SGM LETTER TO BOARD OF DIRECTORS
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May 26, 2016
Board of Directors
Embarc Members Association
The Landing, Suite 326-375 Water St.
Vancouver, BC,
V6B 5C6
Attention: Mr. Robert Reyes, Secretary
Subject: Embarc Members Association Special Meeting, June 18, 2016
Dear Mr. Reyes.
I am writing to you as a candidate for the Board of Directors (the “Board”), with the purpose of seeking a positive outcome for the upcoming Special meeting. As has been communicated by the Board, the cost of the meeting is significant, and securing maximum participation from the membership is an important goal. In the spirit of maximizing participation, my letter includes the following requests for the Board:
1. To add three resolutions to the agenda of the subject meeting;
2. to provide me with a copy of the membership list for the purpose of encouraging member participation;
3. to reissue the agenda of the subject meeting, to include the attached resolutions; and,
4. to provide dial-in or webcast access to all members who are unable to attend in person.
1. Resolutions
On March 22nd, 2016, the Board issued an email to members entitled, “Club Intrawest Board of Directors Survey,” as follows:
We have received a request from a group of Members holding less than the required 5% of the voting power residing in the Members other than the Declarant, to hold a Special General Meeting of the Members of the Club. Section 3.2 of the Bylaws of the Club requires at least 5% of the voting power residing in the Members, other than the Declarant, for such a request to be effective.
In explanations to members (through various means), the Board stated that the Special General Meeting topic would be in regards to the questions received by the group of members referenced in the above email. In the agenda issued on May 18th, 2016, the specific resolutions submitted by members, which were the impetus to the meeting, were omitted (see attached for examples).
I therefore request, in accordance with section 3.12 (c) of Table 13, Fifth Amended and Restated By-Laws, that you add the three attached special resolutions to the agenda of the subject meeting as Item #4 (Special Resolutions), immediately following the President’s opening remarks. This is to address the current requirements of COSO (Committee of Sponsoring Organizations of the Threadway Commission) 2013 Integrated Framework, the standard used for to hold US registered not profit and public sector entities registered to account. Currently, the Board of Directors does not reflect independence from management and is unable to demonstrate oversight in the development and performance of internal control as required.
As it pertains to Special Resolution number 3, it must be recognized that Kenneth Smith, as a CPA, and through his position of Chair, Finance and Audit Committee is held to a higher level of scrutiny as it pertains to the organization’s commitment to demonstrate integrity and ethical values in 2016. I also request that Item #6.5, Question and Answer, come immediately after Item #4, Special Resolutions, as its own Item #5, to support both the original request for the meeting and the survey communication to the members. I also request that the meeting be extended to at least three hours, to allow both members and the Board to bring forward their respective topics.
2. Membership Contact Information
As the Board has indicated in past meeting minutes, the membership is globally dispersed. As such, members who elect to attend the meeting in person will do so at their own expense. To ensure that members’ travel to Vancouver is with purpose, it is in the best interest of the Club to do whatever possible to ensure that quorum is reached. Given that section 3.6.4 of Table 13, Fifth Amended and Restated By-Laws, provides for the member contact information to be published in advance of the meeting, I request a copy of this list for the purpose of encouraging members to participate. If you prefer to make the membership contact information available to me through my Canadian lawyer, Michael Geldert, he is prepared to accept the complete record of members entitled to vote at the meeting.
3. Reissue the Agenda and Proxy Process
With the addition of the three resolutions to the agenda, I request that the revised agenda and associated resolutions be reissued to the membership. This would ensure that all members are fully aware of the meeting’s agenda items and encourage them to participate. As part of this communication, I also ask that the process of submitting proxies, as per 3.8 of Table 13, Fifth Amended and Restated By-Laws, be clarified as follows:
a. that if one member of a co-membership is in attendance at the meeting, they are not in need of a proxy from the other member; and,
b. that proxies will also be accepted during the registration period on the day of the meeting (i.e. members are not obliged to email their proxy to Member Services in advance).
I also request that the Board provide the electronic means for members to provide their proxy, to replace the cumbersome process of printing, signing and scanning. A fully electronic proxy process would align to the electronic election voting process put in place years ago. It would also support our mutual objective of maximizing participation in the meeting.
4. Remote Access for Participants
To ensure that members who are unable to travel can participate in the meeting (even if they have provided their proxy), I request that dial-in and/or webcast access be provided to all members. For the past two board meetings, the Board made 1000 ports available to members, in an effort to be transparent to the membership. By providing remote access, all members will have the opportunity to attend the meeting, especially since the 10 AM Pacific start time suits almost every time zone worldwide. It is not clear in the current invitation that this accessibility has been made available.
The special resolutions are attached. I look forward to working with the Board to maximize member participation and engagement during this Special General Meeting.
Sincerely,
Konrad Kawalec
Candidate for Board of Directors