GPR Contract

[ecwinch]

Does anyone have a copy for management contract with GPR for KBV?

Because one thing I do not understand is why would GPR accept a notice of non-renewal if it exceeded the authority of the Board of Directors to non-renew their contract. Is there some provision of their contract that constructively waives that provision of the by-laws? Because clearly they have a direct cause of action - one that does not require a derivative lawsuit. Is there some reason they are not enforcing their rights?

Just like I do not understand why Wyndham would have accepted the same.

Free Mai-Tai at the Lava Lava Beach Club to anyone who can explain that.

 

[Aurelius]

I heard an email went out this week but strangely I didn’t receive it. Wish someone would post it.

 

[ValChatelle44]

this email went out

Aloha Folks -


Proceeding with the legal aspects of our effort to wrestle back control of the BOD is going to take some extended time.

In the meantime, however, it's important for as many of you as possible to write letters to the board DEMANDING to know why they aren't being transparent about the process of renewal regarding the Plan Manager. Below is the Amendment to the CC&Rs (from 8-14-96) regarding the appointing of the Plan Manager.


2. Section 7.a. entitled "Appointment of Plan Manager and Deleqation of Board Powers and Duties", is changed so that subpart 1. in its entirety reads as follows (with the remaining portions of this Section left intact):

"1. The Plan Manager Management Agreement must provide as follows:
(a) The term may not be longer than three (3) years, but may provide for automatic renewals annually after the end of the initial term, unless a written notice canceling the contract is given by either party at least ninety (90) days before the renewal date.
(b) Any decision by the Association not to renew any contract with a Plan Manager must be made by the vote or written assent of at least a majority of the voting power of all Owners excluding the Developer.

(c) However, the Board must have the right to cancel the Agreement if the Plan Manager has violated it. If the Plan Manager claims it has not committed any violation, the matter will be determined by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
Jeff's note: [Notice that, from (b), the Developer cannot participate in the voting. Wyndham is considered the developer (They own the PAHIO name, now, and as the party that owns the unsold deeds, the developer, they can't legally participate in the voting.).]
It will be super helpful if you personally write a letter for Clinton Owen, our General Manager, to forward to the Board Of Directors. The letter should be directed to the Board of Directors. You can send the message either through the website (www.kauaibeachvillas.com and look for the Owners Community section, within it being a BOD section) or send it to cowen@gpresorts.com.
Ask the BOD why they aren't legally putting the renewal of Grand Pacific out to the owners' vote as required by the CC&Rs? Do cite the above section of the CC&Rs, quoting it if you wish?
We want to inundate them with emails, letting them know we are aware of the regulations.
Meanwhile, I'm trying to get a hold of a more updated owners list. I believe that the list we have been using is 3 years old, and Grand Pacific has a more updated list we can use.
Mahalo!!
Jeff

 

[ValChatelle44]

this went out also. so much news.

Dear KBV Owners, this is an important communication regarding your KBV Ownership.

Two days ago, long time, outspoken KBV Owner, Jeffery Bellin submitted a cease and desist letter to the KBV Board of Directors. Please take a few minutes to review the following comments from Jeff and click the link to read his letter to the KBV Board.

Dear Fellow KBV Owners,

Many of you know me over the years as the host of the KBV Yahoo Group and an outspoken Owner greatly frustrated with the behavior of our current KBV Board.

During the May 16th Board meeting, which I attended, the Board announced that it had passed a motion to not renew our current management company, Grand Pacific Resorts, management agreement. The Board passed this motion in secret and without sharing with the KBV Owners "Why?". Most importantly, they are attempting to take this action without a vote of the KBV Owners, as is required by our CC&R's.

I say, enough is enough!

For over two years now, we have all watched as Wyndham Destinations has engaged in highly inappropriate behavior, gerrymandering of our Board Elections, engaged in back room dealings, and, simply put, failed to act in the best interests of KBV Owners. The good news is, we the KBV Owners have excellent legal options to fight this sort of behavior and we are pursuing them.

​

Please take a brief moment to read my letter (click here to review) and, if you agree with my position, please click the link (Include My Name) and include your name in support.

Thank-you!

Jeff Bellin

​

 

[Aurelius]

Thank you. Nothing new here. Are we supposed to be shocked and appalled that, after publicly stating you’re organizing a lawsuit against the association, that they refuse to answer questions that would put the association at risk? It’s the job of the BOD to protect the association’s assets and that includes minimizing risk. They’re not going to talk about their legal defense strategy in an open forum. That would be dumb. I think I’d be more upset if my board was discussing pending litigation with the opposing party. This is precisely why executive meetings exist.

 

[ecwinch]

It is funny how the truth changes when you need it.

Then

First of all, Eric, you don't know, with all due respect, but I do.

Jeff - Wyndham holds the developer rights previously held by Pahio, it is part of what they acquired (see press release below). And while your history lesson is entertaining, it is inaccurate.

Eric, they acquired the marketing of the resort.
Jeff

But Wyndham wasn't the developer, Eric. David Walters and the company he formed, PAHIO, was the developer. He developed KBV along with a couple others in Kauai (the Makai Club, for one). David Walters brought in Wyndham as the resort and property manager.
....
Jeff

Now:

Jeff's note: [Notice that, from (b), the Developer cannot participate in the voting. Wyndham is considered the developer (They own the PAHIO name, now, and as the party that owns the unsold deeds, the developer, they can't legally participate in the voting.).]

(b) Any decision by the Association not to renew any contract with a Plan Manager must be made by the vote or written assent of at least a majority of the voting power of all Owners excluding the Developer.

Jeff

As someone once said: You need to do your own homework here.

One of the few things Jeff has ever said, that I agree with. Do your own homework. Dont be swayed by my or Jeff's vocal opinion. Do the research, review the governing documents, form your own opinions. Look for the answers to the following questions:

If the BoD cannot pass a resolution to non-renew the Plan Manager contract without a vote of the members, how was Wyndham's contract as Plan Manager terminated at the end of 2016?

Does a BoD member violate their fiduciary responsibility by providing confidential information to outside parties? For instance discussions held in executive session?

What was the timeline and bid process the BoD engaged in when soliciting bids for the management contract that was awarded to GPR in 2016?

Do the KBV policies regarding the reimbursement of Director expense comport with applicable Hawaiian statute? Or is it compensation when the HOA reimburses a BoD member for the direct expenses solely attributed to their companion (i.e. airfare)?

We know from the 2008 Great Recession that rental revenue can evaporate at times. Is the current course of increasing our reliance on rental revenue the best course of action?

Is GPR's commission on rental revenue appropriate? For while rental revenue has increased significantly - that is because for the PAST THREE YEARS the HOA has lacked a method for converted weeks held by defaulting owners into dues paying weeks. Given the increase in defaulting owners, this was cause and effect - not great mgt by GPR.

Is the allocation of expenses between the IOA and AOA appropriate - i.e. the resort pool agreement with the hotel.