Since the proposed Amendment to eliminate access to the membership roster of members was DEFEATED at the Annual Convocation--the Board has refused to acknowledge the Defeat of their proposed Amendment and has proceeded as if it passed. They have stated in the minutes posted on the club website that it passed, they published it twice in the Newsletter as having passed.
All Article changes of Recorded documents must be approved by the Notary in Aruba. Members of this group contacted the Notary and pointed out that the necessary margins were not acheived and that the amendment was improperly filed as being approved by the membership. The Notary reviewed the Articles and the vote--agreed and struck the amendment put forth as Agenda point 4 from the official records. The Board will not honor our request to provide us with an updated list of members per our Articles. (Since the proposed Amendment did not pass the existing Article in place(30 plus years) is still in effect-- requested information is to be provided to a requesting member.)
As you have read in the recent Fall newsletter, the Board has postulated that there was some sort of "translation" problem. Our research has proved that the English version agrees with the Dutch version and has agreed for more than 30 years---you may read for yourselves Article 29 section 2 in English "...authorization may be given to the Board to Amend the Articles of Association by a vote of two thirds (2/3) of the members represented at the adjourned meeting."
The convocation was an adjourned meeting as we have never had a simple majority much less a 2/3 majority present at the first date of the called convocation.
In light of the recent events of both the USA and WORLD banking systems--never has it been more important to maintain communication between members to assure the Board in carrying out their duties to the membership will maintain transparency, proper oversight and accountability for their actions.
As a commentary--we find it a strange and worrisome chain of events that our Board, in addition to attempting to ignore the Articles concerning the recent bulk sale that forced our group to take legal action to enfore the Articles also, at the most recent Convocation, chose to ignore the Articles on the margin requirements for Amendements, and further to ignore the existing Article requirements to provide member contact information to another member when requested. The Board must adhere to the Articles and By-Laws.
One would think that the Board would be seeking the active involvement of the membership and promoting the communication and contact of members between themselves instead of trying at every point to eliminate all means of contact with other members. With almost 3700 members there is no way to meet enough members on your vacation to even bring up an Agenda point. It requires proxies of 10% of the membership to propose any Agenda Point unless you are a Board member. A free press and communication between membership is vital to the health and future of the ABC and must be maintained.
This group at abcmembers.net is commited to freedom of information and speech and hope all members will participitate in our group by staying connected no matter how you vote on any specific issue.
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March 7, 2008
The following reply from the Board to one of our fellow owners has answered the questions concerning the shares for the recently sold weeks. If your sale has closed, your proper(additional) shares will be counted per Mr Gilmore.
------------- Forwarded Message: --------------
From: Lew Gilmore
To: e.tolliver@mchsi.com
Cc: rick titone
Subject: voting rights
Date: Fri, 7 Mar 2008 16:58:50 +0000
dear dr.& mrs austin
thank you for your e-mail---we are presently getting the names of all the members who recently puchased weeks at abc--the extra number of votes and their names will be given to the accounting firm that is doing the counting in order to make sure that their vote counts---in the event that they already voted we have advised the firm to add the new number of votes to the ones already submitted--
l. gilmore---bod--abc
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March 5, 2008
The Judge has made his ruling today. The actual legal document is in Dutch and the attorney summary are in a Directory of their own immediately to the left.
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February 27, 2008
The judge heard final comments today. There are no written decisions yet but we are told that he has verbally ruled in our favor for our original request that the bulk sale cannot continue and also that the Resale office can not be taken over by a third party. The exact wording will be available when the judge makes the final ruling. He stated Wednesday that would happen in about 14 days. There are still a lot of owners that are unaware of the owners group and efforts to get the membership into contact with each other. We are hopeful that the judge will direct the Board to email all owners that the association has on record to tell them about our owners group with a link to our website. We have also requested that this information be placed in the next newsletter. That way, more owners will know about us , visit our site and can give us their email for follow up communications should they wish.
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February 26, 2008
We have experienced severe technical difficulties due to construction crews cutting buried telephone and internet cables in the last 36 hours. Service is intermittent so this will be brief.
1) The most important isssue is to vote AGAINST Agenda point 4. This is the most dangerous proposal as it would limit members ability to communicate with each other. We MUST defeat this proposed Article change. This very Article the Board is proposing to change was the main Article we used in our favor in stopping the Bulk sale. The Board is now trying to close that path for future members to get in contact with each other
2) The Agenda point 5 as it is written by the board states your email would be given "for any reason". Certainly the Board would be responsible to have some type of controls that would allow members to communicate and yet maintain a safe and responsible data base. We suggest that a YES is the correct reponse. Hopefully, those responsible for the leadership of our club would make sure there was a bona fide reason to give out emails to another member.
We also suggest you make and store in a safe place a copy of your completed and signed ballot before mailing.
It is of vital importance that you properly transcribe your MEMBER # and # of shares from the label on your convocation and you PRINT your MEMBER NAME EXACTLY as on that mailing label according to the instructions. Finally the voting member should sign and date.
There will be more information forthcoming as soon as we can get reliable interent service restored.
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February 21, 2008
Marty Brait's post today in the forum under the subject "Weeks still available" is a good synposis of where we are concerning this issue. The judge has asked for more information and delayed his decision until next week. We received an email today from the executive office stating that there are 70 weeks left with an additional 18 weeks in the early process of foreclosure. These 18 weeks are not available for purchase at this time. The Board has set a deadline of April 28 to complete all transactions. We at abcmembers.net group are still collecting emails from members on vacation at the beach. It is apparent from the statements in the Forum that changes in club leadership along with updating and making changes to the Articles and By-Laws is something many members desire. To bring about change, a majority of the membership must vote for these changes. To date our group has reached less than one third of the 3866 membership so it will take some time for us to reach a majority of the membership. As more members become connected we can have a united voice in the direction the club will move. We await the decision of the judge before we can know anything further.
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February 13, 2008
Dear fellow members of the Aruba Beach Club
By now you will have received your copy of the new Newsletter from the Board.
The Chairman’s message in the very first sentence states that we here at abcmembers.net have waged a campaign of “misrepresentation, false rumors and untrue statements”.
We have challenged the Board to point out to us an untrue statement or misrepresentation that we have published on this website. Should that prove to be the case, we will immediately correct and withdraw any previous erroneous information.
In fact, the misleading information is coming FROM the Board.
The Board has not acknowledged to the membership the fact that our group has had to go to court to call the hand of their illegal activities. They say they decided to have the vote again because of the controversy. The fact is the previous vote attempt was a blatant illegal attempt to circumvent the by-laws. Article 19 section 4 clearly states any voting MUST take place at a general meeting of the members. There is no provision in the by-laws for a vote as they tried to conduct in December with a Jan 15 deadline to receive the vote. This Board attempted to force through this issue during the holidays without even calling a special meeting—the Board used a voting procedure and a counting process they invented—a clear violation of the by-laws. The ballots were never counted by Deloitte and Touche as stated on the ballots that members returned. We can NEVER know what the TRUE vote actually was no matter what the Board says. Board members who have served many many years know or should know the Articles.
If this WAS a legal vote as the Board members imply, the Board deciding they didn’t accept the results and vote again reeks of a dictatorial power. To accept that kind of rationale would set a dangerous precedent such that if the Board didn’t like the results of a vote they could just “vote again” until they get the results they want. The fact is they KNEW they violated the Articles and KNEW that their attempt would not stand up in the court so they withdrew instead of waiting on the Judge to make his decision.
The Board initally refused to allow our membership to obtain a copy of the names and addresses and shares of each member as provided for in the Articles. Article 25 section 1.b and section 2. We were forced to retain an attorney to receive the first incomplete copy. Both the first copy and the later copy with the shares had serious missing and incorrect mailing information. We have asked the Board to send out an email to the membership making them aware of our website or to give us a copy of the membership email addresses. They have refused both requests. We believe a truly informed membership needs to hear both possible sides of an issue. What is the Board afraid of ?? Why does the Board stoop to such lows as stating on page 3 of the Newsletter that our group requests for member email addresses constitutes a “potential for identity theft”.
The fact is the Board is using every barrier at their disposal to prevent a counter opinion to theirs being given to the membership. We at www.abcmembers.net will keep all members in contact with each other while maintaining a safe and responsible email list of our membership. We are not afraid of the TRUTH and in fact demand the TRUTH from the Board. It is time for this Board to be honest with the membership and fully disclose what is really going on and publish fully any contract concerning this proposed sale to Universal Mergers and Acquisitions.
The Board has stated in the Newsletter that they have decided to sell club owned weeks at the request of a number of members. That is only part true. Yes we at abcmembers.net have called for the membership ability to purchase at same prices since December. What the Board did not say is they only decideed to make these weeks available to the membership when asked to do so by the Judge at the court hearing Feb 7, 2008. We have had to spend thousands of dollars in legal costs to get to this point. The Board has also spent thousands of dollars of OUR CLUB money to fight us on the very things we have asked for and they now say they decided to do as they have on their own. Incredibly, the Board has stated in this Newsletter that they still intend to pursue this deal by placing this on the Agenda of the Annual meeting of members in April. That implies that regardless of the weeks remaining—they will attempt to enter into a contract with Flak.
There have been over 100 club owned weeks purchased by the members in the last 48 hours. That will clearly leave less than 100 club owned weeks in inventory ----about 1% of the total weeks in the club. Our club is 99% sold out! There is absolutely no reason to enter into a contract with a third party with questionable exclusive rights and set them up in business inside our club !!!! We need to keep some of these weeks for rental to supplement our income stream!!—What about repairs and maintenance? How can we keep ALL the rooms 100% operational 365 days of the year!!
We must vote NO on any bulk sale of these weeks and NO to enter into any deal with any outside party. Read the article on this website outlining what has happened at La Cabana—it is not exactly the same but shows how something seemingly simple can turn into a mess quickly. The last contract we read would still give the proposed buyer the exclusive right to buy any future weeks at 50% plus control of the resale office--the Board has made NO statement that all FUTURE weeks could be bought by the membership first at this same 50% price. It is our understanding that there are several member-owned weeks in default and that there will be more weeks acquired by the club in the immediate future. It has been brought to our attention that a serious conflict of interest would occur in our sales office if a third party operates such—The “contractor” would certainly want to push his owned weeks for rent or sale first over member or club owned weeks!! We simply DO NOT NEED a third party in our club.
There certainly should not be any financial reason for further consideration of BULK sales of club owned weeks. The following receipts of CASH from sale of club owned weeks:
110 weeks (@$3500) sold in the summer for $385,000.
Over 100 sold most recently and counting (@$2900+)= $290,000 plus
--- these amounts are minimum cash in-flows of capital cash to date. In excess of $675,000 cash so far for 2008 not counting maintenance.
If you include the maintenance and transfer fees:
210 weeks of additional maintenance fees (@$405 superior)= $85,050 +
It would seem with an increase of over $760,000 in cash plus transfer fees ( $400 per sale I believe for at least $84,000 more) that that would be more than enough income (over$840,000)from discount sales at this time.
Our maintenance fees have increased each year recently from $350(2006), $385(2007) and $405(2008). With these recent increases, (about 16% in total) and the above cash windfall for the 2008 year, it would seem that we SHOULD be in a solid financial position. Maybe the Board should focus on where all the money is going instead of selling/spending capital to mask our club possibly spending more than our revenue? Have costs really increased significantly more than 16% in the last couple of years? Why have they increased so much?? Are we ignoring and sugar coating a problem that is not going to go away but possibly result in more drastic measures if left unresolved.
The board continually asks to “TRUST YOUR BOARD”
It doesn’t appear that on this issue they have earned our trust.
The Board has repeatedly called our group of concerned members of the Aruba Beach Club a small group of “dissidents”. The dictionary defines dissident as “a person who actively challenges an established doctrine, policy, or institution. When individual dissidents unite in a common cause they may become known as a dissident movement.”
We are happy to be in the good company of past “dissidents” such as George Washington, Thomas Jefferson, John Adams and Ben Franklin who united in a dissident movement that allows us the freedom of speech and information we have today.
Yes, we are proudly “dissident” concerning the recent actions of this Board. However we are not so small---we are now pleased to count over 1000 members who have asked to receive information from us and to freely read and make up their own minds as we strive to offer independent opinion concerning the information as published by the Board.
We are NOT a third party but simply a group of Aruba Beach Club members who own weeks and love to vacation in Aruba year after year. We want to keep the Aruba Beach Club the same beautiful and wonderful paradise club that made us fall in love with it years ago ---We are the oldest timeshare on the planet—we have the most beautiful Beach in Aruba—We have possibly the most wonderful and happy membership group in Aruba. We do not need to take any chances by injecting some third party with unknown agendas into our club. If we keep everything under our control, we can control our own destiny.
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February 12, 2008
Yesterday afternoon the resales list was updated with the reduced prices on CLUB OWNED weeks. There has been confusion since the club owned and member owned weeks are mixed on the same list. It appears from the list that about 60 weeks were purchased yesterday, there are about 143 club owned weeks left and there are about 128 member owned weeks for sale. The prices now listed on the club website are the actual required purchase price for any week listed either club owned or member owned.
If you have made a purchase request for a member owned week at 50% off you most likely will not be able to purchase at that price. It may be advisable to recheck the sales list to see the actual price of the week you wish to buy to see if it has been sold or at a higher price than you offered due to the fact it is member owned.
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February 11, 2008
On Saturday the Board published a new Newsletter. If you did not receive it in your email you should go to www.arubabeachclub.net and read it. It is on the front page of the site on the lower right hand side listed as Winter 2008. Lucille Voss has been overwhelmed today on requests to purchase. Her immediate boss, Farida is not in the office today, she has not heard from the Board other than to NOT sell any weeks therefore there is no way to purchase a week today it appears. We are currently trying to obtain a list of ALL the club owned weeks and prices--something which we have been asking for weeks now---so you can know for shure what weeks are being sold at discount. The Judge has NOT made any decisions and some of the information in the newsletter may prove to be incorrect --in addition to the outrageous lie that we at www.abcmembers.net are a threat to steal someones identity. We will be creating a new page on THIS website soon with information concerning the procedures of this member sales process and also the actual weeks and prices as soon as they become available. I would also like to point out that our "small" group has exceeded 1,000 members and is growing each day. We are not an outside third party trying to cause harm to our club--we are a group of individual members who want the Board of Directors of OUR club to act responsibly and do the right thing for our membership.
More information to follow.
Ottis
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February 7, 2008
Today was the hearing before the judge. In Aruba all legal proceedings are in Dutch so I have no first hand information on what was said. We were told to plan for a hearing of about one hour----the hearing lasted about 2 1/2 hours. The judge appeared to listen, asked questions and was interested in the information presented by both sides. We feel that this attention to detail by the judge was a positive in understanding the complexities of this issue. The judge stated he intends to make a ruling and convey his decision no earlier than Feb 12 nor later than Feb 20.
The judge requested that the Board repond in writing as to why the membership should not have the right to buy the weeks for sale at the same discount offered to Flak plus about a 10% increase due to the fact individual member purchases would not be a bulk sale. I think I understood that the exact inventory of weeks and prices was also requested in writing but that was not clear to me at this time.
Additional information will be placed here in the UPDATE section as it becomes available.
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January 29, 2008
There is little new information to report. There were no board members present at this weekly meeting. Mrs Farida of course could not answer questions for the board. Mr. Joseph Flak, the potential buyer was there and answered questions. It was clear from the members present today that they did not want a bulk sale of weeks. Most questions concerned the actions of the Board and needed to be answered by the board.
Nothing appears to have changed. The buyer still wants the weeks, the Board still wants to sell the weeks to this buyer, and the membership wants to keep the weeks(No Sale) or get the same discount opportunity.
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January 29, 2008
We will report on todays weekly members meeting as soon as we can. We understand that the Buyer will be present and the board will answer all questions.
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January 25, 2008
Sorry for the delay but the group has been busy obtaining the information and working with our Attorney concerning the court case set for February 7.
As you know at the Jan 22 weekly members meeting the Board stated they will cancel the most recent vote. They also stated that they will stage a "do over" ballot on this propossed sale again in February and complete the sale by April. They also say "they" counted the votes(no member witnesses) and said the vote was 51,789 YES and 35,052 NO. and that this was the largest vote ever in the history of the club. They also stated that there are 350 rooms (Editor correction--it sounded like 350 was stated, however--i think it was a reference to a total---that there are about 240 still left after the 110 that were sold this summer) that belong to the club that would be involved in this sale. There were other answers printed on a handout for those present. Including one that said the number of rooms was approximately 200. The summation of ALL ANSWERS by the board on the proposed sale "this is good for the club and Board recommends approval" . WOW ! There was a packed house well over 130 people and virtually all were totally against this sale. The only positive coments were about how nice the club looks after the renovation and the new towels!
The board stated that the contract has an escape clause--"the money could be given back and terminate within 30 days."
What is the RUSH ?--"we wanted the money to use for the upcoming 2008/2009 Budget."
What would the money be used for? "various things such as 90 new chickee's @ $900 each and new TV's --all total about $500,000 in expenditures the rest (about $200,000) will go into reserves."
A question of "how can we give the money back and escape the contract if we SPEND the money?" The question was not answered.
Why will BUYER get all future club aquired weeks at 50% off forever and members don't get right of first refusal. answer-- "We are selling them in BULK. He must have a carrot"
The ABCmembers.net group are even more convinced, after these answers from the Board , that we MUST defeat this intended sale. This contract and its terms will send us down a dead-end road that could change our club forever!!
When asked about this bulk buyer renting his weeks--and who would set the rental rates--? answer Same as any other member. They can set their own rates.
It would appear that a plan that sets up one person with 200-300 weeks at times all throughout the year, more on the way (exclusively to this person) as they become available at 50% off , with its own sales and rental office within our club walls, furnished free that a responsible attentive person could see the DANGER in that!! This is not a group of individual members who collectivelly enlist the aid of someone to help them rent their unused week but a business plan that appears for all practical purpoes to be TOTALLY opposite to our family oriented weekly time share club and creates a path and opportunity for a complete take over of the club!
As time permits we will post more questions and answers and our coments. Right now we cannot post all our thoughts and efforts as we are in an active court battle to stop these heavy handed tactics by the board to force this issue upon us. One would think that a vote of something so drastic as this proposed sale and with the passionate controversy indicated by a vote of 59% vs 41% and the attendance at the last 3 weekly member meetings would give a clue that this idea of a bulk sale needs much more open discussion among the membership before another vote is taken.
Keep posted
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January 19,2008
Well ! It appears the Aruba Beach Club official site just posted today ALL weeks for sale at the club. www.arubabeachclub.net There are now 331 weeks for sale on the resales webpage. We will try to determine if these are in fact ALL of the weeks available for sale.
We have no idea of what and how the weeks will be sold should the sale in question be stopped. Therefore, if you see a week that you want and have wanted and the list price is acceptable you may want to contact Lucille Voss and buy it. Of course you can wait and see if it will be offered in the future at discount. We at this site have no recommendations for members either way at this time.
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January 19, 2008
Last night the staff placed a flyer under the doors of the rooms stating that the board will only answer written questions submitted on the flyer and turned in to the front desk by TODAY deadline. What a mess. Is this just another RUSH it up--or lose your voice ploy. One might conclude that they are stuck on trying to keep our opinions unheard?? while they want to keep their opinion to themselves. We were led to believe that the board would take this opportunity to set things straight on "what and why" by answering questions from the members present tuesday. Looks like another ploy instead of open disclosure.
We will get as many questions to the front desk as we can but we will be at the meeting and respectfully request the board to reverse this decision and hold an open meeting for question and answer straight from the source concerning this matter. They are in Aruba for a scheduled board meeting--they are to represent our interest--to create such a barrier and to hold some kind of staged "Press Conference" is not what we need. We suggest each member email each of the board members and let them know what you think of these actions.
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January 18, 2008
The vote count and results have been frozen as part of the judges order. Deloitte and Touche will not certify a count until the judge makes his decision. The court date has been moved from late January to a date yet to be determined in February. Please continue to visit this site for more information. Members of the Board will be at the January 22 weekly member meeting at Aruba Beach Club and they have promised to answer questions from the membership. We will keep you posted.
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Jan 15, 2008
We received many more NO votes today--hopefully more will come in these last few hours today
It was stated at the weekly member meeting at Aruba Beach Club that the Board members will attend the January 22, 2008 weekly meeting and answer questions and make statements to clear up any "rumors". We look forward to that meeting.
We have a list of questions already but PLEASE post any questions you would like answered by the Board on the forum or by email to webmaster@abcmembers.net . Any input will be helpful.
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January 14, 2008
The judge in the Court in First Instance has provided for a STAY in these actions by the Board until he hears the case in Court.
The Court date is January 29, 2008 at 9:15 am. We are hopeful the board at their Jan 21st Board meeting will cancel this sale and save our members much money in legal fees. In effect our group of concerned members is paying legal fees to fight the sale and the Board is using our Club funds to force the sale.
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