Ask the Board
After a comprehensive, one-year review of the Club’s existing Bylaws and governing documents, the unanimous
recommendation made by outside experts was that WorldMark’s Bylaws are outdated and need to be brought
into the 21st century.
After careful consideration, the Board recommends amending the Club’s Bylaws. This proposal is on the October
ballot for full membership consideration and approval. The purpose of the amended Bylaws is to save the Club
money, protect member privacy, add a new director to the Board that has no past or present affiliation with
Wyndham, delete obsolete provisions, and define and consolidate definitions within the Bylaws.
While the overwhelming majority of comments have been supportive to amending the Club’s Bylaws, some members
have submitted questions and comments in Board emails and on social media.
In keeping with the Board’s promise to promote transparency, we have decided to respond to the most frequently
asked questions that we’ve heard from our members, just in case others may have the same concerns about the
Club’s Restated Bylaws.
Q. Why do we have to change our Bylaws?
A. Our Bylaws date back to 1989 and were written for a time when WorldMark only had one condominium, one
townhouse and one leased hotel room. WorldMark has grown into an organization with a $273-million budget,
a $48-million reserve fund and oversight responsibilities for more than $1.2 billion in assets. Our current
Bylaws do not necessarily reflect best practices, conform to current state statutes, or take advantage of
current technologies to improve communication and help the Club save money. Bottom line, it is in the best
interest of the Club to bring our Bylaws into the 21st century.
Q. Why are we not allowed to vote on each provision separately on this proposed amendment but are
forced to accept the whole package?
A. Outside counsel stated that the Club has two options for proposing Bylaw changes to the membership:
||Allow the membership to vote on each amendment individually.
||Have the membership vote on the amendments as a single (up or down) vote.
For simplicity and ease of voting, as well as to save the Club money, the experts recommended the latter.
The current ballot has two proposals listed, and with the required legal language, these two proposals
take up one full page. Imagine how long the ballot would be if every Bylaws change was listed individually?
Even changes in punctuation, correcting grammatical errors, and adding or deleting words for clarification
would have to be listed on the Club’s ballot. Just the section on defining new terms would make the ballot
a dozen pages long. If every minor Bylaws change was listed on the ballot, voting would be tedious, very
time consuming and would cost the Club more money in printing and postage. Therefore, the decision was made
to include all changes contained in the Club’s Restated Bylaws into one, “all or nothing” vote.
Q. Why add a Board member vs. just making the new rule that there has to be at least one non-Wyndham
affiliated Board member?
A. The Board currently already has two directors who have no past or present affiliation with Wyndham.
The reason behind the addition of another non-affiliated director to the Board is that given its current
composition, the Club would then have three independent directors out of six serving on the Board. In other
words, one-half of the Board would have no past or present ties to Wyndham.
Q. Why change the term of the Board from two years to three years?
A. Outside experts strongly recommended that the terms be lengthened to three years. This is a common
practice among corporate and nonprofit boards to have three-year terms. This promotes stability and enables
new directors to get past the “learning curve” of their position.
Q. Why didn’t you provide a redlined version of the Bylaws?
A. The experts recommended and provided a summary document outlining all major changes that have been
made to the restated Bylaws. The proposed restated Bylaws were completely reorganized from the previous
version in order to make the document easier to read and more understandable. In addition, hundreds of
formatting, punctuation and grammatical changes were made to the document. The experts felt that the summary
document was the best way to convey the changes that have been made to the proposed restated Bylaws. If
members wish to compare the current Bylaws with the proposed restated Bylaws, both versions may be found on
the Club’s website, along with the summary document, at worldmarktheclub.com.
Q. Do you have specific examples as to how the Club would save money with these Bylaws changes?
A. Here are some specific examples:
||Changing from first-class mail to standard mail when sending voting materials and other
election communications will save the Club approximately $230,000.
||Allowing members to “opt-in” to receive voting materials electronically will save the
Club money. Using first-class postage, package costs (including printing) are nearly
$3 each; using email, the cost per package is pennies. Multiply that by 230,000 members,
and the savings to the Club is enormous.
||If the Club was able to negotiate a multi-year contract with the election tabulator,
the Club would have saved $60,000.
||If the Club was allowed to negotiate multi-year contracts
with energy-efficient companies utilizing green technologies in our properties, the Club would
be able to save millions of dollars over the course of the lifetime of our properties.
||Due to the fact that our Bylaws are ambiguous, outdated and fail
to take advantage of current state statutes, during the past several years, WorldMark has been required
to spend several hundred thousand dollars in legal and administrative fees protecting member privacy.
Cleaning up the Bylaws will reduce legal fees and other costs associated with unreasonable and
invasive requests for member information as well as lessen the threat of frivolous lawsuits.
Q. Just reading the communications from the Board itself, their self serving manner and the history of
the last several years, leads me to vote no on almost anything they recommend.
A. The Board works very hard on behalf of each and every member. We try and take every person’s interests
and views into consideration. While we aren’t going to make everyone happy, we are proud of the fact that
we have the best timeshare club in the world today — offering unparalleled vacation opportunities for our
member families. Our Club is financially strong and growing — something very few timeshare clubs can boast
today. We hope each and every member will consider the amended Bylaws based upon their merits. We believe
that if you look closely, you will see that the Club’s Restated Bylaws will protect the Club’s future.
Q. I am against the high-risk proposed change to the Board contracting provision that removes
the “one-year limit and vote of members” requirement which allows the Board sole authority to secure
contracts of any length without member approval. In removing the limit completely, the Board is giving
themselves a carte blanche — that is the power to contract for any length, even perpetuity? And with
anyone? Who — Wyndham?
A. The limitation for negotiating only one-year contracts is a serious burden to saving money. As
anyone involved in contract negotiations understands, when you negotiate a multi-year contract, you
end up getting a lower price because the vendor can spread the set-up costs across a number of years,
and therefore reduce the price for their services. In addition, the current Bylaws require that a
multi-year contract be brought to a vote for the membership (at large) to approve. Holding a special
election to approve a contract would cost the Club in excess of $500,000, which would probably far
exceed the savings negotiated by the contract itself. Spending $500,000 to save $100,000 doesn’t make sense.
The Management Agreement with Wyndham is currently exempt from the one-year contract limitation as listed
in the existing Bylaws in Section 4.1(a)(ii). The proposed Club’s Restated Bylaws keeps the exact same
language as the current Bylaws which limits the Management Agreement to a maximum of three years and
allows a majority of the voting power of the memberships, as well as the Board, to terminate the
agreement or deny its renewal [Section 5.1(a)(2)(i)]. Therefore, Wyndham is not benefiting from the
Club’s Restated Bylaws.
Q. I am curious about the fact that owners “not in good standing” after the date of record
is determined, can’t vote even if they bring their accounts into good standing. I believe that is a
change ... not just the definition of good standing as was listed.
A. The “cannot vote if not in good standing as of the Record Date” is an existing policy
within the Election Systems Policies and Procedures (ESPP) document; however for transparency and
best practices perspective, legal counsel recommended that the language also be included in the
Club’s Restated Bylaws. Nothing has changed.
We hope this answers some of the questions you have.
A vote in favor of amending the Club’s Bylaws will protect the Club’s future. So please take a
few minutes to vote in this year’s election. A detailed summary of the proposed amendments to
the Club’s Bylaws may be found at worldmarktheclub.com.