Proposed Amendments Await Your Vote
PROPOSAL 1: PROPOSED BYLAW AMENDMENT – 2009
General statement: The WorldMark Board of Directors is committed to protecting Owners’ privacy. The Club’s Bylaws were developed in 1989, long before the prevalence of identity theft and the damage that can be suffered through release of personal information. Just as legislators have worked diligently to develop effective privacy laws, the WorldMark Board of Directors has developed privacy language to add to the WorldMark Bylaws to best protect Owner’s private information.
THE WORLDMARK BOARD OF DIRECTORS ENCOURAGES YOU TO VOTE FOR THE PROPOSED BYLAW AMENDMENT TO FURTHER PROTECT YOUR PRIVACY.
A FOR vote will express your desire to protect your personal information, while not inhibiting Owner’s rights to communicate with other Owners.
Proposal 1 has been prompted by litigation now pending in the California Court of Appeals. In that litigation, WorldMark sought to prevent the disclosure to an owner of the names, addresses, telephone numbers, and email addresses of all WorldMark members (now exceeding 260,000), instead offering the reasonable alternative of facilitating an owner mailing through an independent mail house, as described in the amended language below.
Proposal 1 seeks to revise WorldMark’s Bylaw so it conforms with governing California law, which expressly authorizes a corporation to provide a reasonable alternative to simply turning over member identities to an owner who requests them. (Cal. Corp. Code § 8330) Once personal information is disclosed, it cannot be protected from further disclosure. The Bylaw revision described in Proposal 1 would align WorldMark’s procedures with California law, share costs with an owner who seeks to communicate with other owners (which is more than California law requires), and continues to protect private owner contact information from disclosure to any member who asks for it. Proposal 1 thus balances the needs of owners who want to communicate with other owners and the interests of owners who desire to protect their privacy.
If you agree to all changes noted below, you should vote FOR proposal 1. If you object to any or all of the noted changes below, you should vote AGAINST proposal 1.
Text with a line through it is current language that would be removed if the amendment passes, while underlined text denotes the revisions agreed to by voting FOR on the amendment.
7: RECORDS AND REPORTS
7.1(a) Members. The Articles, Bylaws, Declaration, Rules, Membership register (including mailing addresses
and telephone numbers) or duplicate Membership register, the books of account and minutes of proceedings of the Members, the Board and any committees, and all other records of the Program maintained by the Club or its Manager, shall be made available for inspection and copying, upon written demand and reasonable notice, by any Member or his duly appointed representative, at any reasonable time and for a purpose reasonably related to his interests as a Member. The Club may restrict the use of information from the Membership register by requiring Members to sign a written agreement not to use or allow use of Membership information for commercial or other purposes not reasonably related to the affairs of the Club. Notwithstanding the foregoing, to protect the privacy of its Members and to protect the Membership register as a WorldMark, The Club corporate asset, the Club may, in lieu of making the Membership register available for inspection and copying, provide Members with a reasonable alternative by facilitating a Member’s request to communicate with other Members for purposes reasonably related to the affairs of the Club, by distributing the Member’s message either directly or through a mail house or other third party distributor. Any administrative expenses incurred by the Club in facilitating the distribution, or any service or administrative fee charged by the mail house or third party distributor, shall be paid by the Club; however, all other costs, including without limitation printing, postage and stationery, are the sole responsibility of the requesting Member. An original or copy of the Articles and Bylaws, as amended to date, shall be kept at the principal office of the Club and shall be open to inspection by the Members at all reasonable times during office hours. The records shall be made available for inspection at the office where the records are maintained. Upon receipt of an authenticated written request from a Member along with the fee prescribed by the Board to defray the costs of reproduction, the Manager or other custodian of records shall prepare and transmit to the Member a copy of any and all records requested.