Post-SGM Letter to Embarc Board of Directors
The letter below was issued by a group of members as a follow-up to what transpired at the SGM.
Letter from the CI Owners Group Volunteer Committee
Dear Embarc Board of Directors,
This letter is to follow up on the Diamond Resorts and Embarc Board of Directors presentations and question/answer sessions that were held instead of the Special General Meeting (SGM) this past June 18th in Vancouver due to a lack of quorum for the SGM.
As the first ever SGM member meeting in the 23 years since Club Intrawest was created, it was truly an historic event. The SGM was called as a result of the request of this volunteer CI Owners Group (CIOG) committee and ultimately exceeding the required 5% threshold of the member voting power of Club Intrawest/Embarc requesting the SGM to address the “Diamond acquisition” question in the Nordis survey. As we all know, the Nordis survey was initiated due the clamor of many members following the Report of the Special Committee of the two self-declared “independent” members of the Board of Directors, one of whom was voted in by Intrawest/Diamond, the Declarant and Club Manager, and the other whom owns a company performing tax consulting contracts for the Declarant and Club manager while also being head of the Finance and Audit Committee.
Unfortunately the agenda of the SGM established by the Diamond dominated Board of Directors did not reflect the requests by the CIOG for an SGM to address the many questions/issues and it did not reflect the “Diamond acquisition” survey question set by Embarc/DRI to members asking for a vote on whether or not the members wanted to hold an SGM. Well in advance of the scheduled meeting date, many Club Intrawest/Embarc members and the CIOG Committee members brought this deficiency to the attention of the Board of Directors (BoD). However, it became very clear by the refusal of the Board to correct the agenda that this committee’s requests and the reason provided by Embarc/DRI to members on the survey were being completely disregarded by the Board of Directors.
It was to the great disappointment and consternation of all 1,000 or so Club Intrawest/Embarc members in attendance on June 18th that quorum was not achieved for the SGM. However, not achieving quorum only provided a clearer understanding to the members in attendance of the imbalance of voting power that the Club Intrawest members have compared to the Declarant represented by Trevor Bruno, the president of the Board of Directors. Not achieving quorum was of no surprise to the CI Owners Group Committee. The 6.52% that was reached was as of a result of the CI Owners Group volunteers who worked relentlessly prior to the SGM to identify members and mobilize their attendance and support. In contrast, the BoD appeared to be working against member participation by actively preventing electronic internet communication among members under the pretext of member privacy and by preventing modern video conferencing and recording of the event.
Nevertheless, the BoD and Diamond Resorts should take note of the following points from the questions and interventions of members at the ensuing Q & A session and from the great number of proxies given to the CI Owners Group committee members to represent members’ interests:
1) Members want a real voice on how the Club is managed and un-conflicted representation on the BoD;
2) Members want full and complete transparency and accountability of each and every director on the BoD as well as the Board as a whole;
3) Members want the replacement of Kenneth Smith as director with a truly independent director; and,
4) Members want priority of access and accessibility to our existing Club Intrawest/Embarc Resorts in exchange for points before the general public can book our resorts through sites such as Expedia.com,
Hotels.com, Trivago, etc.
The Directors on the Board individually and collectively appear to have failed in their fiduciary duties to the members on many fronts, from the sale of IRCG and transfer of the management agreement to Diamond, to the SGM debacle. The aborted SGM was a disaster created by the Board and handled quite poorly by the Chair who could not, at times, give a straight answer, and at other times, simply ignored legitimate questions. This began with a question concerning what legal jurisdiction the meeting was being held under. The uncertainty of the Chair and that of the rest of the Board, including the Parliamentarian, regarding whether it was Delaware law, the Societies Act or British Columbia law that prevailed was an embarrassment to the BoD. Member questions addressed to the Chair but intended for the BoD as a whole were sidestepped or completely ignored. The Chair seemed to refuse to answer directly or honestly.
The CI Owners Group listened to the membership during both the aborted SGM and its own “post SGM” meeting and we will continue to listen to them through our growing member outreach, we will continue to inform and help members understand their rights, obligations and membership in the Embarc Resorts. We will continue to grow in support of the membership to ensure and preserve the value of Club Intrawest/Embarc for members. We sincerely hope and expect that both Diamond Resorts and the Board of Directors demonstrate their good faith and respond to the CIOG and members’ concerns outlined above.
The CI Owners Group