[2011] Marriott HOA Board Member Data that Marriott Does Not Disclose

Some of the HOA Board members are Marriott employees. Several Board members are General Managers or Regional General Managers at other resorts.

Some resorts, those still in development stages, have seat(s) on the boards that are filled by Marriott employees without a need for them to be voted in. Until the resorts are sold out the governing docs stipulate that Marriott holds a certain number of board seat(s) and voting shares. As more and more re-acquired Weeks are conveyed to the Trust, Marriott stands to gain more seats at resorts which have been sold out.

I would like to know if the candidates for my resorts hold seats on other boards and for how long they've done so. One or two have mentioned it in that little blurb the candidate sends in with his/her application but it doesn't seem to be required for them to disclose it. What would it take for that to be a requirement - if it's not stipulated in the nomination process that's outlined in the governing docs, is a majority vote required to make it a stipulation? I'd guess yes.

SueDonJ said:

I would like to know if the candidates for my resorts hold seats on other boards and for how long they've done so. One or two have mentioned it in that little blurb the candidate sends in with his/her application but it doesn't seem to be required for them to disclose it. What would it take for that to be a requirement - if it's not stipulated in the nomination process that's outlined in the governing docs, is a majority vote required to make it a stipulation? I'd guess yes.

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We are in complete agreement.

I don't believe any changes would be required to the CC&R's to enable/require Marriott to fully disclose the level of engagement of existing Board Members or candidates for a position on the Board. At the very least, I believe Marriott should disclose the number of Marriott HOA Boards that each Board Member/candidate serves on, and the length of time that they have served on each board. Two thoughts: (1) I suspect that many Marriott Owners would be very surprised to learn how many "career" HOA Board Members Marriott has (e.g. served on multiple boards and/or multiple terms), and (2) my impression is that as Marriott "gets cozy" with certain long-time Board members, and gains confidence in their "predictability," that Marriott does not want to rock the boat, and would not be supportive of this level of disclosure and transparency.

My point of reference (above) is not to Marriott employees who serve as HOA Board Members (in "Developer" seats), but to non-Marriott employees who have spent 10 or more years as Board Members of multiple Marriott HOA Boards. Obviously, if Marriott likes how the career Board Members vote on one Board, they'll want that Board Member's participation on other HOA boards.

If Marriott Vacation Club's "Chief Customer Officer" really considers "customer advocacy" to be amongst their roles and responsibilities, that person would be one person to shepherd this along. I'd expect some of the "career Board Members" to object to this level of disclosure/transparency.


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My bet would be that most of the "career board members" are employees. I would suspect fewer are only owners.

When members come up for proxy, it never hurts to ask more questions. They don't have to disclose, but may tell if asked.

Fully supportive.

With the new spinco, I expect MVCI to issue corporate governance rules about the new company, especially as it is going to be listed on stock exchange. It is surely the opportunity to review how MVCI describes its relation with owners and to clarify these HOA Board subjects (mentioned here).

While being on several Boards can beneficial to owners (bring experience, etc), it is clear that a certain rotation needs to happen over time and is usually healthly. A certain limitation in time (max. 10 years for instance).

dioxide45 said:

My bet would be that most of the "career board members" are employees. I would suspect fewer are only owners.

When members come up for proxy, it never hurts to ask more questions. They don't have to disclose, but may tell if asked.

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There was a time (not long ago) that Marriott would host a meeting for all of the HOA Board Members. I met many of them. You would be surprised how many of the "career Board members" are NOT Marriott employees. I am guessing that there are 10-15 Marriott HOA Board members who serve on multiple HOA boards, and who have served terms of 10+ years (and who are NOT Marriott employees).

I never thought about this problem but was objecting to Marriott employees serving on HOA boards, which I think is a problem. If this is true, it's just as big a problem with the same result that owners' interests are not being protected by the board. By the way, I don't think this is something that's isolated to Marriott and suspect that the same problem exists at other big name resort chains.

Term Length and Term Limits

Based upon the Annual Meeting Notices received for our Florida-based resorts, the state legislature enacted a bill in 2009 which had an impact on one of our resorts By-laws regarding Term Length and Term Limits. Apparently, there was a conflict between the statute (which prescribed 1 year term limits for BoD members) and the by-laws which presribed a longer term but a limit on the number of consecutive terms. Needless to say, it was confusing.

My takeaway/understanding is that HOA/COA (Home Owner Association/Condominium Owner Association) by-laws coupled with state statute merit review regarding term length and term limits. ARDA regularly updates the US Timeshare Regulation Matrix. Click here for a PDF.

a one-year term limit sounds pretty dumb to me.
it means that the board would always have no experience, so they would have to rely even more on the property manager than they do today.

So we would have some combination of the property manager running the show, or activist HOA members changing policies and practices year to year, with no stability.

Given the learning curve that on-boarding takes and the language of some by-laws, the statute's impact proved disruptive to several timeshare COAs. Not recalling all the details, the Florida language prescribed 1 year terms (length) as well as a limit on the number of consecutive terms (term limits). In the worst case scenario, BoD members had to run every year. Last I heard, the statute now only applies to condominium COAs and not timeshares COAs.

The main takeaway is that by-laws and state statutes largely influence term length and term limits of BoD COAs. The laws in Florida may be very different than Utah or California. Now, what happens outside of the US is totally another matter.

I think the Florida law that went in to effect last year was for one year terms with no term limit. It could have caused entire boards to "turn over" in any given year. We had a special vote in 2009 at MGV where they were able to amend the bylaws to have two year staggered terms starting in 2010. Apparently MGV board was able to work around the new law or the new law permitted for this provision if done through a new vote. Harbour Lake didn't do the same.

Multiple Week Owners Serving On Multiple COAs Is Not A Conflict of Interest

amend the bylaws to have two year staggered terms starting in 2010.

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The Florida legislature amended the statute and the new law SB 1196 exempted timeshares from 1 year term limits which was passed earlier in 2008. However, as you point out some COA's amended the by-laws to allow for 2 year staggered terms.

One of the provisions of the statute, introduces a certification requirement that BoD members must submit in writing. For clarity and convenience, here is an excerpt from the red-line version of SB 1196:

653 b. Within 90 days after being elected or appointed to the
654 board, each newly elected or appointed director shall certify in
655 writing to the secretary of the association that he or she has
656 read the association’s declaration of condominium, articles of
657 incorporation, bylaws, and current written policies; that he or
658 she will work to uphold such documents and policies to the best
659 of his or her ability; and that he or she will faithfully
660 discharge his or her fiduciary responsibility to the
661 association’s members. In lieu of this written certification,
662 the newly elected or appointed director may submit a certificate
663 of satisfactory completion of the educational curriculum
664 administered by a division-approved condominium education
665 provider. A director who fails to timely file the written
666 certification or educational certificate is suspended from
667 service on the board until he or she complies with the
668 provisions of this subparagraph. The board may temporarily fill
669 the vacancy during the period of suspension. The secretary shall
670 cause the association to retain a director’s written
671 certification or educational certificate for inspection by the
672 members for 5 years after a director’s election. Failure to have
673 such written certification or educational certificate on file
674 does not affect the validity of any action.


Staying on topic, given the number of multiple-week owners, an owner able to serve on more than one board in the same state or multiple states is potentially an asset to the COAs as well as the developer.

When I deposit and exchange to another resort, I demand and expect the same level of quality and service experienced at my home resorts. Intuitively, multiple-week owners who also serve on multiple COA's play an active and important role working shoulder-to-shoulder with the developer to achieve exactly that.

Since the BoD role is by definition a fiduciary responsibility, the annual budget is one instrument that can make or break a resort. For example, a component of the annual budget is the Reserves which are used to fund capital improvements and/or replacement of major assets. As we all know, all resorts undergo a cyclical refurbishment process. Many, for example just replaced all TVs with Flat Screen Panels. In order to do so, MFs were raised to fund the cash flows needed for this improvement.

Multiple week owners volunteering to serve on their home resort COAs are entitled to do so by their by-laws. The by-laws provide all owners with the same rights whether or not they are employees of the developer. Keeping in mind that they also pay MFs, it is not a conflict of interest to other owners when they work side-by-side to try to upgrade the home resort and keep MFs in check, in my opinion.

Recognizing the potential for flaws, I also agree that who volunteers vs. who gets to run is probably the challenge we're wrestling with.

I think you need to be careful in the use of the word "limits". I think the law required one year terms, but no limitation on the limits as long as the person was voted in each year.

TJCNewYork said:

Given the learning curve that on-boarding takes and the language of some by-laws, the statute's impact proved disruptive to several timeshare COAs. Not recalling all the details, the Florida language prescribed 1 year terms (length) as well as a limit on the number of consecutive terms (term limits). In the worst case scenario, BoD members had to run every year. Last I heard, the statute now only applies to condominium COAs and not timeshares COAs.

The main takeaway is that by-laws and state statutes largely influence term length and term limits of BoD COAs. The laws in Florida may be very different than Utah or California. Now, what happens outside of the US is totally another matter.

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My curiosity was peaked on this issue, so I made a call to ARDA today to learn a bit more about it. I learned that there are only a few states that have laws that address the term and/or number of terms that an HOA Board Member may serve.

While Florida appears unique, the observation that I raised at the outset remains, in my opinion, an unfortunate reality. To my way of thinking, Marriott should disclose the background of all candidates for election on an HOA Board, so that one knows which candidates for election serve(d) on multiple Marriott Boards and/or have served multiple terms. To me, the greater the number, the more experience the member may have, but with that comes a "cozy factor (with Marriott)" that I am not comfortable with, and a self-limiting byproduct of limiting "fresh" ideas and broader involvement (of owners) on the Board.

I am in complete agreement with others that continuity is a good thing, but I find the notion that some HOA Board members are serving on multiple Marriott HOA Boards and/or have served on those boards for eight, ten, or fifteen or more years, something that each owner should be aware of at the time that they cast their vote for Board members.

If the owners choose to sustain a Board that more resembles a museum so be it, as long as the details of each Board Members level of engagement is disclosed.

I'm not sure what method is best to encourage Marriott to address this, but I do sense that Marriott enjoys the "predictability" that accompanies their Board members that serve on multiple boards and/or have served multiple terms, and would prefer not to address this.

In a separate but related issue, I'm not certain how I feel about the same Marriott employees serving in Developer seats on an HOA Board for four, five, or more years; I guess that's the Developers prerogative.

Do you think that those that serve on multiple boards do so to get free/discounted vacations? They just travel around the times of the annual meetings and get their airfare paid for and perhaps a few meals while they are at it?

dioxide45 said:

Do you think that those that serve on multiple boards do so to get free/discounted vacations? They just travel around the times of the annual meetings and get their airfare paid for and perhaps a few meals while they are at it?

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No, not at all. I think they are a hard working group. Maybe a bit lonely, and looking for things to do, but very hard working. I don't think the average owner would have any idea how hard their HOA Board Members work for them.

However, I do think that occasional change and fresh input is healthy, and I stand firm that the longevity of Board Members should be disclosed. If the owners want to re-elect the same members year after year that's their choice, but it should be an "informed choice" to my thinking.

EducatedConsumer said:

No, not at all. I think they are a hard working group.

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I am not discounting their hard work, but there is a side benefit to this.

dioxide45 said:

I am not discounting their hard work, but there is a side benefit to this.

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I wish you'd give being a Marriott HOA Board Member a try.......I'd be interested in hearing about the "side benefits" after your give it a spin.

Conference Calls can be two or three a month, at an hour or more a clip;

Small groups of Board Members can take on Board projects and assignments, that can be very time-consuming;

A trip for a Board Meeting generally means an afternoon arrival, it could include a "working dinner," meetings all day the next day, walk-throughs of the resort and villas, endless hours of listening to finance people, lawyers, presentations by potential contractors/designers, reviews of guest and employee satisfaction surveys, listening to owner feedback, short and long range planning, etc...... and out the next day. Yes, it's true that if one chooses to extend their trip, and it doesn't change the airfare to create an additional burden for the HOA, they can do that, but the HOA pays for a night or two of lodging, and that's it.

Not much glamour.........the job can be very gratifying and eye-opening.

This thread is another example of getting out of hand. If you attend the HOA annual meetings there is always ample time to ask questions and provide input. I have made it a point to attend every HOA meeting at the Custom House. All of the places I own they always ask for participation and applications to join the HOA. Sure there are perks for being on the board (airfare/lodging) but being able to support your onwership right is worth it.

EducatedConsumer said:

I wish you'd give being a Marriott HOA Board Member a try.......I'd be interested in hearing about the "side benefits" after your give it a spin.

Conference Calls can be two or three a month, at an hour or more a clip;

Small groups of Board Members can take on Board projects and assignments, that can be very time-consuming;

A trip for a Board Meeting generally means an afternoon arrival, it could include a "working dinner," meetings all day the next day, walk-throughs of the resort and villas, endless hours of listening to finance people, lawyers, presentations by potential contractors/designers, reviews of guest and employee satisfaction surveys, listening to owner feedback, short and long range planning, etc...... and out the next day. Yes, it's true that if one chooses to extend their trip, and it doesn't change the airfare to create an additional burden for the HOA, they can do that, but the HOA pays for a night or two of lodging, and that's it.

Not much glamour.........the job can be very gratifying and eye-opening.

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Excellent summary of an involved Board members time required. It is not a vacation, it is serious business and needs to be treated as such. I am concerned about the obvious conflict of a majority of Board members owing their very jobs to the group they are supposed to monitor. Even of they don't mean to it is hard to ignore the impact of a owner based decision vs the bottom line of the Corporation / management that PAYS them. Far better to have a minority of developer/management members if they must but leave the majority in the hands of the individual owners and give them the ultimate say as it is designed to work.

EducatedConsumer said:

My curiosity was peaked

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Very influential BoD. The organization was very proactive in obtaining the outcomes already noted. In fact, if anyone is interested, their annual meeting and convention is a few weeks away and hosted at the Orlando World Center featured in Gorman's Getaway.

EducatedConsumer said:

Florida appears unique

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Well maintained timeshares are essential to a thriving economy in Florida. Based upon the Annual Meeting Notices, owners in Florida are aware that the Florida Condominium Act prescribes that an HOA/COA include as part of the annual budget, a reserve schedule. Reserves must be set aside for any asset that the HOA/COA is responsibile for with a replacement cost of $10,000.00 or more. But, the statute also provides that owners can elect not to have fully-funded reserves.

The lions share of MVC resorts, if not all, are way ahead of the curve when compared with non-MVC on design, quality and workmanship. To maintain a high level of owner/guest satisfaction and a thriving economy, COA board members have to work closely with MVC to make sure that the funds set aside as reserves fulfill the spirit and intent of the statute. This means that all assets are completely and accurately documented.

During MVC refurb cycles, some assets are dropped (TVs, videocassette players) and others added (Flat Panel TVs, DVD players). In Florida and elsewhere, MVC recommends that COAs hire an independent 3rd party with certified professionals to prepare a Reserve Study upon which reserve funds can be determined.

MVC refurb schedules are generally 5 and 10 year cycles. If the reserve study is not current, incomplete or the replacement cost of an asset rises faster than anticipated or an asset reaches its useful life prior to the schedule, it can be very challenging for a BoD; as no one likes assessments or sudden rises in MFs.

On point, board member continuity is absolutely essential, IMO because the learning curve and the time required can be overwhelming. Taking care to strike a balance between member continuity and member rotation can be a challenge, but not as challenging as having an inexperienced BoD.

Considering that Florida is unique in prescribing requirements like reserves in the annual budget, what does a COA do in a state (or a country) where the law is silent about such matters? Wouldn't it be logical for a COA to recruit their owners who are BoD members with such experience?

Having said that, BOD composition is governed by by-laws. If changes are needed in the selection or composition of a resort BoD, they must be implemented by amending the by-laws. Further, as defined in a resorts by-laws, it is the role of the COA's Nominating Committee to verify a candidates BoD experience and ensure that the skills represented in the slate is what the COA needs in order to realize their objectives.

Based upon 15+ years of Annual Meeting Notices, experienced candidates running for an MVC board typically do disclose prior and concurrent BoD experience in their biographical summary. IMO, it's the right thing to do and to the candidates advantage to disclose.

In view of the 'new plan' from Marriott, what good does it do to discuss HOA participation when DC members can't vote against Marriott? The thread on joining or not joining shows that more than half of TUG multiple resort owners have joined and elected to let Marriott decide their vote for them.

pwrshift said:

In view of the 'new plan' from Marriott, what good does it do to discuss HOA participation when DC members can't vote against Marriott? The thread on joining or not joining shows that more than half of TUG multiple resort owners have joined and elected to let Marriott decide their vote for them.

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At some point between the roll-out and now, the voting limitation that restricted enrolled Owners from voting against the interests of the DC was removed from the Enrollment Agreement document. Several of us have looked for something in the other documents that might support the restriction but it doesn't appear to exist anymore.

Don't know what this means for those of us whose Enrollment Agreement did contain the stipulation, or if the folks who purchase DC Points are restricted by something in their documents ...

Here's a post from when we realized the change.