KBV 2019 Annual Meeting Report

[Aurelius]

Oh, please. This is the internet age where anyone with knowledge can blab that knowledge (from attending an open HOA meeting as just one example), and as much misinformation as they want to invent (or "interpret" for this KBV forum), on any open forum. It has been happening for years, not just in Hawaii.

Sorry, not at all the same as private owners' lists or personal ledger information, which are not part of an open HOA meeting.

Were any owners at the KBV annual meeting sworn to secrecy? Therein is your answer.

Should not any HOA annual meeting be an opportunity to disseminate true information to all owners rather than suppress information?

It absolutely should - for owners. This forum is not restricted to owners. Somehow I think the reaction would be different if individual owners votes were doxxed instead of the Wyndham block.

Why can’t GPR set up a password protected forum for this purpose? Several associations I belong to have them. Are they just not as capable as other management companies, or was this a board decision?

By the way, the association can take legal action against owners that disclose private information meant for owners only. Many years ago I disclosed information from a records request in a different association showing several board members funneling business to companies they were affiliated with at inflated prices with no bids. They took action against me and made me remove it. Later that year I was elected to the board as President. Association counsel explained to me that individuals expose themselves to legal action for disclosing information from member meetings or records. The solution was to be completely transparent to owners behind an owners portal to protect the information.

 

[ecwinch]

If the vote is not by secret ballot, and especially if the vote is overtly taken in a meeting open to all owners, whether in attendance or not and regardless if they voted or not in the election, then there is no reason that the vote or anything that occurs at the meeting not be publicized, unless there is a specific prohibition in the governing documents, of course. jmo, from a non-attorney in the popcorn munching gallery.

As far as I know the vote is by ballot, and while results should be be publicized, I find it very unusual that how certain individual members voted is disclosed.

And if your assumption is correct, then by extension, a member should be able to request a copy of how everyone voted.

 

[ecwinch]

Aloha,
One way the date of future meetings is documented is in meeting minutes. For example, the May 16, 2019 meeting was documented in the approved May 17, 2018 meeting minutes.
http://kauaibeachvillasresort.com/wp-content/uploads/2018/08/051718.mins_.pdf
I am pretty sure it is documented in subsequent minutes as well but I did not reconfirm that before writing this reply.

May 17, 2018 Board of Directors’ Meeting
VII. OTHER BUSINESS A. Owner Forum/Correspondence B. Confirmation of Meeting Dates
Wednesday, October 17, 2018 at 9:00 a.m. HST, KBV, Committee Meeting
Thursday, October 18, 2018 at 1:00 p.m. HST, KBV, Board of Directors Meeting, Budget
Wednesday, May 15, 2019 at 9:00 a.m. HST, Committee Meeting, Kauai Beach Villas
Thursday, May 16, 2019 at 9:00 a.m. HST, Board of Directors’ Meeting, Kauai Beach Villas
Thursday, May 16, 2019 at 1:00 p.m. HST, Annual Owners’ Meeting, Kauai Beach Resort
Thursday, May 16, 2019 to follow Annual Meeting, Kauai Beach Resort, Board of Directors’ Organizational Meeting

These dates are further documented on https://kauaibeachvillasresort.com/owners-community/bod/

This reminds me to seek clarification of the date for the next telephone meeting of the BOD. There is a discrepancy between the draft minutes (Wednesday, August 28, 2019 at 9:00 a.m. HST, Grand Pacific Plaza/Teleconference) and the web site (Wednesday, September 11, 2019 at 9:00 a.m. HST, Board of Directors’ Meeting, Teleconference).
This is not the first time a discrepancy has occurred but they do get corrected when noticed and pointed out.

Jack

Thanks for that insight Jack, perhaps I worded my question poorly. I understand that the BoD established the meeting dates for future meetings - in this case during the May 17 2018 BoD meeting they confirmed the dates of the future meetings - to include the 2019 Annual meeting was to be held on May 16 2019.

However the question here is when did they establish the "record date" for the 2019 Annual Meeting. I can give you the long explanation, but the "record date" establishes the date for determining those members who are entitled to vote at a members meeting (i.e. the annual meeting). Here is section of Hawaii Non-Profit Code:

(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting.

From the Annual Meeting minutes and Jeff's post above, it appears that the issue of the "record date" is central to the claims that George Keeney was improperly elected to the BoD. So I am just trying to determine if a record date was established by the BoD. If one was not, then those claims seem to be moot, as the statute clearly states that in the absence of the BoD establishing a record date, then the date of the meeting is the record date. And Jeff acknowledges above that George was a owner "a couple days before..".

 

[Jeff From Salem]

I have no insider info, but this is what appears to have happened - this is my opinion only, based on the Yahoo Group and TUG posts:

• Trish Harrington came in 3rd in votes, but was not elected. I believe that means that they did not get a quorum. When that happens, the board selects the the new officers, and even though there were 3 open spots, and Trish got the 3rd most votes, she was not chosen for one of the 3 spots.

• I also understand that the election was (blatantly) not run in a manner in compliance with the governing documents and applicable law.

• I assume that a great deal is still happening behind the scenes, and therefore the principal parties are not ready/not able to share all the details, until the situation and possible options, are clearer.

• It appears that Jack is constrained from sharing some details, until the minutes are officially released. His constraint may be based on his personal ethics, rather than his obligation as a former board member.

YMMV

No, that it not correct, Denise. There was a quorum.

They solely eliminated Trish as the 3rd board member because of the law requiring at least 1 Hawaiian resident on the board (And that law was only there because it had been part of Hawaii state law in the first place. There's no need, on KBV's part, to necessarily have a local owner. Even the state of Hawaii realized that it didn't make sense to require it after many years. I could maybe see it in a homeowner's situation so that native representation was present.).

Wyndham, knowing this in the by-laws, took advantage of it by knowing it needed to throw all of their votes behind only 2 candidates. In the past elections, for example, the election from 2 years ago, Wyndham had to split their votes among 3 candidates. At that election, because of our own efforts, Trish Harrington was actually the number ONE vote getter of all. But this year, because Wyndham gamed the system knowing that there needed to be one Hawaiian resident on the board, they could put their votes behind only 2 candidates allowing them to have the top TWO vote getters, leaving one board member to be voted in by individual, independent owners who would come in third. Then they could kick that board member off and insist on an instant vote from those in the room. We asked for time to get together a formal candidate and have the vote for the Hawaiian resident board member postponed. We were refused.

It's nasty.

Jeff

 

[Jeff From Salem]

I don't see them posted here, but the top three vote getters for this year's vote were:

1) Larry Warner (w/roughly 2200 votes, ~1800 from Wyndham)
2) George Keeney (~1800 votes, about all from Wyndham)
3) Trish Harrington (~1000)

Brian Reichel came in 4th with about 650 votes
Larry Geiger, as I recall, was next with about 300 votes.
Dani Ramos had a little over 100 votes.

When Trish Harrington, due to needing a Hawaiian resident on the board, was not allowed to be seated on the new board, an emergency vote was done with the owners in the room and any proxies that had allowed those in attendance to choose their votes for them. The native Hawaiian resident in the room who had volunteered at the last minute to run against Dani Ramos got ALL of the votes from owners in the room. Wyndham was able to put all of their votes behind Dani Ramos. Not one independent owner in the room voted for Dani.

Soon after the vote was recorded, Dani Ramos announced her pending resignation from the board. She had stated 3 months from the date of the board meeting, but that could change.

Jeff

 

[Jeff From Salem]

Jack - it is disappointing to hear that you have resigned. But likewise, now that you are no longer a BoD member, you are no longer subject to a duty of loyalty that prevents you from speaking freely about the public actions of the BoD.

Unfortunately, asking people to rely of Jeff's reports is problematic to say the best. For instance, I have been removed from the Yahoo group, so cannot even read anything Jeff is posting.

Reading "between the lines and drawing inferences" is not something we should have to do here in the official KBV forum. Hopefully an objective fact based reported of the actual events at the Annual Meeting will be forthcoming shortly.

Thanks again for your service, and sorry to hear of your resignation.

"Unfortunately, asking people to rely of Jeff's reports is problematic to say the best. For instance, I have been removed from the Yahoo group, so cannot even read anything Jeff is posting."

Eric, as a moderator here, you should be above a statement like that. But it was because of statements like that that I did eventually remove you from the list. Rather than make real constructive comments, you made demeaning ones and simply undermined every argument I made, without any sound and valid evidence to back your statements. Even Charles Mark Twardzicki, who has been skeptical of my remarks from time to time, has been respectful. He has at times made good points which made me rethink my assumptions and/or statements. Sometimes I have been able to reprove my statements. And I personally like him. He and I get along pretty well in person. And I have been fine with keeping him in the group.

As Jack Goodstein has honorably pointed out, not just here, but at the annual meeting (and as someone who has sometimes been skeptical), he came to the realization that I have been right all along. So for you to continually put out a blanket statement such that my reports are problematic at best is, well, problematic at best. You seem to be more interested in personally insulting and belittling me. That you continue to be dismissive of me is not becoming of what your role is in this particular forum as a moderator, and particularly in light of how accurate and valid my findings have been all along, you ought to be more considerate.

Jeff

 

[TUGBrian]

moderators are owners too, and are welcome to participate in discussions on the forums just like any other member.

I dont see any abuse of any moderators powers by the post you quote above, nor a violation of any of the TUG posting guidelines.

I would advise all those involved to keep the conversation on topic, or risk it being removed.

 

[ecwinch]

"Unfortunately, asking people to rely of Jeff's reports is problematic to say the best. For instance, I have been removed from the Yahoo group, so cannot even read anything Jeff is posting."

Eric, as a moderator here, you should be above a statement like that. But it was because of statements like that that I did eventually remove you from the list. Rather than make real constructive comments, you made demeaning ones and simply undermined every argument I made, without any sound and valid evidence to back your statements. Even Charles Mark Twardzicki, who has been skeptical of my remarks from time to time, has been respectful. He has at times made good points which made me rethink my assumptions and/or statements. Sometimes I have been able to reprove my statements. And I personally like him. He and I get along pretty well in person. And I have been fine with keeping him in the group.

As Jack Goodstein has honorably pointed out, not just here, but at the annual meeting (and as someone who has sometimes been skeptical), he came to the realization that I have been right all along. So for you to continually put out a blanket statement such that my reports are problematic at best is, well, problematic at best. You seem to be more interested in personally insulting and belittling me. That you continue to be dismissive of me is not becoming of what your role is in this particular forum as a moderator, and particularly in light of how accurate and valid my findings have been all along, you ought to be more considerate.

Jeff

My quoted post is a factual recounting of facts. That I am not a member the private Yahoo group that you moderate because you have excluded me, and I cannot read any posts you make in that forum. That is a fact. So expecting me to rely on your report - that I cannot read - is by it's very definition - "problematic".

And while I am moderator on TUG, I think it is important to note that I have never used my role as a moderator to censor any post you might make - even when it violated the posting rules of this forum. Because while I realize that we have a major difference of opinion, I am open to understanding why our opinions might differ. Something that can only occur, if we are willing to both listen and defend our opinion with facts.

You object to Wyndham's influence on the basis that it is not a democratic process. But corporate governance is not a democratic process. In corporations the largest shareholder has more influence in the governance process because they have more invested. To me - that is the natural order to things.

Sure - from time to time, owners might band together and overcome that voting advantage, but sustaining that in the long run is "problematic" given the size of Wyndhams ownership. Something that I pointed out in my objections.

 

[Jeff From Salem]

moderators are owners too, and are welcome to participate in discussions on the forums just like any other member.

I dont see any abuse of any moderators powers by the post you quote above, nor a violation of any of the TUG posting guidelines.

I would advise all those involved to keep the conversation on topic, or risk it being removed.

Excuse me, but that quote IS NOT factual, it's an opinion, and it's denigrating of another poster. I don't think you'd like it, nor would it be an appropriate post, if I were to say "Brian's posts are probably not ones to be taken seriously, if taken at all." Tell me that that statement would be an okay would to seriously post here.

 

[Jeff From Salem]

My quoted post is a factual recounting of facts. That I am not a member the private Yahoo group that you moderate because you have excluded me, and I cannot read any posts you make in that forum. That is a fact. So expecting me to rely on your report - that I cannot read - is by it's very definition - "problematic".

And while I am moderator on TUG, I think it is important to note that I have never used my role as a moderator to censor any post you might make - even when it violated the posting rules of this forum. Because while I realize that we have a major difference of opinion, I am open to understanding why our opinions might differ. Something that can only occur, if we are willing to both listen and defend our opinion with facts.

You object to Wyndham's influence on the basis that it is not a democratic process. But corporate governance is not a democratic process. In corporations the largest shareholder has more influence in the governance process because they have more invested. To me - that is the natural order to things.

Sure - from time to time, owners might band together and overcome that voting advantage, but sustaining that in the long run is "problematic" given the size of Wyndhams ownership. Something that I pointed out in my objections.

You are conflating and confusing two different things. I have, as a matter of fact, been censored when it comes to making statements about you, Eric. I find your posts to be akin to trolling. I find that most of your posts come from ignorance, or are willfully disagreeable just to muck up anything I put forth. You have NEVER addressed my researched other than going "Nyuh uh". Jack has just confirmed all of my past research and you still go "nyuh uh!". I find your posts do nothing to forward the conversation, and that doesn't mean agreeing with me on everything. As I said, C.M. Twardzicki is an example of someone who can be skeptical, but with the purpose of getting things right. But all you want to do, Eric, is personally undermine and belittle.

I gave you more than one chance to contribute in a positive way on the Yahoo site and you failed. And you have almost 300 others on that site who agree.

 

[Jeff From Salem]

There is no such thing as an obsolete bylaw. They remain in place until an amendment is made by an ownership vote. Was that ever amended from the bylaws? Bylaws are frequently more strict than state laws. For example - you can’t have a pet in the unit per the bylaws. It’s not against the law to have a dog. Does that mean that is also obsolete by your standards? Can I bring Fido? Sounds like the directors that lost didn’t anticipate Wyndham being so strategic with their votes. I agree it feels pretty shady, but in no way illegal or against the documents.

You mention that it requires an ownership vote to change management companies. Can you point me to the minutes showing that an ownership vote was taken when management was changed from Wyndham to GPR? Or was that change made in violation of the bylaws?

Well, yes there is, sorta. There are still US states that have laws on the books forbidding the unmarried cohabitation of the opposite sex. No one enforces them.

From Dictionary.com: "Obsolete (adj.)= out of date, unused, outmoded, archaic, fallen out of use, etc.".

It was in the By Laws because it had been Hawaii state law. It is not state law any longer. There is no reason to use it in practice. Wyndham, however, used it as a weapon, and unfairly as well. Knowledge is power, right? And Wyndham used their votes knowing that most owners are not aware of that rule. The board could have dismissed that rule. They didn't for a reason.

 

[TUGBrian]

there are no rules that require posts to be factual, in fact 99.999% of posts on the forums are opinions. Ive certainly been called far worse, thankfully im not offended by most folks opinions.

there is however a rule against publicly complaining about moderation. I would again urge you to follow the posting guidelines you agreed to upon registering here, as well as heed my request to keep things on topic.

no further warnings will be provided, ill just start deleting posts that ignore my polite warnings.

 

[Aurelius]

Well, yes there is, sorta. There are still US states that have laws on the books forbidding the unmarried cohabitation of the opposite sex. No one enforces them.

From Dictionary.com: "Obsolete (adj.)= out of date, unused, outmoded, archaic, fallen out of use, etc.".

It was in the By Laws because it had been Hawaii state law. It is not state law any longer. There is no reason to use it in practice. Wyndham, however, used it as a weapon, and unfairly as well. Knowledge is power, right? And Wyndham used their votes knowing that most owners are not aware of that rule. The board could have dismissed that rule. They didn't for a reason.

This is factually incorrect. The Board of Directors have a duty to uphold the bylaws. They also are unable to change the bylaws. Only ownership vote can change the bylaws. Seems like some directors (and candidates) probably should have been better aware of the bylaws.

 

[Jeff From Salem]

This is factually incorrect. The Board of Directors have a duty to uphold the bylaws. They also are unable to change the bylaws. Only ownership vote can change the bylaws. Seems like some directors (and candidates) probably should have been better aware of the bylaws.

And the Wyndham majority were aware of that law to use it to their advantage. I'd say that with their intention to use it, don't you think that they would, if they were acting in the best interests of the owners/members at large, make sure the owners/members were educated about that in advance?

 

[Aurelius]

And the Wyndham majority were aware of that law to use it to their advantage. I'd say that with their intention to use it, don't you think that they would, if they were acting in the best interests of the owners/members at large, make sure the owners/members were educated about that in advance?

Are you suggesting that Wyndham should have let owners know that they intend to comply with the written bylaws of the association that all owners already have access to and all directors are responsible for adhering to? Huh? It’s not some secret document that nobody has but Wyndham.

Of course they were aware of it. Of course they aligned their votes with full knowledge of it. And apparently, they’re much better at executing their strategy to get their preferred candidates elected.

 

[Jeff From Salem]

Are you suggesting that Wyndham should have let owners know that they intend to comply with the written bylaws of the association that all owners already have access to and all directors are responsible for adhering to? Huh? It’s not some secret document that nobody has but Wyndham.

Of course they were aware of it. Of course they aligned their votes with full knowledge of it. And apparently, they’re much better at executing their strategy to get their preferred candidates elected.

By the way, if they hadn't enforced the Hawaii citizen By Law, it wouldn't have been the first time a perceived useless By Law was ignored. It is my understanding that automatic renewal of the Plan Manager contract has to be put forth before the ownership/membership. It is one of the things we'll be arguing for.

And I'd argue that that the BOD needs to enforce the rules responsibly. Again, if there were an antiquated rule on the books disallowing cohabitation on non-married adults, I wouldn't expect them to enforce it, even if it were still on the books.

 

[Aurelius]

By the way, most association bylaws don’t mention the specifics of state laws they more generally refer to “compliance with all state laws” so that the document is never out of date. If something is specifically spelled out, it’s usually intentional.

 

[Aurelius]

Again, if there were an antiquated rule on the books disallowing cohabitation on non-married adults, I wouldn't expect them to enforce it, even if it were still on the books.

This example is absurd - but let’s run with it. Everyone who buys into this fictional association agreed to abide by these bylaws. Maybe some specifically bought because of it and their religious beliefs. A new board of directors gets elected and decides to change the timeshare to a swinger’s paradise and ignore the bylaws. Is that fair to the existing owners and their strict religious beliefs?

 

[Pathways]

And the Wyndham majority were aware of that law to use it to their advantage.

In all of the KBV threads and posts, I think this is the first time I've seen this clear admission. The Wyndham majority

I'd say that with their intention to use it, don't you think that they would, if they were acting in the best interests of the owners/members at large

They were CLEARLY acting in the best interest of the owners/members. Themselves. Exactly the same as you and others were acting in the best interest of the owners/members. Yourselves. There are just competing interests here, and each group will utilize the rules to their own advantage. Your group was quite open that you were planning to use the rules to try to obtain the results you intended.

I think back to the first SMOKING GUN email I received. Based on the title I thought it would be some huge illegal conspiracy. Instead, you wrote what you could market as a case study on corp. takeovers. I couldn't help but admire Wyndham for their planning. Same for this BOD meeting. Wow. Let's be frank, no shareholder with ownership equal to Wyndham's % would have any difficulty in controlling a public corporation. And whether or not I liked the way Wyndham ran this resort (I didn't like it), I have to admire their persistence in driving toward their goal. (Just wish I knew what that is)

And apparently, they’re much better at executing their strategy to get their preferred candidates elected.

Clearly

 

[Pathways]

There are still US states that have laws on the books forbidding the unmarried cohabitation of the opposite sex. No one enforces them

Please forgive me for replying to this statement as it is off topic but... I must know - which States still have these laws?

 

[CO skier]

As far as I know the vote is by ballot, and while results should be be publicized, I find it very unusual that how certain individual members voted is disclosed.

And if your assumption is correct, then by extension, a member should be able to request a copy of how everyone voted.

It is difficult to follow, but it sounds like the candidates for the vote were not known until minutes before the vote at the annual meeting. I do not see how there could have been a ballot. (But I was not there, and there are no details of the vote in this thread).

If the vote was conducted by "show of hands" at a meeting open to all owners, then yes, if a record was kept of that vote, any member should be able to request a copy of that record.

The native Hawaiian resident in the room who had volunteered at the last minute to run against Dani Ramos got ALL of the votes from owners in the room. Wyndham was able to put all of their votes behind Dani Ramos. Not one independent owner in the room voted for Dani.

If the vote was by secret ballot, how could anyone know this kind of detail? And shouldn't any interested member, whether in attendance or not, know the same details, since it was an open meeting?

 

[ecwinch]

It is difficult to follow, but it sounds like the candidates for the vote were not known until minutes before the vote at the annual meeting. I do not see how there could have been a ballot. (But I was not there, and there are no details of the vote in this thread).

If the vote was conducted by "show of hands" at a meeting open to all owners, then yes, if a record was kept of that vote, any member should be able to request a copy of that record.

If the vote was by secret ballot, how could anyone know this kind of detail? And shouldn't any interested member, whether in attendance or not, know the same details, since it was an open meeting?

The election was by ballot. The Annual Meeting minutes reflect that two members were elected to count the vote, which is where the detail of how certain members voted came from.

 

[ecwinch]

This example is absurd - but let’s run with it. Everyone who buys into this fictional association agreed to abide by these bylaws. Maybe some specifically bought because of it and their religious beliefs. A new board of directors gets elected and decides to change the timeshare to a swinger’s paradise and ignore the bylaws. Is that fair to the existing owners and their strict religious beliefs?

Yes, the position is absurd. If it was the legislative intent of Hawaii to completely remove this requirement from HOA's they easily could have included this revision into the portions of 514B that automatically apply to all HOA's. But instead, they expressly revised the statute so that the residency requirement only applied if it was in the by-laws of the HOA. So it is not well founded to assume that this was not their legislative intent.

Likewise, If the BoD had decided to ignore the by-laws, it would have clearly opened the HOA to a lawsuit by the candidate who met the residency requirement and received the most votes. Likewise, Ms. Ramos could have easily objected to a 2nd ballot being taken on that same basis.

Brian Reichel is an attorney, and stated in this forum that he had reviewed the KBV governing documents, and applicable Hawaii statutes. His failure to properly read the law is not Wyndham's responsibility. Likewise the residency requirement (as noted above) was discussed in the Yahoo group, and assumed away.

 

[Pathways]

the candidate who met the residency requiremen

In the interest of my own clarity, just what do the by-laws state is required? Jeff's posts have described at times a 'native Hawaiian', a "Hawaiian resident', and a 'Hawaii citizen' (whatever that is). What in fact is the requirement?

 

[ecwinch]

In the interest of my own clarity, just what do the by-laws state is required? Jeff's posts have described at times a 'native Hawaiian', a "Hawaiian resident', and a 'Hawaii citizen' (whatever that is). What in fact is the requirement?

The requirement is to be a resident of Hawaii.

https://www.tugbbs.com/forums/index.php?threads/bod-member-qualifications-hawaii-resident.291588/