The Annual Meeting of Owners of the Manhattan Club Timeshare Association Inc. ("Timeshare Association") was held on August 6, 2008 in the
Skyline Suite at The Park Central New York Hotel located at 870 Seventh Avenue, New York, New York at 9 A.M.
The meeting was duly called to order by Stuart Eichner, the President of the Board of Directors ("Timeshare Board") of the Timeshare Association,
who stated the object of the meeting and requested the election of a chairman. An Owner nominated Neil Gilberg, Non-Sponsor Board Member, to chair
the meeting. Mr. Gilberg declined. An Owner nominated Joshua A. Wirshba, Secretary of the Timeshare Board, to chair the meeting.
Mr. Wirshba declined. On motion duly made and seconded, Mr. Eichner was duly elected chairman of the meeting.
Joshua A. Wirshba, Secretary, presented the proof of notice of meeting as mailed and transmitted by BSG Broadridge Tabulation Services.
The Chairman announced that the total number of Owners required for a quorum was represented at the meeting and that the meeting was duly organized and ready to transact the business before it. This information was confirmed by BSG Broadridge Tabulation Services.
Owner Richard Mulvaney gave a report of the Nominating Committee. The Nominating Committee consists of Richard Mulvaney, Stuart Eichner and
Joshua A. Wirshba. Five (5) Owners submitted resumes for the three (3) Non-Sponsor positions on the Timeshare Board. The Nominating Committee
determined that the slate for the Non-Sponsor positions on the Timeshare Board for 2008 would be the following:
Robert
Ballot
Neil Gilberg
James T. Dunphy
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The Chairman called the roll and certified the proxies. Broadridge sent ballot proxies to 13,258 individual ownerships with 2,286 voted Ownership Interests received for a 17.24% response. 15% is needed for a quorum.
The Chairman stated that the election of directors of the Timeshare Association was then in order and that nominations would be taken from the floor. Nicholas Maletta, Fluffy Palmer and Howard Beswick were nominated; the Chairman seconded each of the nominations.
The Chairman reported that the votes for the slate had been tallied, 2,086 for James Dunphy, 2,050 for Neil Gilberg, 2,046 for Robert Ballot, 36 for Nicholas Maletta, 24 for Howard Beswick, 16 for Fluffy Palmer and 2 for Perry Snyderman.
The following Directors of the Timeshare Board were elected and/or designated for the ensuing year:
Stuart
Eichner - President
Scott L.
Lager - Vice President
Chet Zimmerman - Treasurer
Joshua
Wirshba - Secretary
Robert
Ballot - Non-Sponsor Board Member
Neil Gilberg - Non-Sponsor Board Member125
James T. Dunphy - Non-Sponsor Board Member
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The Chairman stated that Nicholas Maletta, Howard Beswick and Fluffy Palmer would be welcome to participate with the Timeshare Board and attend Board meetings as unofficial, non-voting Owners. Mr. Maletta declined.
On motion duly made by Neil Gilberg and seconded by the Chairman, the reading of the Minutes from last year's annual meeting of Owners was waived.
The Chairman, the Secretary, Non-Sponsor Board Members and Manhattan Club staff held discussions regarding various issues related to the Timeshare Association.
The Secretary stated that the idea for a questionnaire that was sent to Owners attending the meeting had been submitted by Owner Joseph D. LaRosa. The Timeshare Board reviewed the idea and agreed to adopt it. Any concerns that Owners wanted to bring forward at the meeting were submitted beforehand by a form provided by The Manhattan Club. The form was mailed to all Owners who indicated that they were planning to attend the annual meeting. Owners filled out the form and either mailed or faxed it back to The Manhattan Club. The concerns have been tabulated and organized for a general discussion. The intention is that the concerns will be read to the Owners at the Meeting starting with most repeated concern first and then in descending order. The Chairman read the concerns to the group, gave The Manhattan Club response and then allow for a question and answer session.
The Manhattan Club received back 45 questionnaires. The following are the issues, which a significant number of responding Owners commented on:
Availability - Room availability is determined by a number of factors and fluctuates according to day, season, and demand; thus changing on an almost daily basis. Because of the high demand, rooms often book quickly, which has been everyone's experience. Reservations are booked on a "first come, first served basis" and owners are allowed to book up to 9 months in advance. As always, it suggested that Owners make their reservations as far in advance as possible to work within the system to avoid disappointment. The Reservation and Occupancy Confirmation Procedures also state that an Owner who wishes to book seven consecutive nights may submit a reservation request at any time during the 12 months preceding the requested check-in date.
Maintenance fees - The Sponsor guaranteed The Manhattan Club maintenance fees from 1997 until 2005. During that time, a restriction on the amount each Owner's fees were allowed to increase was 10% per year. While the guarantee was in place, the Sponsor provided funds to the Timeshare Association and picked up the expenses for such costs as credit card fees, cost of the reservation department and the collections department. After the guarantee expired the Sponsor took on several of these expenses during 2006 and 2007. With the 2008 budget, the Timeshare Association is responsible for the total cost of operating The Manhattan Club.
The 2009 budget is the second year the Timeshare Association will be projected to collect sufficient maintenance fees and real estate taxes to pay all the expenses of the Timeshare Association without Sponsor subsidy. The budget increase from 2008 to 2009 is 4.9%, which is slightly above the Urban Consumer Price Index (4.1%) as outlined in the 2009 Budget.
Non-Owners Renting Units - The Management Company works to rent rooms in relation to an Owner's "no-show" rate as outlined in the budget, this reduces costs to Owners. Sponsor reserves the right to rent its unsold inventory as outlined in the Timeshare Offering plan.
Elevators - Transel Elevator has completed the work on The Manhattan Club's passenger elevators. With the completion of the lobby elevators, work will start on the passenger/freight elevators. These enhancements to the lobby and passenger/freight elevators will greatly improve the vertical transportation for Owners. This work was approved by the Board of Directors and was outlined in the 2007 budget. Owner support and patience is greatly appreciated during these refurbishments.
Resales - The purchase of an Ownership Interest should be based upon its value as a vacation experience, for spending leisure time, or for other personal use, and not considered for purposes of acquiring an appreciating investment or with the expectation that the Ownership Interest may be rented or resold at a profit as outlined in the offering plan given at time of purchase.
Further discussions continued allowing Owners to voice their opinions and ideas regarding various topics, some of which were contained on the questionnaires, including reservations, availability, budgets, maintenance fees, ballot/nominating process, transient revenue, management fees, energy conservation, Owner's website and RCI exchanges.
There being no further business, the meeting was, on motion, adjourned.
Dated the 11th day of August 2008.
Joshua A. Wirshba,
Secretary
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