Board questions

In early 2017, a 32- question campaign was launched by the Club Intrawest Owners Group. Questions were posed to the Board, who (through the club’s lawyer), advised that the questions would not be answered.

These questions were collated from a year’s worth of board communications, which I submitted to the Owners Group as part of the campaign. There are more and they need to be categorized, but here is that initial list.

  1. Please provide a copy of the 2004 licensing agreement (where the Club gave the “Club Intrawest” name back to Intrawest), and the associated board resolutions.
  2. The club instruments indicate that, at windup, members receive their portion of the assets, based on their points ownership.  Please provide evidence that, upon windup, the assets that are liquidated on behalf of the club, by the trustee, of which is reimbursed to the members, includes all land and property listed in the trust agreements.
  3. Please provide evidence that Mr. James Orr is an “independent” director, as indicated in the “Unanimous Written Consent” dated Dec 31st, 2015. As per the DRI Disclosure and Club Master Declaration, the only independent director is Kenneth Smith.
  4. Please provide evidence of the board decision to disregard the recommendations provided by Mr James Orr and Mr Kenneth Smith, in the above document, which included (as an example) the addition of two independent board members, non-declarant voting (see page. 12)
  5. Please provide a status of article 5.11 (rental of unreserved time), Master Declaration (Table 1) that states that the declarant can rent out unreserved member resort accommodations up to 45 days in advance, and keep the revenue.  As indicated in Table 1, this right was to be put to a vote in 2000 and every year thereafter, if it were to remain in effect. Please provide evidence of all decisions related to this right, along with the current status.
  6. Please explain why the board has not communicated the status of the 2017 AGM, when the bylaws indicate that the board must communicate the AGM date within 60 days (the only item communicated was the election date – no reference to the AGM, that it was cancelled etc..). The board is in violation of the bylaws.
  7. Please explain why the board does not provide notice of board meetings, even though the bylaws indicate that members have a right to attend such meetings. The board is in violation of the bylaws.
  8. Please provide evidence that “resort accommodation” is equivalent to land and condominiums, and that the club has indirect ownership of all assets on the “timeshare” land.
  9. Please provide a list of all DRI-owned land and accommodations for all properties, including any maintenance units.
  10. Please provide evidence of the points provided to DRI for the new Palm Units
  11. Please provide evidence of all board resolutions that indicate the exact number of points provided to the developer for any resort accommodations added into the trusts.
  12. Please provide evidence that the declarant is following the club guidelines for the advanced booking of rooms, to include
    1. Respecting the 11-month booking window
    2. Respecting the non-refundable nature of points 30 days prior to reservation
    3. Providing all members with getaway access on available (non-declarant booked) accommodations within the 14 day booking window
    4. The prevention of the declarant from dumping unbooked rooms back into member days before
  13. Please provide evidence that the reservation system is 100% functional in all aspects, including inventory management, and that all features available prior to the DRI management takeover remain and have been enhanced
  14. Please provide evidence that the customer service representatives understand club guidelines, as all current evidence points to a complete misunderstanding of booking processes
  15. Please provide a detailed breakdown of all legal costs incurred by the club for the GST appeal, and explain on what grounds the first and second appeal were issued.
  16. Please confirm that all GST payments collected in advance will be returned to members, in the form of a cheque, if the appeal wins.
  17. Please provide evidence that the manager has and will continue to pay for all club rebranding (name change)
  18. Please confirm that the declarant/developer has attempted to remove all consumer rights on the purchase of points from DRI (re disclosure statement)
  19. Pease justify why the Board allowed the CEO of DRI to email all members, through the club, during a due diligence process (transfer of management agreement), while disallowing members to email the membership on the very same business topic and also indicating that if the members did raise a legitimate business issue, that it would cost $35,000 to send the letter by mail (with $20,000 required up front).
  20. Please provide evidence that the board discussed the renewal of the management agreement for 2017, and explain why the board members elected not to put the renewal to a member vote, when the manager has clearly eroded services while increasing costs.
  21. Please provide a financial breakdown of the investments made by Ranier, including why this firm was hired and for what purpose, and how the GST reserve fund is related to this decision.
  22. Please provide evidence that the manager is capable of effectively communicating to club members electronic, after members who profiles are accurate continue to not receive important information
  23. Please provide a detailed list of assets that members own, through the trust, as indicated in the documents provided to members over the past 20 years. As part of this, please provide evidence that these are the assets referred to in the master declaration when discussing wind-up.
  24. Please provide evidence that no mortgages or loans exist on any of the club assets.
  25. Please explain why a fund $10,000 was set aside for each of Mr James Orr and Mr Kenneth Smith for their time spent on DRI due diligence, and confirm if they did or did not receive this money. Please also provide a list of all expenses occurred by then during this process.
  26. Please explain why Mr Kenneth Smith continues as a board member, when he is in direct conflict of interest and has been leader of the finance committee throughout the GST issue.
  27. Please provide evidence that the upcoming election process will include all members (as some have confirmed they still not have been advised of the nomination process) and be run in a fair manner, to include listing ALL candidates in alphabetical order and removing the term “incumbent” next to Mr. Kenneth Smith’s name.
  28. Please explain the structure of the club, including all subsidiaries that officially make up the club, which are reported in the consolidated financials, to include but not exclusive to : Club Intrawest Mexico SRL and Club Intrawest Mexico LLC, listed in the club’s 2015 financials by DRI. Please explain how these companies are related with DRI’s two companies: Club Intrawest Management SRL de CV & Club Intrawest Mexico Food and Beverage SRL de CV
  29. Please provide evidence why the club subsidized the Zihua restaurant of $75,000 (board meeting minutes Sep 26, 2013) – that is, subsidized a third party’s business.
  30. Please explain DRI’s plan to sell their remaining points, and thereby ensure their ownership drops below 20% voting power, so that the club can be fully independent of the developer – that is, declarant role is eliminated, as is the suggested intent described in the DRI disclosure and the club master declaration.
  31. Please explain why the declarant has attempted to remove all consumer rights, within the disclosure statement, which not only effects new members, but current members wanting to upgrade their points.
  32. Please explain why the board did not provide written opposition to the developer on the EE program, which now requires members to buy a minimum of 60 new points to rejoin the EE Program. As board members whose first priority is to the members, this opposition have taken place. Please provide the same evidence for the restructure of the EE program, which penalizes members who purchased their points before May 1, 2016.