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PostPosted: Tue Apr 30, 2013 7:50 am 
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Aruba Beach Club Cooperative Association
MINUTES
ANNUAL GENERAL MEETING OF MEMBERS
Held April 23, 2013 at 10:00 AM in
The Aruba Beach Club Members Lounge

PRESENT:
Anthony Parrino - Chairman/Treasurer
Ronald Parolisi - Vice Chairman
Richard Titone - Secretary
René Levy Maduro - Treasurer
Kevin Foley - Projects Manager
Otmar Martina - Deloitte/Proxy Holder
Roos van Ginkel - Deloitte/Proxy Holder
RandimirTromp - Deloitte/Proxy Holder
Farida Mansur - General Manager
Cathy Brete - Recording Secretary

MEMBERS PRESENT:
Susan Titone
Debora Levy Maduro
Edward Johnson
James Van Volkenburgh
Marilyn Van Volkenburgh
Ted Daniels
Jane Daniels
Sue Kirchman
Peter Kirhman
Richard Falvey
Marlene Falvey
Gilbert Knapp
Pauli Knapp
Steven Pare
Elmer Newcomb
Paula Newcomb
Lois Boutilier
Olga van der Harst
John Evans
John Bauknecht
Joanne Foley
Mary Lou Burke
John Slusarz
Susan Slusarz
Paul Bellavance
Dolores Bellavance
Joel P. Dolan
Margaret H. Smith
Edith Cook
Joe Renzulli
David L. Berg
Jane E. Berg
Davnie Ellis
Kathy Bryan
Evelyn Cullinane
Eugenia Hypolite
Carol Evans
Nick Santa Maria
Nollie O. Parolisi
Catherine Agri
John Agri
Russell Provenzano
Glorietta Provenzano
John Malley
Paul Gwiazda
Charles Davis
Robert Watson
Ann Wayson
Mike Brecken
Paul M. Long
Marilyn Corkum
Justine Hart
Richard Vassallo
Michael Ruggieri
John Prata
Roy Maduro
Margery Boezem
Joseph Featherstone
Bonnie Prewitt
Rene Schmand-Torto
Gloria Tujeehut
Alan Platt

Pursuant to the Convocation, Mrs. Farida Mansur, General Manager, convened the initial meeting on April 9th, 2012 at 10:00 a.m. Farida Mansur immediately established that there were not sufficient votes received (according to Mr. Otmar Martina of Deloitte, 17,745 votes received) to represent a quorum and therefore postponed the meeting until April 23rd, 2013 at 10:00 a.m.

Mr. Anthony Parrino, Chairman, convened the meeting at 10:10 AM; April 23rd, 2013, welcomed all present and introduced the remaining Board Members, General Manager Mrs. Farida Mansur, and Mrs. Cathy Brete, Recording Secretary. Farida Mansur introduced the members of her Management Team present, and the three representatives from Deloitte as proxy holders.

The following motions were brought forward, approved and accepted. Total votes possible are $181,346, with a total of 21,260 votes represented:

1. APPROVAL OF MINUTES OF PREVIOUS MEMBERS’ MEETING HELD ON APRIL 24th, 2012:

Votes: For: 20,432 Against: 597 Abstain: 74 Invalid: 157
Agenda Point No. 1 – Approved

2. APPROVAL OF FINANCIAL STATEMENTS OF ARUBA BEACH CLUB COOPERATIVE ASSOCIATION COVERING THE FISCAL YEAR ENDED OCTOBER 31, 2012:

Votes: For: 20,136 Against: 853 Abstain: 114 Invalid: 157 Agenda Point No. 2 – Approved

3. RATIFICATION OF THE BUDGET APPROVED BY THE BOARD FOR THE FORTHCOMING FISCAL YEAR NOVEMBER 1, 2013 THROUGH OCTOBER 31, 2014:

Votes: For: 17,814 Against: 3,179 Abstain: 110 Invalid: 157 Agenda Point No. 3 - Approved


FREE WORD:
Olga van der Harst – The number of total votes is so low and proves that most members did not even receive their ballot, be it by e-mail or by mail and therefore “I believe this count of votes is invalid because all members have not been able to cast their vote”. The Board knows that by the many complaints received how many members did not receive ballots or convocations by mail or e-mail. My concern is for next year, that e-mailing is the wrong way to send the ballot, because now we have to pay Deloitte to count the votes, to look up the member number, look up the number of votes, none of that is printed on the ballot, so please let me ask you if next year we do it the old fashioned way and send out a regular ballot.

Anthony Parrino answered the concern – Everybody present received their ballot one way or the other, all ballots were counted. That is the official vote and we’re going to go by that. The Board voted this week first thing Sunday when they met, that we are going to go back to the old system of mailing. We don’t know exactly how many people did not receive the ballot however when they contacted the Secretary/Rick Titone, he sent them out the ballot. We had it also on the Newsletter and on the website.

René Levy Maduro added – For your information and for everybody else that is here in the meeting, Deloitte doing the count, etc., has not cost us one extra penny. We negotiated with Deloitte, it is part of our yearly amount that we pay them and we did not have to pay Deloitte any extra for the plan that we had to count the votes. Please do not spread that rumor.

David Berg – A couple of comments first, on the plus side, the air-conditioning is ten times better than it has been the last ten years. And, the pillows, they are fantastic.

I have a couple questions and the ballots are my biggest concern. I hold you in high praise for unanimous vote to go back to the old way but in my personal opinion the old way wasn’t very good neither, for a couple reasons. If you’re going to fix it, let’s fix it right. It should be a secure ballot. We voted on post cards before. Anyone can see what has been voted. It is a very simple process to fix. I’ve involved this in the past with international offers, the envelope you send it in has all your information, and the inside one is a plain envelope with your ballot and you set that aside after the name is checked off. So I would ask that you consider making it a private vote.

Secondly, I would ask, under Article 19 of the Articles of Association under voting, it says that a requirement of the Board is to have permission of the membership for any project or cost line item over $250,000. Never to my knowledge since I have been around has it been broken out any project over $250,000 somewhere, like the air-conditioning project. Is there anything is this budget that is over $250,000 per line that we did not know about?

Rene Levy Maduro responded – No.

Anthony Parrino acknowledged – The Board will take Mr. Berg’s comments into consideration regarding the ballot, it is something to look at. We are trying to improve, we tried e-mailing this year, we thought we were saving and it didn’t work out. We will definitely look into it.

Pauli Knapp – What makes a ballot invalid?

Otmar Martina/Deloitte responded – A ballot, or vote may be invalid, when you vote for two things at the same time, instead of voting either for or against, you vote both for and against.

Pauli Knapp – Would it be your name, if I don’t remember how my name is recorded, my real names is Pauline but its under Pauli, if I put Pauline, does that make my ballot invalid? Did I sign it Pauline or did I sign it Pauli, or did he sign it Gilbert III, or did he sign it Gilbert, and not having that information to look back, I was just wondering if that would be an invalid ballot.

Otmar Martina – Not necessarily, we encounter discrepancies between the ballots and the information from the list we have, we would consult with management to determine whether or not the information is correct.

Anthony Parrino - That should be corrected in the next convocation because your name would be on it like was done in the past.
Let me say this, the Board does not see the ballots that have been submitted. That is opened by Deloitte, they are the ones that decide what is incorrect or invalid. So, they are in charge of that.

James Van Volkenburgh – Of the 21,068 votes that were cast, what percentage of that is that of the number of shares outstanding.

Anthony Parrino – As he recalls from the past it was like 25%, 28%, you can correct me on that, it was low. I would like to encourage everybody, please vote. It does concern us that its that low, its your Club, you people shape this Club through your votes, and some people discard it, they pay money to come down here, you think they would want to have a say, we wish it was 50-60%, that would be fantastic, but it is not. Some people just say, if anything, they’re happy, or whatever else the case may be, but they don’t vote, the turnout is really lower than we think it should be.

John Malley – My wife and I have been members since about 1978 so we’ve been coming down here for a long time. One question that I have, and what we came up with my own business, is how many Board meetings do you have a year and where are they held.

Anthony Parrino – We have three Board meetings a year, January, April, with the convocation, and September and they are all done here. Two of the Board Members live in Florida, and two reside in Massachusetts. The reason we come down here, it hands on for us. We see what has to be done, our staff does an excellent job, we don’t come down here to have fun, we’re here to get things done.

John Malley - With our 22 and now getting ready to have 24 locations, one of the things they decided to do is, rather than getting all of their people together three times a year which is extremely expensive, what we decided to do is, in the computer age now, is WebEx and we do that instead of full 2-day meetings three times a year, we’re now doing short little ones every couple of weeks on line, power point presentations, on screen, everybody looks it up, you have a camera on your screen, everybody sees everybody else and you get an incredible amount done and it costs next to nothing.

Anthony Parrino – I understand what you are saying, it’s a very valid point, but we have to come down, hands on, we have to see exactly what’s being done and sometimes we step outside of the box and we show our people what has to be done, they don’t see it our way and we don’t see it their way so we come down here to correct that. As far as the expense, our budget is 1% of the total budget. We can take that into consideration, however, where it’s only a five member Board, we have several points there.

John Malley – As technology improves and we have our management team on line also everybody sees something, video can be part of it, you can get an amazing amount done on line.

Kevin Foley – I am responsible for the projects, and when I started to get involved in the Club a few years ago to run for the office, that was one of my concerns, but since I’ve been here taking over and particularly the projects which we are doing a lot of, this is not like the States, this is Aruba and things are a lot different here, and you have to think of all those things when you are planning projects. By that I mean, no matter what you buy it takes six to eight weeks to get here. Then you have to assume that it will all come together which very rarely it does. And then when you’re doing major projects, when I’m spending your money, I want to make sure the project is done right. I have a very confident maintenance manager and I know he’s speaking for my position on the Board. But a lot of times, because he’s an employee, he wants my approval before he goes further. I want to meet face to face with the contractors we’re getting bids from. I want to make sure that they are going to do the job right. I want to be here to see that it’s done right. As I look around, planning projects in the future, to be quite honest with you, the money that was spent in the past, I would never approve the quality of work. So it’s important for me to be here, three times a year speaking with the maintenance staff, speaking with the grounds keeper, to find out what they need and then try to price it out, understanding that we’re talking about the States in Aruba. I had a business in the States as well. It’s nothing like I’ve ever been exposed to, dealing in a foreign country and living in the States. So there are times when you have to come down. I also get a lot of feedback from both staff and the owners, what they like, what they don’t like. What they would like to see improve, what they would like to see fixed. Having said all that, we are working very hard and at trying to reduce the Board’s expenses and I think we’ve done a great job and will continue to do it, but we can’t do everything by webcam, I’d like to but in reality, living in the States, doing work here, you just can’t do it with everything, it’s a whole different ball game.

We are constantly looking at ways to save money anywhere we can and to be honest with you, that was our intent with the convocation, we made a mistake, we saved a tremendous amount of money, but we created all kinds of other problems. So the very first thing we did Sunday morning, we voted on and approved unanimous, to go back to the old way, indefinitely, that’s the way we’re going to do it. I appreciate your comment and we’re trying, that’s all I can way, but sometimes you just have to be here.

René Levy Maduro – Last week Sunday, my wife and I were trying to get on to a presentation that was being presented from the States in another organization, and partly it was supposed to be at ten o’clock, we started trying to pick up somewhere at around nine-ish, and finally we went to bed at ten-thirty and we didn’t have the hook-up yet. When you’re working within the United States is one thing, working outside the United States and with the practical problems that we have with our own national telephone companies, we would like to, we want to, we belong to other organizations that have the possibility, but it does not work once you leave the US boundaries.

Tony Parrino – just to add to that, we are in contact with each other just about every day through e-mails, and I can sit down and spend an hour and a half some nights discussing and a lot does get done through e-mails.

Edward Johnson – I have been a member here for twenty-three years and according to the By-Laws it States that there should be a member on the Board from Aruba which would handle a lot of these problems.

Rick Titone – That may have been true years ago, but that was changed because there was no one from Aruba who wanted to run for office.

Kevin Foley – That would be nice but would depend on that member’s expertise, what field he comes from.

Olga van der Harst – On the Budget I see a big drop in Sales which is logical because there was some kind of fire sale a few years ago, and so there were more units sold in 2011 than 2012. To my surprise there is a big drop in Rental Income. There have been made many changes in the Rental Program. I don’t think they benefit the members, but what is more interesting is the income has dropped and I would like an answer why.

Farida – in the first place, the Board did increase the percentage of revenue that the goes back to the member. It used to be 70%, 30% for the Club comes back towards maintenance fees, and now its 85% that goes back to the member, and 15% for the Club and that was approved in last fiscal year 2011/2012 so that has affected the Rental Program. So we made the Rental Program attractive. Secondly, we of course do request that members list with us in our Rental Program, but if a member wants to rent privately, that’s the member’s prerogative and that option has increased. Members are going on the website, they are renting privately, and that is one thing that we have been seeing that is taking place and affecting our Rental Program. It’s up to the member whether to list with us, yes or no. I do request every week at my Member’s Meeting, it’s also in the Newsletter, from time to time I do request the members to list with us and please do not wait unit the last moment. We do not have a marketing in place as such for rental, because it’s not included in maintenance fees, so for us it’s very important that members list with us instead of renting privately. I’m sure that the revenue that goes back to you from listing with us is probably much higher than the fee that you are asking when you are renting privately.

Bob Watson – I’ve been coming down here for twenty-six years, my question is, I have left my timeshares to my children in a Trust, what is the responsibility should we pass away? Do they get in touch with the Club, just what happens so that they just don’t get lost in the paperwork?

Cathy Brete – I believe that’s covered in the Articles, upon death it is the responsibility of the heirs to notify the Club of the passing of the member, and to let us know whose going to be the next owner-co-owner. We have forms for that and we can always answer those questions if you e-mail us. It’s a period of, if I’m not mistaken it could be within three months of death of the owner. We don’t know if the member has passed either until somebody informs us, so as soon as we know. If we don’t know and somebody is still paying his Dues, he’s still listed as the owner. Your heirs need to know, the Club needs to be informed timely.

David Berg – The Article “Termination of Membership – Death” states, in the event there’s more than one heir, the heirs will designate a representative to exercise the right of the membership within three months of the death of the member. If it is not done within the ninety days, the heir’s shall be deemed to have given notice of termination of membership. So be sure that your children are aware of that requirement.

Rick Titone – His statement is absolutely true and I can tell you this, in the fifteen years I have been on this Board we have never taken back a room from a member because of the death of anyone.

Member (didn’t give name) – I would like to take the opportunity to compliment the Board, the staff and the management on the overall appearance of the Club and in particular, the landscaping.

Tony Parrino – Farida and her staff do a fantastic job.

Kevin Foley – Thank you all for taking the time to come off the beach to spend it with us. Secondly, I really get angry when people make comments about the Board trying to take control, it’s a power issue, I can’t speak for what happened in the past. I wasn’t a Board Member years ago. But I can tell you, that this Board here that you see, the five of us are working for the Club. And if you have an issue or a complaint or a suggestion, all you have to do is call us. But there’s no power play, believe me, we are working for you because we own here as well, and this Board, although we agree to disagree at the end of the day we are doing things that benefit, I hope all of the members. So I really get angry when people start accusing the Board of being power hungry or benefiting the Board because it’s absolutely false, at least the two years I’ve been working with these gentlemen.

Rick Titone – Some of us have been here for a long time, all of us own weeks, the same as you do. We don’t just meet three times a year. When Kevin comes down on his vacation, he works for the Board, when I come down on my vacation, when Tony comes down, it’s not just those three meetings, we’re down here on vacation but in the mornings before we go to the beach, we walk this place, we look around, and we see what has to be done. We call someone else, we call Freddy of maintenance, this needs to be done, that needs to be done, so it’s not just the three meetings a year, or the emails that go flying back and forth an hour, hour and a half a day, we take our time from our own vacation to work for you.

Member – I have been here since 1972 before this place was built, I just want to know how long our timeshare is valid.

Tony Parrino – You own it for life, it passes to your heirs, they own it for their lifetime.

Pauli Knapp – Made motion to adjourn the meeting, seconded by Marilyn Corkum. All in favor and the meeting was adjourned at 11:05 AM.


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