ELECTION MANIPULATION - WMOWNERS.COM SUMMARY
Thanks to WMOwners.com for the following description of the election problem. This is an excerpt from an article that can be read in its entirety at www.wmowners.com by clicking here (free registration required).
Owners that are concerned about the new Wyndham direction in managing their resorts have attempted in the past to address owner issues by seeking election to the Board of Directors. While incumbent Board directors have unlimited access to the owners by virtue of their Board positions, independent candidates are limited to a brief statement in the election materials and a three-minute statement at the Annual Meeting. Despite these limitations, in the 2006 election an independent owner received more Owner votes than incumbent (and Wyndham executive) Jack McConnell.Wyndham has responded to this possibility of losing Wyndham control of the Board in two ways. First, they cast the proxies assigned to them by owners in a non-equitable manner, heavily favoring the Wyndham incumbents and giving NO proxy votes to the two most popular independent candidates in 2006. This alone prevented one of these independent owners from winning a seat on the Board in 2006. In the 2007 election, appointed Board member Dave Herrick, Senior VP of Wyndham, started campaigning for proxies MONTHS before any election information was available. The stated reason for the proxy campaign was to ensure the required quorum for a valid election. However, the annual election has NEVER failed to obtain the required quorum. And if the proxy drive were only for the purpose of reaching a quorum, the Board would distribute the proxies equally among all candidates. Instead, they are expected to continue using proxies as stated above, to ensure that the Wyndham incumbents retain their control of the Board.
Second, they established a “nomination committee” for the 2007 election. This hand-picked committee was instructed to choose from among the nominees which candidates would actually be listed on the ballot, circumventing the nomination process outlined in our governing documents. The criteria by which the committee was to evaluate candidates included language which made it clear that anyone who wished to fight Developer control of the Board would not be deemed “qualified”.
The third election issue identified by owners as a problem is the inequity in methods for assigning a proxy agent. An owner wishing to assign his proxy to the Board of Directors can do so by telephone or internet. An owner wishing to assign his proxy to another owner, as provided in the governing documents, must physically sign a proxy statement and mail it in. In addition to the extra effort and expense required to do this, it carries a greatly increased risk. In the 2006 election, many physically mailed ballots and proxy assignments were lost by the US Mail.
