(a) Each timeshare plan located exclusively in this Territory and established after the effective date of this chapter must provide a timeshare association to act exclusively as managing entity for the timeshare plan pursuant to this chapter. The developer shall act as the managing entity until the developer clearly provides in the timeshare instrument or other recorded instrument that the timeshare association will serve as managing entity, which party has acknowledged in writing that it has accepted the duties and obligations of serving as managing entity. Other timeshare plans may be managed by a timeshare association that is created pursuant to this section, although it is not required. The remaining provisions of this section apply only to timeshare associations created pursuant to this section. A timeshare association must be treated as a nonprofit corporation under title 13 Virgin Islands Code, chapter 3. In the event of any conflict between the provisions of chapter 3 of title 13 and this section, this section controls.
(b) The owners of timeshare interests are shareholders or members of the timeshare association. The officers and directors of the timeshare association have a fiduciary relationship to the owners.
(c) The timeshare association is created upon the filing of the articles of incorporation with the Office of the Lieutenant Governor in the judicial division in which the principal place of business of the timeshare association is intended to be located. The articles of incorporation must be filed prior to the first closing of a timeshare interest in a timeshare plan and must set forth:(1) A corporate name for the timeshare association;(2) The street address of the initial principal office and, if different, the mailing address of the timeshare association;(3) The purpose or purposes for which the timeshare association is organized;(4) A statement of the manner in which the directors are to be elected or appointed, or instead, the articles of incorporation may provide that method of election of directors be stated in the bylaws;(5) Any provision, not inconsistent with this chapter or with any other law, which limits in any manner the corporate powers authorized under this chapter;(6) The street address of the timeshare association’s initial registered office and the name of its initial registered agent at that address; and(7) The name and address of each incorporator.
(1) A corporate name for the timeshare association;
(2) The street address of the initial principal office and, if different, the mailing address of the timeshare association;
(3) The purpose or purposes for which the timeshare association is organized;
(4) A statement of the manner in which the directors are to be elected or appointed, or instead, the articles of incorporation may provide that method of election of directors be stated in the bylaws;
(5) Any provision, not inconsistent with this chapter or with any other law, which limits in any manner the corporate powers authorized under this chapter;
(6) The street address of the timeshare association’s initial registered office and the name of its initial registered agent at that address; and
(7) The name and address of each incorporator.
(d) The board of directors shall adopt the initial bylaws of a timeshare association. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provision for the regulation and management of the timeshare association not inconsistent with law or the articles of incorporation.
(e) Every timeshare association organized under this section, unless otherwise provided in its articles of incorporation or bylaws, may:(1) Have succession by its corporate name for the period set forth in its articles of incorporation;(2) Sue and be sued and appear and defend in all actions and proceedings in its corporate name to the same extent as a natural person;(3) Adopt, use, and alter a common corporate seal;(4) Elect or appoint such officers and agents as its affairs and allow them reasonable compensation;(5) Adopt, change, amend, and repeal bylaws, not inconsistent with law or its articles of incorporation, for the administration of the affairs of the timeshare association and the exercise of its corporate powers;(6) Adopt, change, and amend the budget for the timeshare association;(7) Increase, by a vote of its members cast as the bylaws may direct, the number of its directors so that the number must not be less than three but may be any number in excess thereof;(8) Make contracts and guaranties, incur liabilities, borrow money at such rates of interest as the timeshare association may determine, issue its notes, bonds, and other obligations, and secure its obligations by mortgage and pledge of all or any of its property, franchises, or income;(9) Conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or any foreign country;(10) Purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, or otherwise deal in and with real or personal property, or any interest therein, wherever situated;(11) Acquire, enjoy, utilize, and dispose of patents, copyrights, and trademarks and any licenses and other rights or interests thereunder or therein;(12) Sell, convey, mortgage, pledge, lease, exchange, transfer, or otherwise dispose of all or any part of its property and assets;(13) Purchase, take receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of and otherwise use and deal in and with, shares and other interests in, or obligations of, other domestic or foreign timeshare associations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district, municipality, or of any instrumentality thereof;(14) Lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds loaned or invested;(15) Delegate its duties to a managing entity pursuant to a management agreement;(16) Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the timeshare association is organized; and(17) Merge with other timeshare associations or other business entities, both for profit and not for profit, domestic and foreign, if the surviving timeshare association or other surviving business entity is a timeshare association not-for-profit or other business entity that has been organized as a not-for-profit entity under a governing statute or other applicable law that permits such a merger.
(1) Have succession by its corporate name for the period set forth in its articles of incorporation;
(2) Sue and be sued and appear and defend in all actions and proceedings in its corporate name to the same extent as a natural person;
(3) Adopt, use, and alter a common corporate seal;
(4) Elect or appoint such officers and agents as its affairs and allow them reasonable compensation;
(5) Adopt, change, amend, and repeal bylaws, not inconsistent with law or its articles of incorporation, for the administration of the affairs of the timeshare association and the exercise of its corporate powers;
(6) Adopt, change, and amend the budget for the timeshare association;
(7) Increase, by a vote of its members cast as the bylaws may direct, the number of its directors so that the number must not be less than three but may be any number in excess thereof;
(8) Make contracts and guaranties, incur liabilities, borrow money at such rates of interest as the timeshare association may determine, issue its notes, bonds, and other obligations, and secure its obligations by mortgage and pledge of all or any of its property, franchises, or income;
(9) Conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or any foreign country;
(10) Purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, or otherwise deal in and with real or personal property, or any interest therein, wherever situated;
(11) Acquire, enjoy, utilize, and dispose of patents, copyrights, and trademarks and any licenses and other rights or interests thereunder or therein;
(12) Sell, convey, mortgage, pledge, lease, exchange, transfer, or otherwise dispose of all or any part of its property and assets;
(13) Purchase, take receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of and otherwise use and deal in and with, shares and other interests in, or obligations of, other domestic or foreign timeshare associations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district, municipality, or of any instrumentality thereof;
(14) Lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds loaned or invested;
(15) Delegate its duties to a managing entity pursuant to a management agreement;
(16) Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the timeshare association is organized; and
(17) Merge with other timeshare associations or other business entities, both for profit and not for profit, domestic and foreign, if the surviving timeshare association or other surviving business entity is a timeshare association not-for-profit or other business entity that has been organized as a not-for-profit entity under a governing statute or other applicable law that permits such a merger.
(f) In anticipation of, or during any emergency defined in paragraph (6) of this subsection, the board of directors of a timeshare association may modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent and relocate the principal office or designate alternative principal offices or regional offices or authorize the officers to do so. During an emergency defined in paragraph (6) of this subsection, unless emergency bylaws provide otherwise:(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio;(2) One or more officers of the timeshare association present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum;(3) The director or directors in attendance at a meeting, or any greater number affixed by the emergency bylaws, constitute a quorum;(4) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the timeshare association binds the timeshare association and may not be used to impose liability on a corporate director, officer, employee, or agent;(5) An officer, director, or employee acting in accordance with any emergency bylaws is only liable for willful misconduct;(6) An emergency exists for purposes of this section if a quorum of the timeshare association’s directors cannot readily be assembled because of some catastrophic event, whether impending or already transpired; and(7) To the extent not in consistent with any emergency bylaws so adopted, the bylaws of the timeshare association must remain in effect during any emergency, and upon termination of the emergency, the emergency bylaws must cease to be operative.
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio;
(2) One or more officers of the timeshare association present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum;
(3) The director or directors in attendance at a meeting, or any greater number affixed by the emergency bylaws, constitute a quorum;
(4) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the timeshare association binds the timeshare association and may not be used to impose liability on a corporate director, officer, employee, or agent;
(5) An officer, director, or employee acting in accordance with any emergency bylaws is only liable for willful misconduct;
(6) An emergency exists for purposes of this section if a quorum of the timeshare association’s directors cannot readily be assembled because of some catastrophic event, whether impending or already transpired; and
(7) To the extent not in consistent with any emergency bylaws so adopted, the bylaws of the timeshare association must remain in effect during any emergency, and upon termination of the emergency, the emergency bylaws must cease to be operative.
(g) The duties of the timeshare association include:(1) Management and maintenance of all accommodations and amenities constituting the timeshare plan.(2) Collection of all assessments for common expenses.(3) Providing each year to all owners an itemized annual budget that must include all estimated revenues and expenses. The budget must be the final budget adopted by the timeshare association for the current fiscal year.(4) Arranging for an annual audit of the financial statements of the timeshare plan by a certified public accountant. A copy of the audited financial statements must be made available to the owners upon written request to the managing entity.(5) Maintenance of all books and records concerning the timeshare plan so that all such books and records are reasonably available for inspection by any owner or the authorized agent of such owner. The timeshare association may charge the owner a reasonable fee for copying the requested information. If the information is available in electronic format, the timeshare plan must provide via electronic mail at no charge.(6) Maintain among its records a list in accordance with section 1115 of this chapter.(7) For timeshare plans requiring the use of a reservation system to schedule occupancy of accommodations, the timeshare association shall:(A) Provide for a reservation system for use by all owners in scheduling occupancy of the accommodations of the timeshare plan in accordance with the governing documents of the timeshare plan.(B) Manage the reservation and use of accommodations using those processes, analyses, procedures, and methods that are in the best interests of the owners as a whole to efficiently manage the timeshare plan and encourage the maximum use and enjoyment of the accommodations and other benefits made available through the timeshare plan. The managing entity may forecast anticipated reservation and use of the accommodations, including the right to take into account current and previous reservation and use of the accommodations, information about events that are scheduled to occur, seasonal use patterns, and other pertinent factors that affect the reservation or use of the accommodations. In furtherance of the provisions of this section, the managing entity is authorized to reserve accommodations, in the best interests of the owners as a whole, for the purposes of depositing such reserved use with an affiliated exchange program or renting such reserved accommodations in order to facilitate the use or future use of the accommodations or other benefits made available through the timeshare plan.(8) Performing any other functions and duties that are necessary and proper to maintain the accommodations or amenities, as provided in the purchase contract.(9) The timeshare association of any timeshare plan may deny the use of the accommodations and amenities of the timeshare plan, including the denial of the right to make a reservation or the cancellation of a confirmed reservation for timeshare periods in a floating reservation timeshare plan, to any owner who is delinquent in the payment of any assessments made by the timeshare association against such owner for common expenses or for ad valorem real estate taxes. An exchange company may elect to deny exchange privileges to any member whose use of the accommodations and amenities of the member’s timeshare plan is denied pursuant to this section, and no exchange program or exchange company is liable to any of its members or third parties on account of any such denial of exchange privileges.(10) If the timeshare association has properly and timely given notice to a delinquent owner and to any affiliated exchange program, the timeshare association may give further notice to the delinquent owner that it may rent the delinquent owner’s timeshare period, or any use rights appurtenant thereto, and apply the proceeds of such rental, net of any rental commissions, cleaning charges, travel agent commissions, or any other commercial reasonable charges reasonably and usually incurred by the timeshare association in securing rentals, to the delinquent owner’s account. In securing a rental pursuant to this paragraph, the timeshare association is not required to obtain the highest nightly rental rate available, nor any particular rental rate, and the timeshare association is not required to rent the entire timeshare period; however, the timeshare association must use reasonable efforts to secure a rental that is commensurate with other rentals of similar timeshare periods or use rights generally secured at that time. Alternatively, the timeshare association may rent such accommodations at a bulk rate that is below the rate described herein but not less than $200 per week, which amount may be prorated for daily rentals.(11) Unless the articles of incorporation, the bylaws, or the provisions of this chapter provide for a higher quorum requirement not to exceed 33%, the percentage of voting interests required to make decisions and to constitute a quorum at a meeting of the members of a timeshare association is 15% of the voting interests.(12) All notices or other information sent by a board of directors of a timeshare association may be delivered to an owner by electronic mail, if the owner first consents electronically to the use of electronic mail for notice purposes in a manner that reasonably demonstrates that the owner has the ability to access the notice by electronic mail. The consent to receive notice by electronic mail is effective until revoked by the owner. Proxies or written consents on votes of any timeshare association may be received by electronic mail, have legal effect, and may be utilized for votes of an owners’ association, if the electronic signature is authenticated through use of a password, cryptography software, or other reasonable means and that proof of such authentication is made available to the board of directors.
(1) Management and maintenance of all accommodations and amenities constituting the timeshare plan.
(2) Collection of all assessments for common expenses.
(3) Providing each year to all owners an itemized annual budget that must include all estimated revenues and expenses. The budget must be the final budget adopted by the timeshare association for the current fiscal year.
(4) Arranging for an annual audit of the financial statements of the timeshare plan by a certified public accountant. A copy of the audited financial statements must be made available to the owners upon written request to the managing entity.
(5) Maintenance of all books and records concerning the timeshare plan so that all such books and records are reasonably available for inspection by any owner or the authorized agent of such owner. The timeshare association may charge the owner a reasonable fee for copying the requested information. If the information is available in electronic format, the timeshare plan must provide via electronic mail at no charge.
(6) Maintain among its records a list in accordance with section 1115 of this chapter.
(7) For timeshare plans requiring the use of a reservation system to schedule occupancy of accommodations, the timeshare association shall:(A) Provide for a reservation system for use by all owners in scheduling occupancy of the accommodations of the timeshare plan in accordance with the governing documents of the timeshare plan.(B) Manage the reservation and use of accommodations using those processes, analyses, procedures, and methods that are in the best interests of the owners as a whole to efficiently manage the timeshare plan and encourage the maximum use and enjoyment of the accommodations and other benefits made available through the timeshare plan. The managing entity may forecast anticipated reservation and use of the accommodations, including the right to take into account current and previous reservation and use of the accommodations, information about events that are scheduled to occur, seasonal use patterns, and other pertinent factors that affect the reservation or use of the accommodations. In furtherance of the provisions of this section, the managing entity is authorized to reserve accommodations, in the best interests of the owners as a whole, for the purposes of depositing such reserved use with an affiliated exchange program or renting such reserved accommodations in order to facilitate the use or future use of the accommodations or other benefits made available through the timeshare plan.
(A) Provide for a reservation system for use by all owners in scheduling occupancy of the accommodations of the timeshare plan in accordance with the governing documents of the timeshare plan.
(B) Manage the reservation and use of accommodations using those processes, analyses, procedures, and methods that are in the best interests of the owners as a whole to efficiently manage the timeshare plan and encourage the maximum use and enjoyment of the accommodations and other benefits made available through the timeshare plan. The managing entity may forecast anticipated reservation and use of the accommodations, including the right to take into account current and previous reservation and use of the accommodations, information about events that are scheduled to occur, seasonal use patterns, and other pertinent factors that affect the reservation or use of the accommodations. In furtherance of the provisions of this section, the managing entity is authorized to reserve accommodations, in the best interests of the owners as a whole, for the purposes of depositing such reserved use with an affiliated exchange program or renting such reserved accommodations in order to facilitate the use or future use of the accommodations or other benefits made available through the timeshare plan.
(8) Performing any other functions and duties that are necessary and proper to maintain the accommodations or amenities, as provided in the purchase contract.
(9) The timeshare association of any timeshare plan may deny the use of the accommodations and amenities of the timeshare plan, including the denial of the right to make a reservation or the cancellation of a confirmed reservation for timeshare periods in a floating reservation timeshare plan, to any owner who is delinquent in the payment of any assessments made by the timeshare association against such owner for common expenses or for ad valorem real estate taxes. An exchange company may elect to deny exchange privileges to any member whose use of the accommodations and amenities of the member’s timeshare plan is denied pursuant to this section, and no exchange program or exchange company is liable to any of its members or third parties on account of any such denial of exchange privileges.
(10) If the timeshare association has properly and timely given notice to a delinquent owner and to any affiliated exchange program, the timeshare association may give further notice to the delinquent owner that it may rent the delinquent owner’s timeshare period, or any use rights appurtenant thereto, and apply the proceeds of such rental, net of any rental commissions, cleaning charges, travel agent commissions, or any other commercial reasonable charges reasonably and usually incurred by the timeshare association in securing rentals, to the delinquent owner’s account. In securing a rental pursuant to this paragraph, the timeshare association is not required to obtain the highest nightly rental rate available, nor any particular rental rate, and the timeshare association is not required to rent the entire timeshare period; however, the timeshare association must use reasonable efforts to secure a rental that is commensurate with other rentals of similar timeshare periods or use rights generally secured at that time. Alternatively, the timeshare association may rent such accommodations at a bulk rate that is below the rate described herein but not less than $200 per week, which amount may be prorated for daily rentals.
(11) Unless the articles of incorporation, the bylaws, or the provisions of this chapter provide for a higher quorum requirement not to exceed 33%, the percentage of voting interests required to make decisions and to constitute a quorum at a meeting of the members of a timeshare association is 15% of the voting interests.
(12) All notices or other information sent by a board of directors of a timeshare association may be delivered to an owner by electronic mail, if the owner first consents electronically to the use of electronic mail for notice purposes in a manner that reasonably demonstrates that the owner has the ability to access the notice by electronic mail. The consent to receive notice by electronic mail is effective until revoked by the owner. Proxies or written consents on votes of any timeshare association may be received by electronic mail, have legal effect, and may be utilized for votes of an owners’ association, if the electronic signature is authenticated through use of a password, cryptography software, or other reasonable means and that proof of such authentication is made available to the board of directors.
(h) A member of a timeshare association is not, as such, personally liable for any act, debt, liability, or obligation of the timeshare association.
(i) The frequency of all meetings of members of the timeshare association, the time and manner of notice of such meetings, the conduct and adjournment of such meetings, the determination of members entitled to notice or to vote at such meetings, and the number or voting power of members necessary to constitute a quorum, must be determined by or in accordance with the articles of incorporation or the bylaws. The place and time of all meetings may be determined by the board of directors, other officers or persons as are provided for in the articles of incorporation or the bylaws, and the holders of at least 5% of the voting power of a corporation when one or more written demands for the meeting, which describe the purpose for which the meeting is to be held, are signed, dated, and delivered to a corporate officer.
(j) Members are not entitled to vote except as conferred by the articles of incorporation or the bylaws. A member who is entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by the member’s authorized attorney in fact.
(k) Where a timeshare interest is owned by one or more individuals or by an entity, a voting certificate that designates one of the record title owners or the corporate, partnership, or entity representative who is the person entitled to vote on behalf of such timeshare instrument, must be delivered to the timeshare association.
(l) The board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or the bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, but the corporation must never have fewer than three directors. Directors must be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws.
(m) The board of directors may hold regular or special meetings in or out of this Territory. A majority of the directors present, whether or not quorum exists, may adjourn any meeting of the board of directors to another time and place. Meetings of the board of directors may be called by the chair of the board or by the president unless otherwise provided in the articles of incorporation or the bylaws. Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(n) If there is a conflict between this section and other provisions of applicable law in this Territory, this section controls.