Increase the Number of Directors
Feb 22, 2010, 10:46 AM by FredinColorado"The board discussed the desire to increase the number of board directors. Proposed language to appear on the ballot will be discussed at the March board meeting."
An increase in the board size has appeared on the ballot several times in the past few years. WorldMark has over 70 resorts with over 4,400 total units and an annual budget approaching a quarter of a billion dollars. It's makes sense to have more than five board members to oversee an operation that large. Implementing the change requires a bylaw change which is why it needs to be on the ballot.
The "we hate Wyndham" crowd will probably rail against this change, perhaps based on nothing more than their sometimes stated attitude of "if they're for it, we're against it". Hopefully the majority of owners will see the merit of an increase in the board size and it will pass, it is something that is long overdue.
As long as we are talking about bylaw changes, another change that is long overdue is to eliminate the cumulative voting provision that is in the bylaws. You get one vote for each open position on the Board of Directors. If three directors are being elected you get three votes. Cumulative voting lets you cast all of those votes for a single candidate rather than one vote for each of three different candidates.
The problems with cumulative voting far outweigh any theoretical benefits. Cumulative voting makes it easy for disruptive, fringe, and single-issue candidates to get on the board and makes it difficult to remove a bad director. It's a concept that allows a candidate to claim much more support than they actually have by pointing towards the highly skewed number of votes they receive due to people casting all of their available votes for a single candidate rather than spreading their votes equally among the number of open board positions. Cumulative voting is a concept that needs to go.
Comments
Feb 22, 2010, 06:16 PM Mike H wrote:
Good post. I agree with expanding the board. Cumulative voting can cause problems.
Mar 02, 2010, 10:16 AM Christine wrote:
Actually...if you bothered to ask instead of making assumptions ...you'd likely find that the majority of the "we hate wyndham" crowd...as you so nicely refer to them at every opportunity...is actually very much in favor of board expansion as long as the director positions are filled with the candidates running in the election (who are deemed qualified or they would not be on the ballot) and based on votes received (as opposed to having those seats filled by appointment.) The board has been told for three years running that most dissenters would [i]enthusiastically[/i] support board expansion if the positions were filled in this manner....but they seem adverse to the idea... to say the least. Go figure...
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