Project Document Revisions – Frequently Asked Questions

1.         Q:  Why are the GOVERNING documents being revised?

A.        The Cliff Club at Snowbird was originally created in 1996.  In the past 14 years there have been many changes in state law, refinements to association best practices throughout the country, and to the operational proceedings of The Cliff Club itself.  The proposed revisions to the project documents are designed to address these changed conditions.  For example, the developer is no longer in active development of the project, and the revised documents have deleted inapplicable developer rights provisions.  Further, these revisions will catch up and incorporate all prior amendments so that owners can easily determine the current provisions by reference to one set of documents.  The result of these revisions will be a set of project documents that reflect current conditions and are more user friendly.  The Board has closely studied these revisions and believes modernizing the project documents to reflect and update current operations is in the best interest of the Association and the owners.

2.         Q:  CAN THE CLIFF CLUB BE TERMINATED OR DISSOLVED WITHOUT MY VOTE?

A.        Absolutely not.  This is a sold out project.  The owners are in total control of The Cliff Club.  Termination of The Cliff Club timeshare project would require approval of at least 75% of the owner votes.  Even if the owners voted to terminate, current owners would not simply lose their property rights.  Rather, every current timeshare owner would still own its proportionate share of the entire project.  Revising the documents to provide for termination will allow flexibility in the future.  For example, if the project becomes obsolete or is in a state of disrepair, the owners could vote to terminate the timeshare component and sell the entire project as a whole.  Termination is a tool the owners can use, but this tool could not be exercised without an owner vote and participation.  NO ONE CAN TAKE YOUR VACATION OWNERSHIP INTEREST FROM YOU (SO LONG AS YOU PAY YOUR ASSESSMENTS, MORTGAGE, AND TAXES).

3.         Q:  WILL THE NEW AMENDMENTS ADVERSELY IMPACT THE CLIFF CLUB’S VALUE OR UNDERCUT THE OWNERS?

A.        No.  The revised documents are designed to preserve value and create consistency for the owners.  For example, the new documents allow the Board to adopt quality standards for maintenance of the common areas, which will improve the look and upkeep of the project.  These revisions also clarify owner occupancy rights to make each owner’s reservation and stay more flexible.  The revisions reflect the current reservation operations for consistency.  The proposed amendments do not create any new developer controls, rather, outdated developer rights provisions are eliminated.

4.         Q:  WHY AREN’T THE OTHER PROJECT DOCUMENTS IN THE PACKAGE?

A.        Amendments to documents such as the Nomination Policy, Rental Policy, and Rules and Regulations do not require an owner vote.  The original Declaration grants the Board discretion to adopt and revise these types of Association documents in order to have control over day-to-day operations.  The Board cannot create and has not created any policies that hinder the owners’ use and enjoyment of The Cliff Club.  All documents governing The Cliff Club are in the Association’s records and any owner may review and copy these documents during normal business hours.  To avoid confusion, these ancillary documents were not mixed in with the Declaration and Bylaws that are being amended.  The Amended and Restated Declaration and Bylaws sent to the owners are the only documents subject to an owner vote.  All other documents are in support of the Association and do not require an owner vote to amend as authorized by Utah law and the terms of the original documents.

5.         Q:  IS THE PETITION PROCESS FOR ELECTION TO THE BOARD BEING ELIMINATED?

A.        No.  The original Board policies allowed an owner to submit a petition for election to the Board.  This policy remains in the revised documents; the revisions simply clarify the nomination process for consistency and reflect current operations.  The Board values diverse participation on the Board, which value is demonstrated by the process involving the Nominating Committee and review of all candidates.

6.         Q:  IS SNOWBIRD THE PERMANENT MANAGER OF THE CLIFF CLUB?

A.        Absolutely not.  The Board can hire any manager it wants to hire.  There is no requirement to hire Snowbird.  The original project documents from 1996 defined Snowbird as the manager during the period when the developer was in charge of the timeshare project.  Under the revised Declaration, Sections 1.21 and 9.4 provide that the Board may select and employ the Manager of its choice.  The Board currently has a contract with Snowbird because the Board has determined that at this time Snowbird is the best company to manage the project.  For example, Snowbird has an interest in preserving value, has on-site infrastructure to support the project, understands the needs of the owners, can provide incentives that many off-site managers cannot, and provides the most services for the management fee charged.

7.         Q:  CAN THE BOARD ACT WITHOUT A MEETING?

A.        Yes.  Utah law allows nonprofit corporations to act through a board of directors without a meeting of such directors.  Action without a meeting requires directors to sign a written consent to the action.  Revisions to the document addressing this issue simply reflect the current state of Utah law and clarify that this right is already allowed.  Owners are also authorized by Utah law to act without an owner meeting through a ballot procedure.

8.         Q:  WHY DO THE REVISED DOCUMENTS PROVIDE FOR ARBITRATION?

A.        Arbitration is a way for owners to resolve disputes outside the traditional court system.  Arbitration is generally simpler, more flexible, and less expensive than litigation.  This saves both owners and the Association money and time.

9.         Q:  WHY HAVE TRADEMARK PROVISIONS BEEN ADDED?

A.        Snowbird already owns the rights to the trademarks “The Cliff Club at Snowbird,” “The Cliff Club,” and “Snowbird.”  Addressing these trademarks in the project documents provides specific rights to owners and the Association to use these trademarks under certain circumstances.  For example, under the trademark provisions the Association is authorized to use “The Cliff Club at Snowbird” in its name and an owner has the legal right to use “The Cliff Club at Snowbird” with respect to renting and selling the owner’s interest, so long as the owner complies with The Cliff Club rules.