2009 Bylaw Amendment Proposal
There will again be a Bylaw Amendment Proposal on the 2009 ballot. This proposal is being heavily promoted by the Board of Directors as a "privacy issue", but it is actually a move to futher restrict communication between owners. PLEASE VOTE NO!!!
Following is the proposal as presented on the Club website (https://www.worldmarktheclub.com/board/elections/2009/proposed_amendments_09.shtml), with my comments interspersed in blue.
PROPOSAL 1: PROPOSED BYLAW AMENDMENT – 2009
General statement: The WorldMark Board of Directors is committed to protecting Owners’ privacy. The Club’s Bylaws were developed in 1989, long before the prevalence of identity theft and the damage that can be suffered through release of personal information. Just as legislators have worked diligently to develop effective privacy laws, the WorldMark Board of Directors has developed privacy language to add to the WorldMark Bylaws to best protect Owner’s private information.
There is
no need for additional language in order to protect privacy. Our existing bylaw states that an owner may
have access to the Membership Register “… for a purpose reasonably related to
his interests as a Member. The Club may restrict the use of information
from the Membership register by requiring Members to sign a written agreement
not to use or allow use of Membership information for commercial or other
purposes not reasonably related to the affairs of the Club.” If an owner were to sign such an agreement
and then use the information for non-Club purposes, or even for commercial
purposes related to the Club, that owner could be prosecuted.
If the
Board is so concerned and careful about owners’ individual privacy, why does
the Board allow Wyndham Resort Development Corp. to harass owners at home and
on vacation in an attempt to sell credit upgrades? I have a business relationship with Wyndham as manager for WorldMark. That gives them the right to contact me
regarding issues related to their function as
manager – my existing account, dues, reservations, and resort issues. It does NOT give them the right to contact me
to pressure me to purchase more credits or their “exclusive developer programs”
such as TravelShare.
Also,
owners throughout the Club have been complaining since 2006 about calls from
third-party timeshare resellers trying to get us to sell our WorldMark
credits. I had such a call. When I asked where they got my personal and
account information, the caller said “deeds are public record”. I pointed out that there are no deeds and no
public record of WorldMark memberships, and the caller hung up on me. Another owner got more information out of the
caller: “He told me
they have complete access to all WorldMark owners information, from their lead
in
I have no problem with this
statement. The Board has a right –
indeed, an obligation – to take a position on a proposed change and communicate
that position to the owners. What I do object to is the lack of a
presentation of the opposing argument.
It is an insult to the owners and to the premise of an owner-run Club to
present only one side of an argument then ask the owners to “choose”.
A FOR vote will express your desire to protect your personal information, while not inhibiting Owner’s rights to communicate with other Owners.
Misleading
at best. If I vote against, am I saying
that I have no interest in protecting my personal information? Of course not. I am saying that I do not approve of the
proposed changes – that is all. The
suggestion that the change would not inhibit owners’ rights to communicate is
true in one respect: it would not FURTHER inhibit owners’ communication rights
beyond what the Board has already unilaterally implemented, without the benefit
of owner vote as required by our Bylaws.
Proposal 1 has been prompted by litigation now pending in the California Court of Appeals. In that litigation, WorldMark sought to prevent the disclosure to an owner of the names, addresses, telephone numbers, and email addresses of all WorldMark members (now exceeding 260,000), instead offering the reasonable alternative of facilitating an owner mailing through an independent mail house, as described in the amended language below.
As I
understand it, the
…..Proposal 1 seeks to revise WorldMark’s Bylaw so it conforms with governing
Again, a
REASONABLE alternative. Offering to
contact the owners on behalf of the member would be a reasonable
alternative. The court has already ruled
that the alternative proposed by WorldMark – requiring the member to spend over
$150,000 to contact owners through a third-party mailing house – is NOT
reasonable. Further, WorldMark the Club
falls under
… Once personal information is disclosed, it cannot be protected from
further disclosure. The Bylaw revision described in Proposal 1 would align
WorldMark’s procedures with
If
their current policy, which they are attempting to retro-actively ratify by
this amendment, were in keeping with
…share costs with an owner who seeks to communicate with other owners (which
is more than
The
Club is offering to “share costs” by paying the administrative fees. I am working with www.wmowners.com this
summer to contact owners through this “reasonable” alternative of a third-party
mail house. I was not charged any
administrative fees by WorldMark, and the mailing house’s fee is $125 per
mailing. A full campaign to contact ALL
owners (impossible in our case) would cost over $150,000. WorldMark is offering to cover $125 of that
cost? Very generous of them.
…and continues to protect private owner contact information from disclosure
to any member who asks for it. Proposal 1 thus balances the needs of
owners who want to communicate with other owners and the interests of owners
who desire to protect their privacy.
Again,
our existing language already has provisions to protect owner privacy. This proposal is nothing more than an attempt
to maintain and legitimize the death grip that the Club and Developer hold over
owner communication.
Why
would our Board of Directors work so hard to prevent owners from communicating
with each other? Because he who controls
the communication controls the game.
Knowledge is power, and communication forms the basis for
knowledge.
The
presentation of this proposal itself is a classic example. Owners have been told that the Board is
proposing this change simply to protect owners’ privacy. Everyone likes the idea of protecting
privacy. Where is the “against”
statement? Where is the counter argument
so that owners can make a DECISION on this issue, rather than just
rubber-stamping what the Board tells them to do? This proposal was published to owners AFTER
deadline for Board candidates to submit all information that would be published
to owners. If even the few owners who are
challenging for positions on the Board of Directors had been allowed to see and
respond to this proposal in official statements and present the other side of
the argument, there is a risk that owners may have chosen to vote against the
Board’s and Developer’s wishes. To
prevent that, they made sure that the proposal was published too late for any
comments about it to be distributed to the ownership as a whole.
Following
is the remainder of the proposal language:
If you agree to all changes noted below, you should vote FOR proposal 1. If
you object to any or all of the noted changes below, you should vote AGAINST
proposal 1.
Text with a line through it is current language that would be removed if the
amendment passes, while underlined text denotes the revisions agreed to by
voting FOR on the amendment.
7: RECORDS AND REPORTS
7.1 Inspections.
7.1(a) Members. The Articles, Bylaws, Declaration, Rules, Membership
register (including mailing addresses and telephone numbers) or
duplicate Membership register, the books of account and minutes of proceedings
of the Members, the Board and any committees, and all other records of the
Program maintained by the Club or its Manager, shall be made available for
inspection and copying, upon written demand and reasonable notice, by any
Member or his duly appointed representative, at any reasonable time and for a
purpose reasonably related to his interests as a Member. The Club may
restrict the use of information from the Membership register by requiring
Members to sign a written agreement not to use or allow use of Membership
information for commercial or other purposes not reasonably related to the
affairs of the Club. Notwithstanding the foregoing, to protect the
privacy of its Members and to protect the Membership register as a WorldMark,
The Club corporate asset, the Club may, in lieu of making the Membership
register available for inspection and copying, provide Members with a
reasonable alternative by facilitating a Member’s request to communicate with
other Members for purposes reasonably related to the affairs of the Club, by
distributing the Member’s message either directly or through a mail house or
other third party distributor. Any administrative expenses incurred by
the Club in facilitating the distribution, or any service or administrative fee
charged by the mail house or third party distributor, shall be paid by the
Club; however, all other costs, including without limitation printing, postage
and stationery, are the sole responsibility of the requesting Member. An
original or copy of the Articles and Bylaws, as amended to date, shall be kept
at the principal office of the Club and shall be open to inspection by the
Members at all reasonable times during office hours. The records shall be
made available for inspection at the office where the records are
maintained. Upon receipt of an authenticated written request from a
Member along with the fee prescribed by the Board to defray the costs of
reproduction, the Manager or other custodian of records shall prepare and
transmit to the Member a copy of any and all records requested.
