Pure point TS companies & Mugwamp Swamps

[BocaBum99 Super Moderator Find all posts View Profile Close BocaBum99]

melschey,
That profile was put on the Worldmark forum about 2 years ago. Not sure what the term non-executive means there either. Would be interesting to see if the email address even works anymore.

The Chairman and CEO roles are two very diffferent positions within a Corporation. The CEO typically runs the company and makes specific operational decisions affecting a company. All of the employees report to the CEO.

The board of directors is who the CEO reports to. The board of directors has fiduciary responsibilities to the shareholders and look out for their interests. Board meeting typically occur every quarter on a regular basis and then there are special meetings that also occur. Often times the CFO and the CEO both serve on the board of directors as well.

The chairman of the board runs the board meetings and basically sets the agenda for those meetings. The agenda are often times pro forma. But, there are many matters that come before the board that requires their explicit approval. Mergers and acquisitions, capital structures, 10k filings, annual reports, high level strategies and business plans, stock option grants, executive compensation and such things. Most of the times, operational details are not discussed. Only matters that require board decisions.

In many companies, the Chairman and CEO are the same person. In others, there is a separate Chairman and CEO. When that happens, the CEO typically reports to the Chairman.

When a person has the title non-executive chairman. It means his/her role is limited to the board of directors. He has no operational responsibilities. Just oversee the CEO, usually at arms length since the CEO is running the company.

Sometimes, the CEO has a lucrative golden parachute or is so important that they must be kept in the CEO role, but the board doesn't want them running the company anymore. When that happens, the board can install an executive chairman. The CEO reports to the Executive chairman and the executive chairman takes operational control of the company. The makes for a lame duck CEO. But, it does happen. Most chairman are non-executive unless they are also the CEO.

[BocaBum99 Super Moderator Find all posts View Profile Close BocaBum99]

By the way, I don't see a conflict when a non-executive chairman of Cendant Timeshare Resort Group also serves on the WorldMark board. That person has no operational accountabilities in Cendant. He is paid to do a role. The decisions they make are very high level. And, they usually have very little communication with operational managers since this disempowers the CEO. A good CEO shields and manages communication to his board very carefully. He picks executives that are loyal to his agenda and they are usually instructed NOT to engage with Board members without express consent of the CEO. Believe it or not, most board members I know are capable of knowing whose interests they are representing on a board.

Most board members are covered by D&O liability insurance. The top officers and the board are who goes to jail or gets named in a shareholder lawsuit when things go awry. Therefore, they are all about shielding themselves from risk. The funny thing about D&O insurance is that it covers you ONLY if you are not guilty. If you are found guilty of some fradulent activity, your coverage stops just like your hurricane insurance doesn't cover your home if your shutters are not on in a hurricane and you house is damaged. So, board members really do focus in on issues related to their chartered roles.

[coatrack Member Find all posts View Profile Close coatrack]

Boca,
Thank you so much for the in depth explanation, I really appreciate it!

[PA- Junior Member Find all posts View Profile Close PA-]

....

some have scared the daylights out of me asking owners for proxy votes to vote the way they want....AND OWNERS BLINDLY GIVING THEIR VOTES AWAY INSTEAD OF VOTING THEMSELVES - YIKES . There is NOTHING to stop someone from getting the proxies and running for the board and voting for themselves! THAT....is real scary.
.....

I intend to vote my votes myself for the best candidate I THINK can work WITH the board, not be at odds with them.
I would like to see Jack McConnell leave the board and an owner replace him. I do not know all the candidates that are running so must wait to see who would be the best fit.
....

99.9% of the time, the party that solicits proxies is either on the board, or running for the board, so that wouldn't be at all unusual. In the history of Worldmark, only one group has ever solicited proxies, and that's the Worldmark BOard of Directors. I know this to be the case, because until this coming election, there's NEVER been a place on the ballot to select someone other than the Board. They wouldn't hesitate to use their proxies to keep their Trendwest control, if necessary. Do you honestly believe they'll easily give that control up?

Every vote cast is a vote wasted, if they're split up amongst the candidates. So many owners blindly give their proxies to the board, the only possibility of getting rid of Jack, and electing an independent, is by pooling our votes together. I've given my reasons for wanting proxies instead of pulling for one candidate; it's because I plan to see the results in the 11th hour (as the Board gets to do), then cast them for the independent candidate with the best chance of winning.

If you disagree, go ahead and vote your votes yourself, I'm not trying to dissuade you. I'm just trying to make sure as many owners as possible have an equal opportunity to make that decision for themselves.

[coatrack Member Find all posts View Profile Close coatrack]

"In the history of Worldmark, only one group has ever solicited proxies, and that's the Worldmark BOard of Directors."

a Quorum is needed

"I plan to see the results in the 11th hour (as the Board gets to do), then cast them for the independent candidate ....."

It is the "I "factor that is troubling.....I want to cast my votes for the candidate I see as the best fit....not the candidate someone else thinks if best. It isn't a case of 'disagree'....it is a case of being in control of my votes.....I wouldn't give me vote in a primary election to someone to vote for the presidential candidate THEY think is best....I see this as the same thing. It seems you are saying that owners that are informed can't make the right decision unless you cast their votes....this is not true. They participate on the forums to learn and become informed so they can vote their choice.

"I'm just trying to make sure as many owners as possible have an equal opportunity to make that decision for themselves."

If the goal is to give owners equal opportunity to make the decision - they need to cast their votes themselves.

You sound like you are a candidate looking for votes, are you? (I do not mean this in a nasty way, just wondering)

[PA- Junior Member Find all posts View Profile Close PA-]

....I want to cast my votes for the candidate I see as the best fit.......

Well then, by all means, do so. If it's wasted, that's your priviledge. If, on the other hand, you want the incumbents to win, you will have achieved your goal. No candidate has ever reached the board by out-polling an incumbant.

[PA- Junior Member Find all posts View Profile Close PA-]

By the way, I don't see a conflict when a non-executive chairman of Cendant Timeshare Resort Group also serves on the WorldMark board. That person has no operational accountabilities in Cendant. .....

A major stockholder in Cendant would also not necessarily have any operational accountabilities, but that certainly wouldn't qualify as no conflict of interest. Dave Herrick's (pres. of Trendwest) wife has no operational accountabilities in Trendwest. Would you say that she is independent?

[BocaBum99 Super Moderator Find all posts View Profile Close BocaBum99]

A major stockholder in Cendant would also not necessarily have any operational accountabilities, but that certainly wouldn't qualify as no conflict of interest. Dave Herrick's (pres. of Trendwest) wife has no operational accountabilities in Trendwest. Would you say that she is independent?

I don't see a problem with a major shareholder in Cendant being a board member of WorldMark. I am a small shareholder in Cendant. I didn't invest in Cendant because they owned Trendwest. Trendwest's contribution is so small to Cendant that it doesn't even make the major headings in the 10-k filings.

I think the test is whether decisions on one board materially impact that person's other holdings. In the case of the shareholder, it doesn't. So, there is no reason to believe that person will risk jail time by breaching their fidiciary accountabilities.

In the case of Dave Herrick's wife being on the board, that to me is more problematic. I don't know the details, but I would discourage that board membership. That's because Dave would be in a position to exert tremendous pressure on his wife to vote in certain ways.

Remember, I am for an independent board for WorldMark. My only point is that there are many boards that are NOT independent that operate fine.

[PA- Junior Member Find all posts View Profile Close PA-]

...
Gene Hensley DOES NOT work for TW or Cendent and DOES NOT get a paycheck from them or the WM board for his participation there.

.....

Just in case anyone's interested, here's the email address for our independent director, Gene Hensley, who "doesn't work for TW or Cendant". No, he doesn't get a paycheck from them for his participation on the Worldmark board, that's forbidden by the governing documents. That doesn't mean in any way that he doesn't get a paycheck from them.

Gene.Hensley@wyndhamvo.com

FYI, Wyndhamvo is the new name for what used to be Trendwest. Gene is not independent. I'm not privy to how much he's paid, and for what, but if it walks like a duck, looks like a duck, votes like a duck, and spin controls like a duck....

[BocaBum99 Super Moderator Find all posts View Profile Close BocaBum99]

Many of my posts on this thread are abstract concepts simply meant to illustrate specific points and not this particular situation as a whole. If I had to back up for a moment and simply look at the situation more objectively as it actually is and use common sense, I would have to say that the WorldMark board is dominated by Trendwest. These people are very sympathetic to the Trendwest and Cendant agenda. Therefore, they will naturally vote in a way that supports that agenda. Anyone arguing against this notion isn't being intellectually honest.

The WorldMark board situation is intriguing in that it is one that actually has a realistic path to owner independence. The original bylaws were created in a way very sympathic to owners vs. the developer. I really like that aspect of the Club since hardly any other point system out there gives owners as many potential options for taking control of the board and its direction as WorldMark does as far as I can tell from the many documents I have read. Most other point systems virutally guarantee developer control of the board of trustees. It appears that several creative individuals have determined a strategy and plan for getting on that plan toward independence. I admire and applaude those efforts.

So, what this proxy fight is all about to me is owners rightfully taking control of their club from a very powerful developer who has invested millions of dollars in acquiring development rights for WorldMark. They will fight to the end to keep control and so this process of elections is not like your normal democratic election. It's all about deciding the future of the Club.

If you cast your proxy vote for PA, then you are for an independent board with independent owner control of the direction of the club. If you are for any other method, you are for the status quo with Trendwest calling the shots. That's because the normal democratic election process will lead automatically to a Trendwest dominated and controlled board. So, the key decision in your mind should be who do you trust more, a) Trendwest or b) PA choosing an independent slate of board members?

[shopgirl Senior Member Find all posts View Profile Close shopgirl]

Coatrack, I know PA, Philip, well enough to tell you that his actions are sincere

His effort is a noble one and I applaud him for putting his money where his mouth is. He is an honorable man, a man who loves his family and puts what is right ahead of everything.

Philip and I own at the same resort, Twin Rivers in Colorado (Hatrack also owns at this same resort, ironically), and I am trying to get him to run for a board position with me. I am on the TR board and have been constantly frustrated with my other two board members. I would rather he chose my board over Worldmark, but if he must go for that Worldmark board position to help more people, then so be it. Maybe he will consider both. That would be good for me.

I have talked to Philip over the phone several times and via email. I was on vacation when he came to Colorado the last time, but I will be around the next time.

I did meet Hatrack in person, he lives very close to me in Colorado and attended a board meeting. I expected an older man, he is so wise that I pictured gray hair, but was surprised that he was younger than I (I was 50 at the time) and very fit, a skier. I miss his posts on these boards. I know he is very busy with church, family and work, in that order. He is a great guy and I loved meeting him. The mugwump swamp story is almost as good as the fruit and vegetable stand story, his analogy of RCI points and how it is going to destroy weeks. TUG moderators hated the story, thought he was being facetious and shut the thread down. It was a good one. I will look for it. Should be easy to find. I will post it here.

Anyway, now you have heard from someone who knows Philip. I would support him blindly, knowing the person he is.

Philip, I cannot get a plat map of Twin Rivers without going to the county. Jon DeVos told me I could go up anytime, but time is the issue. Sorry about that. I do know that outdoor pools are not allowed in Grand County because of the altitude, so you must have a building. Jon says there is no room for a bulding because of easements that are not ever going to move. The new building next to Twin Rivers took away our swimming pool possibilities. Too bad, but maintenance fees will reduce to about $480 for a three bedroom in three years. A pool would add to the fees. When you stay at Pines at Meadowridge next time, let us know. Rick and I can meet you and take a look at those units. We may purchase there, if it is nicer than Twin Rivers. Of course, I will take your word for it. Twin Rivers is going to be pretty spiffy when all of the finishing touches are in place.

[BocaBum99 Super Moderator Find all posts View Profile Close BocaBum99]

His effort is a noble one and I applaud him for putting his money where his mouth is. He is an honorable man, a man who loves his family and puts what is right ahead of everything.

Philip and I own at the same resort, Twin Rivers in Colorado (Hatrack also owns at this same resort, ironically), and I am trying to get him to run for a board position with me. I am on the TR board and have been constantly frustrated with my other two board members. I would rather he chose my board over Worldmark, but if he must go for that Worldmark board position to help more people, then so be it. Maybe he will consider both. That would be good for me.

I have talked to Philip over the phone several times and via email. I was on vacation when he came to Colorado the last time, but I will be around the next time.

I did meet Hatrack in person, he lives very close to me in Colorado and attended a board meeting. I expected an older man, he is so wise that I pictured gray hair, but was surprised that he was younger than I (I was 50 at the time) and very fit, a skier. I miss his posts on these boards. I know he is very busy with church, family and work, in that order. He is a great guy and I loved meeting him. The mugwump swamp story is almost as good as the fruit and vegetable stand story, his analogy of RCI points and how it is going to destroy weeks. TUG moderators hated the story, thought he was being facetious and shut the thread down. It was a good one. I will look for it. Should be easy to find. I will post it here.

Anyway, now you have heard from someone who knows Philip. I would support him blindly, knowing the person he is.

Philip, I cannot get a plat map of Twin Rivers without going to the county. Jon DeVos told me I could go up anytime, but time is the issue. Sorry about that. I do know that outdoor pools are not allowed in Grand County because of the altitude, so you must have a building. Jon says there is no room for a bulding because of easements that are not ever going to move. The new building next to Twin Rivers took away our swimming pool possibilities. Too bad, but maintenance fees will reduce to about $480 for a three bedroom in three years. A pool would add to the fees. When you stay at Pines at Meadowridge next time, let us know. Rick and I can meet you and take a look at those units. We may purchase there, if it is nicer than Twin Rivers. Of course, I will take your word for it. Twin Rivers is going to be pretty spiffy when all of the finishing touches are in place.

I agree with Cindy about PA. I trust PA more than I trust myself in the matter of WorldMark. If you were to cast your proxies with me, I would find a way for those proxies to benefit me. That's why you shouldn't do that. In the case of PA, I think he is trying to fight for the greater good. I, too, have had many interactions with PA. All of them lead to the same conclusion Cindy has made about his character. He is as clean as a whistle.

Also, I don't see PA as a politician. He does make many genuine friends. But, he won't compromise his intellectual honesty by going out of his way to spin his position so that it is paletable to a listener. Instead, he'll tell you like it is even if it makes you feel uncomfortable. So, other less qualified candidates will tend to win a popularity contest. If I had a timesharing job I wanted to accomplish, he is one of the first I'd like to have on my team for trying to get it done.

[PA- Junior Member Find all posts View Profile Close PA-]

Gosh, guys, you're embarassing me. Thanks.

I've had a number of people question my motives and my integrity in this uphill battle to oust the Trendwest employees from the board. Many people have asked me how I can take it without lashing out. The answer is, I have a crystal clear goal, and those type of people don't even enter my radar. Those people don't know me, they are simply unimportant. If I ever had a chance, I would work every bit as hard to protect their rights as I would those that support me, but in the meantime, they are static that's easily ignored.

I have absolutely no desire to sit on the Worldmark board, in a thankless, unpaid position with 4 people who work as hard as they can to keep me out of the loop and thwart my every effort. However, if necessary, I would serve untiringly and unrelentlessly to keep worldmark exactly as it was intended to be. I'll vote those proxies in the way I feel will give us the best shot at a qualified independent candidate. If anyone questions my honesty, fine. I couldn't care less.

All I can ask is that all owners be given the same information that those of us on the internet discussion groups have. If they then decide they like what Cedant is trying to do, I'll walk away with a clear conscious that I've done what I could.

[JudyS Senior Member Find all posts View Profile Close JudyS]

Trendwest/Cendant officers have a fiduciary responsibility to make decisions that will maximize profits for Cendant. If I owned Cendant stock and found out they were making decisions based on what is best for WM owners instead of what is best for Cendant shareholder’s I would be very upset.....

This brings up an interesting question. Just what is the market capitalization of Cendant? (Actually, now that Cendant is splitting up, the real question is "What is the market capitalization of the portion of Cendant that deals with timeshares?")

Cendant is the real fly in the ointment for timeshare owners. It's Cendant that's ruining (or has already ruined) RCI for many owners. It's Cendant that owns Fairfield and its notoriously bad customer service. It's Cendant that is reducing the value of Worldmark points. There is something like 2,000,000 timeshare owners in the US. With an average timeshare week costing $15k, that means timeshare owners collectively have upwards of 30 billion in current dollars "invested" in their timeshares, much of which Cendant is devaluing. What is needed is for the timeshare owners to buy Cendant stock (or rather, stock of its spinoff that handles timeshares.) Then, Cendant's fiduciary responsibility will be to the timeshare owners.

.....I wouldn't give my vote in a primary election to someone to vote for the presidential candidate THEY think is best....

Actually, don't presidential primaries usally work exactly that way? You vote for a delegate who favors a particular candidate. But often, that candidate doesn't make it to the final round of the party's convention, so delegates switch their votes to whomever they think best represents their original candidate's views. Often, this new candidate is endorsed by the original candidate, but not always.

[Jya-Ning Silver Contributor Find all posts View Profile Close Jya-Ning]

If you cast your proxy vote for PA, then you are for an independent board with independent owner control of the direction of the club. If you are for any other method, you are for the status quo with Trendwest calling the shots.

Not a WM owner, I believe this is all this proxy thing come down to. If a WM owner think he/she trust WYN (or CD, or TW) that can protect his/her interest or not.

I do have some stupid questions
1. Isn't WM BOD has term limit, even if PA can name all the board member?
2. In your estimate, what is the chance PA will control the BOD, and what situation will that happen? Based on the resale value, I will think PA will be lucky to get just one in.

Jya-Ning