What is the role of WorldMark's Board of Directors?
Page 11 of the August 2007 Destinations gives us the following five points to describe the Board's role. The comments following the bolded quotes are mine.
1. “The board members are your elected representatives.” Representatives in what? In dealings with the Developer who adds resorts to our Club and with the Manager who handles the day-to-day operations of the Club. But four of our five Directors are current or former executives of Wyndham -- our Developer/Manager -- or its predecessors. How can they represent owners in negotiations with and oversight of themselves?
2. “They are the governing body of your club.” There is an important difference between “governing” and “managing”. For example, a budget report may show that skyrocketing energy costs have greatly increased the amount the Club spends on utilities. The Board of Directors – the “governing body” – should instruct the management company to look into ways that we can increase efficiency and reduce utility costs. It would then be up to the management company to identify options such as mini fluorescent light bulbs, programmable heating/cooling systems, and solar powered exterior lighting. The Directors give general guidance and direction (hence the name); it is the management team that works out the details and implementation.
3. “The board is responsible for ensuring that the club is governed by its guidelines, bylaws, and declaration.” Any program or policy recommended by the Developer or Manager must pass the Governing Documents test or be rejected.
4. “The board conducts, manages, and controls the affairs and business of the club.” WorldMark has hired Wyndham to run resort operations and club functions. Over the past several years, owners have noticed significant declines in the maintenance and upkeep of our resorts and in the quality of service throughout our system. The Board must oversee our manager and demand top service.
5. “The board makes rules and regulations regarding conduct of club business, behavior, and use of the resorts.” The Declaration and Bylaws of the Club cannot be changed without owner vote. The Guidelines, or “rules” of how the club is used, are under the control of the Board of Directors. Items such as restrictions on the number of “weekend only” reservations an owner may have, the FAX and Inventory Specials programs, and public rentals of “distressed” properties are all under the Board’s direction. The Board must ensure that any rules and regulations BENEFIT the Club and its members.
And the article ends with: "The bottom line: The board exists to protect and improve your ownership within the boundaries of WorldMark’s founding documents."Wyndham is our Developer and our Manager. That is not going to change. The Board of Directors represents Owners in dealings with Wyndham, but is currently made up of Wyndham executives. That MUST change.
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