As the Board indicates, currently this issue is the subject of lawsuit. In Oct of 2008, a WorldMark member made a request to the WorldMark Board under the provision of California Corporation Code 8330. WorldMark is a non-profit mutual benefit corporation that is in incorporated in the state of California, so California law governs the operation of the Club.
Under Calif. Corp. 8330, WorldMark is required to either provide the list to the petitioner, provide an alternative procedure, or to seek a protective order in court blocking the members access to the mailing list. The WM Board chose to offer an alternative procedure to the member in accordance with the prevailing Board policy on this issue. For in Dec 2006, the Board had adopted a policy for requests for the mailing list. This procedure is outlined here.
The offer of the alternate procedure by the Board was in compliance with Corp 8330. The petitioner rejected this option, and under 8330, the Board was forced to pursue a protective order blocking the members access to the mailing list. This resulted in case 34-2008-00025130-CU-PT-GD being filed in SUPERIOR COURT OF CALIFORNIA, COUNTY OF SACRAMENTO on Oct. 22, 2008.
After considering the matter, and hearing oral arguments on the matter, the court ruled on Dec. 30, 2008, that “WorldMark’s Application for a Protective Order is DENIED, in its entirety.” The basis for that decision was the following:
The alternative proposed by WorldMark is a violation of its By Laws, without a proper membership vote. Such an attempt to violate the By Laws by the Board is void, as in excess of the Board’s grant of authority under the WorldMark By Laws.
Although the Board purportedly amended the By Laws at its meeting of Dec. 6, 2008, by enacting a Policies and Procedures Owner Request to Inspect or Copy Club Membership Roster, providing for the mailing house alternative, the Policy clearly conflicts with the By Laws and there is no showing that any amendment of section 7.1 was conducted in compliance with By Laws provisions for a 25% member approval of any modification of the By Laws. (By Laws, section 9.6)
For the purposes of this motion, the Court finds the By Laws provisions of 7.1 regarding members’ right to inspect and access the membership list still valid.
The WorldMark Board subsequently decided to appeal that decision, and further action is stayed pursuant to the outcome of the appeal.
