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JOINT RETAINER AGREEMENT (JRA)
This page is kept for historical reference only. The CIOG Volunteers Coordinating Committee (VCC) has ceased to support the JRA Effort for reasons that were explained in a VCC Communication to the law firm and JRA Members on March 9th, 2018.
Please note: it is no longer possible to become a JRA member via the CIOG. The law firm we selected has asked us to remove its name and we are complying.
Fairness for Members in the Operations of Club Intrawest/Embarc
Since the November 2015 announcement of the sale of Intrawest Club Resort Group (ICRG) (the manager of Club Intrawest) to Diamond Resorts International (DRI), a few of the 22,000 concerned owners banded together as a volunteer group to represent our common member interests. Our objective was to review documents governing operation, management and control of our Club and to better understand the rights purchased with our resort points and Club Intrawest membership. More complete summaries of our findings appear at www.citheownersgroup.org but briefly, we now understand the following:
- CI/Embarc members just own a “right to use” through the exchange of resort points for occupancy/access to CI/Embarc accommodations. Members don’t, as some think, own a proportional share of the real estate in the clubs. (Club Intrawest v. The Queen, 2016 TCC 149)
- The voting structure in CI/Embarc bylaws is unfair to members. Members only have 1 vote for every 15 points, whereas the Manager/Declarant/Developer (this is now DRI) has 1 vote for every point it holds. Of 4.4M total CI/Embarc resort points, members own about 4.13M points (94%) for about 275,000 votes. DRI owns approximately 270,000 points (6%) for 270,000 votes.
- It’s nearly impossible for 22,000 members to outvote DRI. In the 2016 election for two positions on the board of directors, the candidate for whom the most members voted ended up in 3rd place as DRI voted in it’s own employees as the two directors. (1411 vs. 461 & 394)
- DRI employees and associates control the Board of Directors of CI/Embarc. (4 out of 5 directors)
- CI/Embarc communication among members is effectively blocked by the Board of Directors.
- Members are frustrated: the Right of First Refusal and associated restrictions significantly impede the value, transfer of and the selling market for resort points.
The CI Owners Group (CIOG) Volunteers believe that 94% member ownership of resort points should give members more fair operation, management and control of our Club. So we seek the following:
- Unfettered CI/Embarc communication among members without censorship by the Board of Directors: this may mean seeking our membership list information or other means;
- Removal of the unfair voting power imbalance between members and DRI by reforming class voting structure so that all classes have the same voting power (amend Bylaw, 3.6.1);
- Fairer value, transfer of and selling market for resort points;
- Restructured Board of Directors so that all directors are members only elected by members.
The CIOG Volunteers have been working on many initiatives since last November, including the first ever General Meeting for members. It is now time to retain a lawyer, through a joint retainer agreement (JRA) to represent members’ legal interests in fairness for members in the operations of CI/Embarc. CIOG Volunteers surveyed many lawyers and identified one law firm, as a good fit for CI/Embarc members. That firm had a proven track record of experience and passion for consumer protection related to timeshares.
If you believe, as CIOG Volunteers do, that members should have fairness in the operations of our Club, then please become involved and join.
Should you have any questions, please read the JRA FAQ first!
The funding request when signing the JRA was only $100. CAD/per membership.
Harness the power of many!
CI Owners Group Coordinating Committee
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