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Special Resolution #3


To require the resignation of Mr. Kenneth G. Smith and to elect a new Independent Director, solely by the Voting Power of the Resort Point Members, during the Special Meeting, from the Members present, as interim Director until the election in 2017.


Rationale for Special Resolution Demanding the Resignation and Immediate Replacement of Mr. Kenneth G. Smith


The requirement for the resignation of Mr. Smith is based on facts that prevent Mr. Smith from fulfilling his fiduciary responsibilities as Director:


1-  Mr. Smith is in a conflict of interest, as the company Traner Smith & Co., PLLC, where he is a principal owner, provides Financial Services to the      Board of Directors. This conflict removes his ability to be independent.


2-  Mr. Kenneth G. Smith has been admonished by The Washington Society of Certified Public Accountants and the American Institute of Certified          Public Accountants, which runs contrary to the platform upon which he was elected in 2014 (below) and removes his ability to preside over the

     Finance and Audit Committee.


 “Kenneth G. Smith, presently Board of Director and Finance, Committee Chairman with Club Intrawest since 1995, requests to be re-elected. Ken has extensive experience managing financial affairs of private Clubs. Ken, the founding partner of Traner Smith & Co., certified public accounting firm, Board of Director, Treasurer for NFL Alumni association, Camp Korey and past president of the Everett Golf and Country Club in Everett, Washington.


In summary, these points highlight that Kenneth G Smith, as a CPA, is held to a higher level of account in ensuring that the Club demonstrates integrity and ethical values. This is further compounded through his accountability as Chair, Finance and Audit Commiteee, which is a key position in establishing the appropriate “tone from the top” required of both not for profit and profit sector entities registered in the US..



Submitted by:     Konrad Kawalec

                                                Membership # 1-365787

                                                Annual Points:  300



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