Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1A | THE ASSOCIATION'S GOVERNING DOCUMENTS PROVIDE FOR A SEVEN-MEMBER BOARD OF DIRECTORS WITH 2 BOARD MEMBERS ELECTED BY CLASS A, 1 BOARD MEMBER ELECTED BY CLASS B, 1 BOARD MEMBER ELECTED BY CLASS C AND 3 BOARD MEMBERS APPOINTED BY CLASS D. AS OF THE DATE OF FILING OF THIS FORM 990, DUE TO THE DEATH OF THE CLASS C DIRECTOR IN MAY 2022, THERE ARE CURRENTLY ONLY SIX MEMBERS ON THE BOARD OF DIRECTORS. UNDER APPLICABLE FEDERAL LAW, INCLUDING APPLICABLE INTERNAL IRS RULES, THREE OF THOSE BOARD MEMBERS ARE LIKELY CONSIDERED TO BE INDEPENDENT (2 CLASS A AND 1 CLASS B BOARD MEMBERS). THE THREE BOARD MEMBERS APPOINTED BY TSG SKI & GOLF, LLC, AS THE CLASS D MOUNTAIN SPECIAL MEMBER, ARE LIKELY NOT INDEPENDENT, AS TSG SKI & GOLF, LLC IS A RELATED PARTY DUE TO ITS BOARD PARTICIPATION AND CERTAIN TRANSACTIONS WITH TMVOA. TSG SKI & GOLF, LLC AND ITS RELATED ENTITIES HOLD MAJORITY VOTING RIGHTS IN THE CLASS C BOARD SEAT ELECTIONS. THE ASSOCIATION IS CURRENTLY ENGAGED IN DISCUSSIONS TO ADDRESS THESE BOARD AND VOTING ISSUES. WE WILL PROVIDE UPDATED INFORMATION, EITHER THROUGH AN AMENDMENT TO THIS 2021 FORM 990, OR AS PART OF A FUTURE FORM 990 FILING. |
| FORM 990, PART VI, SECTION A, LINE 2 | THE FOLLOWING BOARD MEMBERS HAVE A BUSINESS RELATIONSHIP AS THEY ARE EMPLOYED BY TSG SKI & GOLF, LLC - - CHAD HORNING, BOARD CHAIRMAN - TOM RICHARDS, BOARD MEMBER - JEFF PROTEAU, BOARD MEMBER THE FOLLOWING BOARD MEMBERS ARE HOMEOWNERS WITHIN TMVOA - - JIM ROYER, BOARD VICE CHAIRMAN - TIM KUNDA, BOARD MEMBER - ABBOTT SMITH, BOARD MEMBER |
| FORM 990, PART VI, SECTION A, LINE 4 | IN 2014, THE ASSOCIATION ADOPTED AMENDMENTS TO ITS BYLAWS, THAT WERE NOT PREVIOUSLY REPORTED TO THE IRS AND ARE THEREFORE BEING DISCLOSED AS PART OF THIS RETURN. THE AMENDMENTS ADDED TO THE OFFICE OF CHAIRMAN AND CHANGED THE OFFICE OF PRESIDENT TO PROVIDE THAT THE PRESIDENT SHALL NOT BE A MEMBER OF THE BOARD OF DIRECTORS. THE POWERS OF THE OFFICE OF PRESIDENT REMAINED THE SAME. THE OFFICE OF CHAIRMAN IS FILLED BY A MEMBER OF THE BOARD OF DIRECTORS. THE CHAIRMAN IS AUTHORIZED TO PRESIDE OVER MEETINGS OF THE OWNERS AND OF THE BOARD OF DIRECTORS. THE OFFICE OF VICE-PRESIDENT WAS RENAMED TO "VICE-CHAIRMAN." THERE WAS NO CHANGE IN THE SCOPE OF DUTIES OF THE VICE-CHAIRMAN. |
| FORM 990, PART VI, SECTION A, LINE 6 | (I) TMVOA SHALL HAVE FOUR (4) CLASSES OF VOTING MEMBERSHIP SET FORTH BELOW: - CLASS A - CLASS A MEMBERS SHALL BE ALL OF THE OWNERS OF RESIDENTIAL SITES. A CLASS A MEMBER SHALL BE ENTITLED TO ONE VOTE FOR EACH RESIDENTIAL SITE. OWNERS OF A RESIDENTIAL SITE MAY DELEGATE TO A LESSEE OF THAT RESIDENTIAL SITE THE RIGHT TO VOTE BY DELIVERING WRITTEN NOTICE OF SUCH DELEGATION TO TMVOA. - CLASS B - CLASS B MEMBERS SHALL BE ALL OWNERS WHO OWN A LODGE SITE OR ALL LESSEES WHO LEASE AND OPERATE A LODGE SITE, IF SO DESIGNATED BY THE OWNER OF A LODGE SITE. OWNERS OF LODGE SITES NOT YET DEVELOPED AND CERTIFIED FOR OCCUPANCY SHALL HAVE NO RIGHT TO VOTE UNTIL SUCH TIME AS THE LODGE SITE IS DEVELOPED AND A CERTIFICATE OF OCCUPANCY ISSUED BY THE TOWN. EACH CLASS B MEMBER SHALL BE ENTITLED TO ONE VOTE FOR EACH ZONED HOTEL UNIT, LODGE UNIT, HOTEL EFFICIENCY UNIT OR EFFICIENCY LODGE UNIT. A CLASS B MEMBER MAY ASSIGN OR DELEGATE TO THE MANAGER OF SUCH LODGE SITE ALL (BUT NOT LESS THAN ALL) OF HIS VOTING RIGHTS AS A CLASS B MEMBER WITH RESPECT TO SUCH LODGE SITE. TMVOA SHALL RECOGNIZE ANY SUCH ASSIGNMENT OR DELEGATION OF VOTING RIGHTS PROVIDED THAT, TO BE EFFECTIVE WITH RESPECT TO TMVOA, THE ASSIGNMENT OR DELEGATION OF RIGHTS SHALL BE IN WRITING, SHALL BE IN TERMS DEEMED SATISFACTORILY SPECIFIC BY TMVOA, AND A COPY THEREOF SHALL BE FILED WITH AND APPROVED BY TMVOA. - CLASS C - CLASS C MEMBERS SHALL BE ALL THOSE OWNERS WHO OWN AND OPERATE ANY TYPE OF SERVICE, COMMERCIAL OR RETAIL BUSINESS (EXCEPT A LODGE SITE), AND ALL THOSE LESSEES WHO OPERATE ANY TYPE OF SERVICE, COMMERCIAL OR RETAIL BUSINESS UPON THEIR SITES, IN ACCORDANCE WITH THE TOWN LAND USE ORDINANCE. A CLASS C MEMBER SHALL BE ENTITLED TO ONE VOTE FOR EACH 250 SQUARE FOOT INCREMENT OF SPACE THAT IS OWNED OR LEASED BY SUCH MEMBER AND USED IN FURTHERANCE OF THE OPERATION OF SUCH BUSINESS. FOR PURPOSES OF THIS PROVISION, SQUARE FOOTAGE SHALL BE MEASURED FROM THE INTERIOR PAINTED WALLS OF THE SPACE AND SHALL NOT INCLUDE SQUARE FOOTAGE DEVOTED TO MECHANICAL, CIRCULATION OR PARKING. NOTHING TO THE CONTRARY WITHSTANDING, EACH CLASS C MEMBER SHALL RECEIVE A MINIMUM OF ONE VOTE. THE OWNER AND/OR LESSEE OF ANY VACANT SERVICE, COMMERCIAL OR RETAIL SPACE SHALL NOT BE ENTITLED TO A VOTE AS LONG AS THE SERVICE, COMMERCIAL OR RETAIL SPACE REMAINS VACANT. - CLASS D - THE MOUNTAIN SPECIAL MEMBER SHALL CONSTITUTE THE ENTIRE CLASS D MEMBERSHIP. (II) A MEMBER MAY BELONG TO MORE THAN ONE CLASS. (III) IF A MEMBERSHIP IN ANY CLASS IS HELD BY MORE THAN ONE PERSON OR ENTITY, THE HOLDERS THEREOF MAY VOTE IN ANY MANNER IN WHICH THEY ALL AGREE AS SET FORTH IN A WRITTEN INSTRUMENT DELIVERED TO TMVOA. (IV) AT ANY MEETING OF A SINGLE CLASS OF MEMBERS, SUCH MEMBERS SHALL BE ENTITLED TO VOTE ONLY THE VOTES TO WHICH THEY ARE ENTITLED PURSUANT TO BEING MEMBERS OF SUCH CLASS. AT ANY MEETING OF THE COMBINED CLASSES OF MEMBERSHIP WHERE A VOTE OF COMBINED CLASSES OF MEMBERS IS TO BE TAKEN, EACH MEMBER SHALL BE ENTITLED TO VOTE THE NUMBER OF VOTES FOR EACH CLASS OF WHICH IT IS A MEMBER WHICH IS IN THE COMBINED CLASSES. (V) FOR THE PURPOSE OF DETERMINING THE VOTE OF A CLASS, THE VOTE OF A MAJORITY OF SUCH CLASS PRESENT AT THE PARTICULAR MEETING IN PERSON OR BY PROXY AND ENTITLED TO VOTE ON MATTERS ADDRESSED AT SUCH MEETING SHALL BE DEEMED THE VOTE OF SUCH CLASS. THERE ARE 2,390 RESIDENTIAL SITES, 1,100 LODGING SITES AND 170 COMMERCIAL SITES. THERE ARE NO SITES WITH CLASS D MOUNTAIN SPECIAL MEMBER. EACH SITE WITHIN TMVOA IS CATEGORIZED INTO A SITE DEPENDING UPON THE ZONING CLASSIFICATION OF EACH SITE AS SET FORTH IN THE TOWN OF MOUNTAIN VILLAGE LAND USE CODE (EXCEPT FOR CLASS D). CLASS D IS GRANTED A SPECIAL MEMBERSHIP UNDER THE TMVOA GOVERNING DOCUMENTS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE MEMBERS OF THE BOARD OF DIRECTORS OF TMVOA ARE ELECTED OR APPOINTED AS FOLLOWS: - 2 CLASS A RESIDENTIAL DIRECTORS ARE ELECTED BY THE RESIDENTIAL CLASS. EACH RESIDENTIAL SITE IS ALLOCATED ONE VOTE. - 1 CLASS B LODGING DIRECTOR IS ELECTED BY THE LODGING CLASS. EACH LODGING SITE IS ALLOCATED ONE VOTE FOR EACH LODGING UNIT CONSTRUCTED AND CERTIFIED FOR OCCUPANCY. - 1 CLASS C COMMERCIAL DIRECTOR IS ELECTED BY THE COMMERCIAL CLASS. VOTES IN THE COMMERCIAL CLASS ARE ALLOCTED BY SQUARE FOOTAGE. EACH 250 OF SQUARE FEET OF COMMERICAL SPACE IS ALLOCATED 1 VOTE ONLY. COMMERCIAL SPACE THAT HAS BEEN CONSTRUCTED AND IS OCCUPIED IS ALLOWED TO VOTE. VACANT COMMERCIAL SPACE IS NOT ALLOCATED A VOTE. IF A COMMERCIAL SPACE IS OCCUPIED BY A LESSEE, THE LESSEE IS ALLOCATED THE VOTE RATHER THAN THE OWNER OF THE COMMERCIAL SPACE. - 3 CLASS D DIRECTORS ARE APPOINTED BY TSG SKI & GOLF, LLC. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS PREPARED BY THE ORGANIZATION'S PUBLIC ACCOUNTING FIRM BASED ON INFORMATION PROVIDED BY MANAGEMENT. ONCE THE DRAFT IS AVAILABLE, IT IS REVIEWED BY MANAGEMENT AND ANY CHANGES INCORPORATED INTO THE FILING. ONCE THIS DETAILED REVIEW IS COMPLETE, THE DRAFT OF THE FORM 990 IS PRESENTED TO THE FINANCE, AUDIT AND BUDGET COMMITTEE FOR THEIR REVIEW AND COMMENTS PRIOR TO FILING WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE ORGANIZATION'S CONFLICT OF INTEREST POLICY APPLIES TO THE BOARD OF DIRECTORS. DIRECTORS ARE REQUIRED TO COMPLETE AN ANNUAL DISCLOSURE SETTING FORTH THEIR AFFILIATIONS. THE ORGANIZATION'S ATTORNEY MONITORS ALL CONTRACTS AND TRANSACTIONS CONSIDERED BY THE BOARD OF DIRECTORS TO ASSIST IN DETERMINING THE EXISTENCE OF ANY POSSIBLE CONFLICTS OF INTERESTS IN ACCORDANCE WITH THE CONFLICT OF INTEREST POLICY. IF A CONFLICT OF INTEREST EXISTS, THE DIRECTOR IS PROHIBITED FROM VOTING ON THE MATTER. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE CEO'S COMPENSATION WAS DETERMINED BY THE CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS BASED ON HISTORICAL AND COMPARABLE DATA. COMPENSATION IS DOCUMENTED IN THE CEO EMPLOYEE AGREEMENT. |
| FORM 990, PART VI, SECTION C, LINE 19 | ALL DOCUMENTS ARE AVAILABLE TO THE PUBLIC THROUGH THE ORGANIZATION'S WEBSITE - WWW.TMVOA.ORG. |
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