Agenda Items for the Special General Meeting
A number of members (about 200 in January) Emailed Club Intrawest Board of Directors challenging their decision to award the management contract to DRI. The independent Board members (sic) had stated in their Unanimous Written Consent on Page 7 and I quote
1. IRCG can sell it's Resorts Points and other club-related assets wothout the consent of the club. Consent is required only in connection with assignment of the Management agreement.
2. IRCG can terminate the Management Agreement;
3. IRCG does not view Club operations as a core segment of its business and wants to divest the Club operations;
4. The most significant value in the transaction to a potential purchaser is the ability to sell and finance resort points, not the revenue from the Management Agreement. The greatest likelihood of the Club having a strong manager would be through a bundled transaction such as the one proposed. Moreover, due to the nature of the corporate structure, it would be difficult to split out the management entity from the Declarant entity; and
5. If the transaction fails publicly, the reputation of the Club and value of resort Points could be damaged and the Club's ability to accomplish a smooth transaction in coopertation with IRCG could be hampered.
While the Special Committee could have pursued arbitration or other attempts to work with IRCG to evaluate other options, the process would have put the Diamond transaction in jeopardy.
Club Intrawest (Embarc) has other documentation discussing why they feel this is such a great thing for members. I encourage people to read that.
The original 200 members who sent that letter calling for a special meeting in early January, have been doing their research and gathering members who feel that a golden oportunity was lost at point 4 - the disengagement of Declarant and Manager roles.
With 3 out of 5 board members working for the manager, a artificial voting bias allowing the Declarant role to have 15x the voting power of the members and only 1 of the board positions being voted for by members only, the manager and developer effectively control the club. This is not the 'independent' club that we have all been led to believe that we were members of.
As of late May 2016, and despite a concerted effort by Club Intrawest (Embarc) to resist all attempts for the 22,000 members to freely communicate with one another, there are now over 1200 members on the facebook group. These members have created an archive of documents that club intrawest does not make available easily. I strongly encourage you to join the group or go to the website and read what we have discovered.
http://citheownersgroup.wix.com/home
https://www.facebook.com/groups/clubintrawestowners/
As of 27th May 2016, these members have forwarded 3 resolutions and a letter requesting that the Special General Meeting (with costs estimated at $75,000) includes these resolutions, seeing as that was the purpose of calling the meeting. Also that a member contact list is provided so that we can encourage the entire membership to become engaged, reissue the agenda and enable an electronic proxy process as has been used in AGMs to replace the download, print, scan, Email process currently in place, and for the meeting be made available online for members unable to get to Vancouver.
The bylaws state that to call a Special General Meeting, 5% of the membership votes must support that call.
Our facebook group were able to contribute 3% of that support, with another 4% coming from people we have not engaged with. This is a staggeringly high turnout in favor of the SGM, especially as the Board communicated the reason for the call inaccurately and in a negative light.
Now that the SGM is taking place, the bylaws state that unless there is 15% of the member vote present (in person or via proxy) at the meeting, no resolutions can be voted on.
It is therefore ESSENTIAL that we engage with more members and obtain the proxies to ensure that $75,000 of Club Intrawest revenue is not just thrown away.
Konrad
http://citheownersgroup.wix.com/home
https://www.facebook.com/groups/clubintrawestowners/