Register
It is currently Sat 21 Jan 2017 12:40 am

2016 Restated Bylaws Part 1: BOARD COMPOSITON

View active topics

All times are UTC - 8 hours


Post new topic Reply to topic  [ 15 posts ] 
Author Message
 PostPosted: Mon 05 Sep 2016 9:40 am   
User avatar

Joined: Mon 27 May 2013 10:54 pm
Posts: 649
Location: Mid-Atlantic Coast
Refer to the Executive Summary at the back end of the proposed bylaw mailer.

This is the section that ensconces the Declarant-only and Member-only director positions.

Interestingly, the "explanation" specifies how the board positions will be voted upon, but this does not seem to be captured in the actual bylaws. FWIW, there will be no (or reduced) ability to accumulate votes for the unrestricted director positions. This set up so there is only 1 unrestricted opening in odd years and 2 in even years is not a mistake on Wyndham's part. It have been better to have all unrestricted openings in a single year, but Wyndham knows this would open the door to a 2nd "independent". As it stands, we will get a bone of 1 Member director, but don;t expect anymore than that. Ever.

RECOMMENDATION: Reject.

_________________
Chris
A WorldMark and Club Wyndham Owner
FLY NAVY

Resorts visited:
WorldMark: Solvang, Lake Tahoe, Angels Camp, Running Y, Depoe Bay, Big Bear, Marina Dunes, Reno, Wolf Creek, West Yellowstone, Havasu Dunes, Santa Fe, Grand Lake, Steamboat Springs
Club Wyndham: Grand Desert, Angels Camp, Flagstaff, Old Town Alexandria, Governor's Green, Great Smokies Lodge, Smokey Mountains, Kingsgate
Other: Club Tahoe, Glacier Wilderness Resort, Vacation Village in the Berkshires, USS Constellation, USS Dwight D. Eisenhower, Camp Lemonnier (Djibouti)


Top
 Profile  
 PostPosted: Mon 05 Sep 2016 10:40 pm   
User avatar

Joined: Tue 11 Nov 2008 1:20 pm
Posts: 3737
Location: San Antonio, TX
You are correct that the impact of cumulative voting is reduced with the planned implementation (but not eliminated).

But your suggested implementation would completely eliminate the benefit of cumulative voting for member-only seat. Meaning a candidate only wins the independent seat if they can overcome the total voting power of the BoD.

I would say that retaining the benefit of cumulative voting in every election cycle is more beneficial. But it is close. The voting power of Wyndham being the wild-card.

_________________
Eric

FACT: We have two independent BoD members - Bob Morrison and Cecilia Cuevas. You can trust that they are independent BoD members, because WMOwners Inc. cast proxy votes for them in the 2011 election. Both of these owners do not have any current or previous financial ties to Wyndham, and meet the IRS and SEC criteria for independent board members.


Top
 Profile  
 PostPosted: Tue 06 Sep 2016 2:45 am   
User avatar

Joined: Mon 27 May 2013 10:54 pm
Posts: 649
Location: Mid-Atlantic Coast
ecwinch wrote:
You are correct that the impact of cumulative voting is reduced with the planned implementation (but not eliminated).

But your suggested implementation would completely eliminate the benefit of cumulative voting for member-only seat. Meaning a candidate only wins the independent seat if they can overcome the total voting power of the BoD.

I would say that retaining the benefit of cumulative voting in every election cycle is more beneficial. But it is close. The voting power of Wyndham being the wild-card.

I'm not sure what you mean by "completely eliminate cumulative voting."

The Member-only seat is not impact by BOD voting power, at least as it relates to elections. The issue with cumulative voting arises due to the segmentation of the seats.

Under the Wyndham explanation, there would only be a single unrestricted seat in the odd years. In this case, there is no such beast as "cumulative voting" since you cannot accrue more than a single vote for that seat on a given ballot. Hence, cumulative voting is eliminated.

In the even years, there will only be 2 unrestricted seats. History has shown that the closest thing to an "upset" occurs when there are 3 seats in play, and that it is much more difficult when there are only 2. Therefore, the potential for successful cumulative voting, while it still exists, is significantly reduced.

I would think that my suggestion would at least raise the possibility of electing a 2nd Member candidate. It would still be a slog, but would still be possible.

IMO it was always a pipe dream to wrestle a 3-2 majority away from Wyndham. But the possibility of a "true" 2-3 minority is much more appealing than a 1-4 token presence.

What are you interpreting that I am not?




Sent from my iPhone using Tapatalk

_________________
Chris
A WorldMark and Club Wyndham Owner
FLY NAVY

Resorts visited:
WorldMark: Solvang, Lake Tahoe, Angels Camp, Running Y, Depoe Bay, Big Bear, Marina Dunes, Reno, Wolf Creek, West Yellowstone, Havasu Dunes, Santa Fe, Grand Lake, Steamboat Springs
Club Wyndham: Grand Desert, Angels Camp, Flagstaff, Old Town Alexandria, Governor's Green, Great Smokies Lodge, Smokey Mountains, Kingsgate
Other: Club Tahoe, Glacier Wilderness Resort, Vacation Village in the Berkshires, USS Constellation, USS Dwight D. Eisenhower, Camp Lemonnier (Djibouti)


Top
 Profile  
 PostPosted: Tue 06 Sep 2016 4:01 am   
User avatar

Joined: Tue 11 Nov 2008 1:20 pm
Posts: 3737
Location: San Antonio, TX
Chris

Currently in 2-seat election cycles, WMO proxies receive 2 votes because of cumulative voting.

If both the director and member seat were in the 2-seat election cycle, WMO proxies would only receive 1 vote per proxy. A 50% reduction.

The BoD's proxies are similarly impacted, but since they have always had to split their proxies, their voting power is doubled.

That's how I see it.

_________________
Eric

FACT: We have two independent BoD members - Bob Morrison and Cecilia Cuevas. You can trust that they are independent BoD members, because WMOwners Inc. cast proxy votes for them in the 2011 election. Both of these owners do not have any current or previous financial ties to Wyndham, and meet the IRS and SEC criteria for independent board members.


Top
 Profile  
 PostPosted: Tue 06 Sep 2016 3:28 pm   
User avatar

Joined: Mon 27 May 2013 10:54 pm
Posts: 649
Location: Mid-Atlantic Coast
ecwinch wrote:
Chris

Currently in 2-seat election cycles, WMO proxies receive 2 votes because of cumulative voting.

If both the director and member seat were in the 2-seat election cycle, WMO proxies would only receive 1 vote per proxy. A 50% reduction.

The BoD's proxies are similarly impacted, but since they have always had to split their proxies, their voting power is doubled.

That's how I see it.

You are ignoring the fact that the 2 positions are mutually exclusive. The Declarant cannot vote at all for the Membership position and vice versa. Therefore there is no "conflict". Cumulative voting is NOT even a factor as no corporate entity need be overcome.


Sent from my iPhone using Tapatalk

_________________
Chris
A WorldMark and Club Wyndham Owner
FLY NAVY

Resorts visited:
WorldMark: Solvang, Lake Tahoe, Angels Camp, Running Y, Depoe Bay, Big Bear, Marina Dunes, Reno, Wolf Creek, West Yellowstone, Havasu Dunes, Santa Fe, Grand Lake, Steamboat Springs
Club Wyndham: Grand Desert, Angels Camp, Flagstaff, Old Town Alexandria, Governor's Green, Great Smokies Lodge, Smokey Mountains, Kingsgate
Other: Club Tahoe, Glacier Wilderness Resort, Vacation Village in the Berkshires, USS Constellation, USS Dwight D. Eisenhower, Camp Lemonnier (Djibouti)


Top
 Profile  
 PostPosted: Tue 06 Sep 2016 3:53 pm   
User avatar

Joined: Tue 11 Nov 2008 1:20 pm
Posts: 3737
Location: San Antonio, TX
uscav8r wrote:
ecwinch wrote:
Chris

Currently in 2-seat election cycles, WMO proxies receive 2 votes because of cumulative voting.

If both the director and member seat were in the 2-seat election cycle, WMO proxies would only receive 1 vote per proxy. A 50% reduction.

The BoD's proxies are similarly impacted, but since they have always had to split their proxies, their voting power is doubled.

That's how I see it.

You are ignoring the fact that the 2 positions are mutually exclusive. The Declarant cannot vote at all for the Membership position and vice versa. Therefore there is no "conflict". Cumulative voting is NOT even a factor as no corporate entity need be overcome.


Sent from my iPhone using Tapatalk


Crunch the numbers.

Let's say WMO has 51 proxies, Wyndham has 17 votes, and the BoD has 83 proxies in this years election. To keep it simple let's say there are no other votes.

That would mean the WMO candidate would be elected this year. With two votes per proxy, the WMO candidate would receive 102 votes. Each of the incumbents would only receive 100 votes, because the BoD's and Wyndham's votes have to be split.

Then consider the same scenerio if the members only and Developer only positions were in force this year. WMO would only be able to cast 51 votes for the members only seat, and the BoD would cast their 83 votes for the members seat. Wyndham would cast their votes for the developer only seat, and WMO would be shut out.

As I said originally, your proposal that both restricted positions be in the 2-seat election cycle would negate the benefit of cumulative voting in that election cycle entirely. Making it harder to secure two seats.

_________________
Eric

FACT: We have two independent BoD members - Bob Morrison and Cecilia Cuevas. You can trust that they are independent BoD members, because WMOwners Inc. cast proxy votes for them in the 2011 election. Both of these owners do not have any current or previous financial ties to Wyndham, and meet the IRS and SEC criteria for independent board members.


Top
 Profile  
 PostPosted: Mon 12 Sep 2016 6:05 am   
User avatar

Joined: Wed 14 Sep 2011 12:00 pm
Posts: 286
I like all of your attempts to begin threads for each of the proposed changes. I am also glad that you recommend rejecting the ENTIRE Bylaws Change proposal. Reject part you reject the entirety of all proposed changes and therefore there is no need for ANY changes at all.

Vote No on the Bylaws Change Proposal

_________________
Owner since 2000 have had 155 stays at 30 resorts - Love WM


Top
 Profile  
 PostPosted: Mon 12 Sep 2016 1:40 pm   
User avatar

Joined: Mon 27 May 2013 10:54 pm
Posts: 649
Location: Mid-Atlantic Coast
ecwinch wrote:
uscav8r wrote:
ecwinch wrote:
Chris

Currently in 2-seat election cycles, WMO proxies receive 2 votes because of cumulative voting.

If both the director and member seat were in the 2-seat election cycle, WMO proxies would only receive 1 vote per proxy. A 50% reduction.

The BoD's proxies are similarly impacted, but since they have always had to split their proxies, their voting power is doubled.

That's how I see it.

You are ignoring the fact that the 2 positions are mutually exclusive. The Declarant cannot vote at all for the Membership position and vice versa. Therefore there is no "conflict". Cumulative voting is NOT even a factor as no corporate entity need be overcome.


Sent from my iPhone using Tapatalk


Crunch the numbers.

Let's say WMO has 51 proxies, Wyndham has 17 votes, and the BoD has 83 proxies in this years election. To keep it simple let's say there are no other votes.

That would mean the WMO candidate would be elected this year. With two votes per proxy, the WMO candidate would receive 102 votes. Each of the incumbents would only receive 100 votes, because the BoD's and Wyndham's votes have to be split.

Then consider the same scenerio if the members only and Developer only positions were in force this year. WMO would only be able to cast 51 votes for the members only seat, and the BoD would cast their 83 votes for the members seat. Wyndham would cast their votes for the developer only seat, and WMO would be shut out.

As I said originally, your proposal that both restricted positions be in the 2-seat election cycle would negate the benefit of cumulative voting in that election cycle entirely. Making it harder to secure two seats.

Your underlying assumption is that you can pool your votes between the restricted Member-only position and the unrestricted position. I make the opposite assumption that they are kept discrete. Again, the details of how this will be put into action are not fully known, and this is yet another reason to vote NO on the Bylaw package.


Sent from my iPhone using Tapatalk

_________________
Chris
A WorldMark and Club Wyndham Owner
FLY NAVY

Resorts visited:
WorldMark: Solvang, Lake Tahoe, Angels Camp, Running Y, Depoe Bay, Big Bear, Marina Dunes, Reno, Wolf Creek, West Yellowstone, Havasu Dunes, Santa Fe, Grand Lake, Steamboat Springs
Club Wyndham: Grand Desert, Angels Camp, Flagstaff, Old Town Alexandria, Governor's Green, Great Smokies Lodge, Smokey Mountains, Kingsgate
Other: Club Tahoe, Glacier Wilderness Resort, Vacation Village in the Berkshires, USS Constellation, USS Dwight D. Eisenhower, Camp Lemonnier (Djibouti)


Top
 Profile  
 PostPosted: Mon 12 Sep 2016 1:58 pm   
User avatar

Joined: Tue 11 Nov 2008 1:20 pm
Posts: 3737
Location: San Antonio, TX
Chris - we seem to be talking about two different things.

No, I do not believe you can pool your votes for the restricted positions. [Clarification: In the two seat election cycle as you suggested]

Which is why it would be harder to overcome the BoD's proxies IF they followed your suggestion to move the restricted positions to the 2-seat election cycle (even year). Because doing so would negate the advantage of cumulative voting in that 2-seat election cycle.

_________________
Eric

FACT: We have two independent BoD members - Bob Morrison and Cecilia Cuevas. You can trust that they are independent BoD members, because WMOwners Inc. cast proxy votes for them in the 2011 election. Both of these owners do not have any current or previous financial ties to Wyndham, and meet the IRS and SEC criteria for independent board members.


Top
 Profile  
 PostPosted: Mon 12 Sep 2016 2:26 pm   
User avatar

Joined: Tue 11 Nov 2008 1:20 pm
Posts: 3737
Location: San Antonio, TX
uscav8r wrote:
Your underlying assumption is that you can pool your votes between the restricted Member-only position and the unrestricted position. I make the opposite assumption that they are kept discrete. Again, the details of how this will be put into action are not fully known, and this is yet another reason to vote NO on the Bylaw package.


Sent from my iPhone using Tapatalk


I don't think your read is correct on pooling your votes for the restricted position (from the proposed by-laws):

Cumulative Voting. Every Membership entitled to vote at any election of Directors may cumulate the Membership’s votes and give any one candidate all of its eligible votes. A Membership’s eligible vote is equal to the number of Directors for whom the Membership is eligible to vote. Alternatively, a Membership may distribute its eligible votes among as many candidates as the Membership so chooses.

_________________
Eric

FACT: We have two independent BoD members - Bob Morrison and Cecilia Cuevas. You can trust that they are independent BoD members, because WMOwners Inc. cast proxy votes for them in the 2011 election. Both of these owners do not have any current or previous financial ties to Wyndham, and meet the IRS and SEC criteria for independent board members.


Top
 Profile  
 PostPosted: Mon 12 Sep 2016 5:23 pm   
User avatar

Joined: Mon 27 May 2013 10:54 pm
Posts: 649
Location: Mid-Atlantic Coast
ecwinch wrote:
uscav8r wrote:
Your underlying assumption is that you can pool your votes between the restricted Member-only position and the unrestricted position. I make the opposite assumption that they are kept discrete. Again, the details of how this will be put into action are not fully known, and this is yet another reason to vote NO on the Bylaw package.


Sent from my iPhone using Tapatalk


I don't think your read is correct on pooling your votes for the restricted position (from the proposed by-laws):

Cumulative Voting. Every Membership entitled to vote at any election of Directors may cumulate the Membership’s votes and give any one candidate all of its eligible votes. A Membership’s eligible vote is equal to the number of Directors for whom the Membership is eligible to vote. Alternatively, a Membership may distribute its eligible votes among as many candidates as the Membership so chooses.

Let's assume you can accumulate votes between restricted and unrestricted positions. Here is where the 3-way 1/1/1 setup practically guarantees 2 Wyndham seats.

Wyndham votes as a single block; in other words, there is no guess as to how half of the outstanding votes will go. The Membership, however, has no such insider knowledge.

If accumulation of votes between restricted and unrestricted positions is allowed, Wyndham could conceivably vote in their preferred restricted candidate with as little as one vote. They could then throw EVERY other vote into the unrestricted position, and simply overwhelm the Membership.

Since the Membership is not a single bloc (remember that the Members will give some proxies to the BOD), a certain proportion of votes will need to be dedicated to the Members-only position to get the preferred independent elected. This waters down any ability to get another independent onto the unrestricted position.

The way it is described by the BOD, it is all but guaranteed that Wyndham would get 2 seats in the 1/1/1 setup.


Sent from my iPhone using Tapatalk

_________________
Chris
A WorldMark and Club Wyndham Owner
FLY NAVY

Resorts visited:
WorldMark: Solvang, Lake Tahoe, Angels Camp, Running Y, Depoe Bay, Big Bear, Marina Dunes, Reno, Wolf Creek, West Yellowstone, Havasu Dunes, Santa Fe, Grand Lake, Steamboat Springs
Club Wyndham: Grand Desert, Angels Camp, Flagstaff, Old Town Alexandria, Governor's Green, Great Smokies Lodge, Smokey Mountains, Kingsgate
Other: Club Tahoe, Glacier Wilderness Resort, Vacation Village in the Berkshires, USS Constellation, USS Dwight D. Eisenhower, Camp Lemonnier (Djibouti)


Top
 Profile  
 PostPosted: Mon 12 Sep 2016 6:10 pm   
User avatar

Joined: Tue 11 Nov 2008 1:20 pm
Posts: 3737
Location: San Antonio, TX
uscav8r wrote:
If accumulation of votes between restricted and unrestricted positions is allowed, Wyndham could conceivably vote in their preferred restricted candidate with as little as one vote. They could then throw EVERY other vote into the unrestricted position, and simply overwhelm the Membership.


We already went into that rabbit hole. As Shy pointed out to me, there is a difference between votes and voting power. So for that to happen the BoD would have to modify the election procedures and allow voting power to be split.

viewtopic.php?f=53&t=45853

The material impact of this measure is that it diminishes the voting power of the WMO proxies in 2017, meaning the WMO candidate's real chance of election is likely pushed back until 2018.

_________________
Eric

FACT: We have two independent BoD members - Bob Morrison and Cecilia Cuevas. You can trust that they are independent BoD members, because WMOwners Inc. cast proxy votes for them in the 2011 election. Both of these owners do not have any current or previous financial ties to Wyndham, and meet the IRS and SEC criteria for independent board members.


Top
 Profile  
 PostPosted: Mon 12 Sep 2016 6:47 pm   
User avatar

Joined: Mon 27 May 2013 10:54 pm
Posts: 649
Location: Mid-Atlantic Coast
Eric, here is a game theoretic question then. Assuming the Bylaw changes pass, that a large proportion of Members assign proxies to the BOD, and that cumulative voting can be shared across unrestricted and restricted seats, how would you recommend voting?

If you double down on a single independent, you likely get the Member-only seat, but you had better chances of getting that seat anyway.

Spread the vote across 2 indies using some hoped-for weighted proportion? (This would be nearly impossible to coordinate, by the way.)

How do you actually proposed "accumulating" enough votes to get 2 indies on board in the odd years?

In my estimation it is next to impossible.


Sent from my iPhone using Tapatalk

_________________
Chris
A WorldMark and Club Wyndham Owner
FLY NAVY

Resorts visited:
WorldMark: Solvang, Lake Tahoe, Angels Camp, Running Y, Depoe Bay, Big Bear, Marina Dunes, Reno, Wolf Creek, West Yellowstone, Havasu Dunes, Santa Fe, Grand Lake, Steamboat Springs
Club Wyndham: Grand Desert, Angels Camp, Flagstaff, Old Town Alexandria, Governor's Green, Great Smokies Lodge, Smokey Mountains, Kingsgate
Other: Club Tahoe, Glacier Wilderness Resort, Vacation Village in the Berkshires, USS Constellation, USS Dwight D. Eisenhower, Camp Lemonnier (Djibouti)


Top
 Profile  
 PostPosted: Mon 12 Sep 2016 8:14 pm   
User avatar

Joined: Tue 11 Nov 2008 1:20 pm
Posts: 3737
Location: San Antonio, TX
Your OP was that the by-laws passing would mean we should never expect more than 1 seat. ("As it stands, we will get a bone of 1 Member director, but don;t expect anymore than that. Ever.")

Did you mean to say that we should never expect more than 1 seat in each election cycle? i.e. never secure a majority.

The by-laws passing (or not) would not change my recommendation on how to vote.

_________________
Eric

FACT: We have two independent BoD members - Bob Morrison and Cecilia Cuevas. You can trust that they are independent BoD members, because WMOwners Inc. cast proxy votes for them in the 2011 election. Both of these owners do not have any current or previous financial ties to Wyndham, and meet the IRS and SEC criteria for independent board members.


Top
 Profile  
 PostPosted: Tue 13 Sep 2016 4:07 pm   
User avatar

Joined: Mon 27 May 2013 10:54 pm
Posts: 649
Location: Mid-Atlantic Coast
ecwinch wrote:
Your OP was that the by-laws passing would mean we should never expect more than 1 seat. ("As it stands, we will get a bone of 1 Member director, but don;t expect anymore than that. Ever.")

Did you mean to say that we should never expect more than 1 seat in each election cycle? i.e. never secure a majority.

The by-laws passing (or not) would not change my recommendation on how to vote.

I meant the one director of five.

The best chances for electing an independent newcomer have always come in the 3-seat elections. None of the 2-seat elections have come close. Perhaps Myle Hammond can change this paradigm with his outreach campaign during the current 2-seat cycle, but I won't hold my breath. He came extremely close last year during the 3-seater.

By going with a 1/1/1 in odd years, Wyndham essentially concedes a seat during what is historically the best chance for the Members anyway.

They still hold the advantage in the 2-seater.

Hence one indie is realistically elected across 2 cycles.


Sent from my iPhone using Tapatalk

_________________
Chris
A WorldMark and Club Wyndham Owner
FLY NAVY

Resorts visited:
WorldMark: Solvang, Lake Tahoe, Angels Camp, Running Y, Depoe Bay, Big Bear, Marina Dunes, Reno, Wolf Creek, West Yellowstone, Havasu Dunes, Santa Fe, Grand Lake, Steamboat Springs
Club Wyndham: Grand Desert, Angels Camp, Flagstaff, Old Town Alexandria, Governor's Green, Great Smokies Lodge, Smokey Mountains, Kingsgate
Other: Club Tahoe, Glacier Wilderness Resort, Vacation Village in the Berkshires, USS Constellation, USS Dwight D. Eisenhower, Camp Lemonnier (Djibouti)


Top
 Profile  
Display posts from previous:  Sort by  
Post new topic Reply to topic  [ 15 posts ] 

All times are UTC - 8 hours


Who is online

Users browsing this forum: No registered users and 1 guest


You cannot post new topics in this forum
You cannot reply to topics in this forum
You cannot edit your posts in this forum
You cannot delete your posts in this forum
You cannot post attachments in this forum

Search for:
Jump to:  


Powered by phpBB © 2000, 2002, 2005, 2007 phpBB Group
Style originally created by Volize © 2003 • Redesigned SkyLine by MartectX © 2008 - 2010