Please find enclosed the Notice of Special Meeting of the Board of Directors and Special Meeting of the Members of Sunrise Ridge Condominium Association, Inc. The Board Meeting will be held at 10:00AM local time on Thursday, March 08, 2018 in the VIP Fun Center at 2301 Ridge Road, Pigeon Forge, Tennessee 37863. The Members Meeting will commence at 10:00AM local time on March 22, 2018 at the same location. The purpose of the Members Meeting is to elect three (3) persons to the Board of Directors of the Association. Members may also listen to the Members Meeting telephonically, but may only vote by attending in person or by submitting the enclosed Proxy. We request that you complete and sign the enclosed Proxy and return it to the Secretary of the Sunrise Ridge Condominium Association, Inc., by either using the enclosed pre-addressed envelope or online as directed on the enclosed Proxy. Your Proxy must be received by 5:00 p.m. on March 21, 2018 in order to be valid. Voting online will increase the chances of becoming one of the first 400 owners to return your proxy, making you eligible for a $50 VISA gift card! Sincerely, H. Charles Anderson, President Sunrise Ridge Condominium Association, Inc.
SUNRISE RIDGE CONDOMINIUM ASSOCIATION, INC. PROXY KNOW ALL PERSONS BY THESE PRESENTS, that for the Special Meeting of Members of Sunrise Ridge Condominium Association, Inc. (the Corporation ), to be held at 10:00 AM on Thursday, March 22, 2018, at the VIP Fun Center at 2301 Ridge Road, Pigeon Forge, Tennessee 37863-3065, and for all lawfully adjourned and reconvened meetings thereof (together, the Special Meeting ), the undersigned person(s), being a Member(s) of the Corporation, hereby constitutes and appoints H. Charles Anderson, the true and lawful attorney and proxy of the undersigned, to attend and represent the undersigned at the Special Meeting, and for and on behalf of the undersigned to vote on any and all matters to which the undersigned was given notice of pursuant to the Notice of Special Meeting dated February 26, 2018, according to the number of votes which the undersigned would be entitled to vote, if personally present. I direct my true and lawful attorney to vote for the following Directors: In the event that a Time-share Interval is owned by one or more Members, and in conformance with the Bylaws of the Corporation, I confirm that I have been designated by such Members as proxy or nominee for all Members owning an interest in such Time-Share Interval and in no event shall more than one (1) vote be cast with respect to any Time-Share Interval. I reserve the right to cancel this proxy at any time by filing with the Secretary of the Corporation a signed written notice of cancellation. I understand that if I do not fill in the names of Directors above, then Mr. Anderson, as my true and lawful attorney, may vote for Directors as he sees fit. IN WITNESS WHEREOF, the undersigned has executed this proxy this day of, 2018., Owner Signature Printed Name: Time-Share Interval/Membership Number: 4049970.1
Beth Costner Sunrise Ridge Condominium Association, Inc. Candidate for Board of Directors Ms. Costner has been the General Manager at Bent Creek Golf Village since 2001. She is a native of Sevierville, Tennessee and attended college at Middle Tennessee State University. Ms. Costner has over 20 years of Hotel & Vacation Ownership experience. In her current position, Ms. Costner has been involved with various association matters and partners with the board annually to review budgets and developments impacting the resort. Ms. Costner holds a Tennessee Vacation Lodging license as well as designated agent license. Jacquelyn ( Jackie ) D. Smullen Sunrise Ridge Condominium Association, Inc. Candidate for Board of Directors Ms. Smullen, a certified public accountant, is Regional Asset Manager for Diamond Resorts. She joined Diamond Resorts through the acquisition of Gold Key PHR in October 2015. She is currently serving as Asset Manager for twelve resorts and owner associations in the East and Caribbean region and serves on ten managed and non-managed owner association boards. She was Director of Business Planning and Financial Analysis for the Resort Division of Professional Hospitality Resources, Inc., a position held since September 2012. Before joining the hospitality industry, Ms. Smullen was in broadcasting and telemarketing. From 2001 to 2012, she was Vice President and Chief Financial Officer of Sky Television, LLC, a locally owned broadcast company. From 1998 until 2000, she was Director of Finance, Mergers & Acquisitions, for Abacus Communications, LC, a provider of telemarketing services. Ms. Smullen was Vice President and Corporate Controller of Max Media LC from 1991 until the company was sold to Sinclair Broadcast Group, Inc. in 1998. Ms. Smullen was Director of Station Finance for TVX Broadcast Group, Inc., a publicly traded company, from 1988 until the company was sold to Paramount Communications in 1991. She currently serves as Commodore of the Portsmouth Yacht Club in Portsmouth, Virginia and serves as Treasurer of her church. Yalell Eleyssami Sunrise Ridge Condominium Association, Inc. Candidate for Board of Directors Regional Director of Resort Operations East & Caribbean Region, Virginia, North Carolina, Missouri, Tennessee, and Indiana for Diamond Resorts. A Senior Hospitality Executive with extensive broad-based domestic and international experience in hotel, travel, and real estate operations. A native of Venezuela, South America, attended college in Texas, graduated with a Bachelor Degree of Business Administration and has over 32 years of Hotel & Vacation Ownership experience. Proven ability to work and interface effectively with diverse teams and negotiate favorable partnerships, significantly impacting the bottom line by leading strong work teams, and achieving outstanding results. Has served in various HOA associations, residential & vacation ownership.
SUNRISE RIDGE CONDOMINIUM ASSOCIATION, INC. NOTICE OF SPECIAL MEETING OF BOARD OF DIRECTORS I. Special Board Meeting AND SPECIAL MEETING OF MEMBERS H. Charles Anderson, as President of the Sunrise Ridge Condominium Association, Inc. ( Corporation ), has called a special meeting of the Board of Directors ( Board Meeting ), pursuant to Article III, Section 6 of the Bylaws and Tenn. Code Ann. 48-58-201(b). The Board Meeting will be held at 10:00 AM on Thursday, March 8, 2018 in the VIP Fun Center at 2301 Ridge Road, Pigeon Forge, Tennessee 37863-3065 ( Resort ). Members may observe the Board Meeting in person or telephonically. The dial-in information is (866) 552-9424 conference code: 8929045378 The agenda for the Board Meeting is: 1. Call to order; 2. Recognition of a quorum; 3. Vote to approve the amendment to the Bylaws ( Bylaws Amendment ) that is attached as Exhibit A to this Notice; 4. Vote to record the Bylaws Amendment in the Register s Office of Sevier County; 5. Adjournment. II. Special Meeting of the Members H. Charles Anderson, as President of the Corporation, together with the Board of Directors, has called a special meeting of the Members of the Corporation ( Members Meeting ), pursuant to Article II, Section 2 of the Bylaws and Tenn. Code Ann. 48-57-102(a)(1) and 48-57-102(e). The Members Meeting will be held on Thursday, March 22, 2018, in the VIP Fun Center at the Resort. Registration of the Members at the Members Meeting will begin at 9:00 a.m., local time, and the Members Meeting shall commence promptly at 10:00 a.m., local time. Members may also listen to the Members Meeting telephonically, but may only vote by attending in person or by submitting the Proxy attached as Exhibit B. Any member who has had voting rights suspended pursuant to Article IX, Section 9.2 of the Sunrise Ridge Resort Master Deed, and Article VII of the Bylaws, will not be permitted to vote at any meeting. The dial-in information is (866) 552-9424 conference code: 8929045378. The agenda for the Members Meeting is: 1. Call to order; 2. Election of chairperson; 3998190.1 4038786.5
3. Calling of the roll, certifying of proxies, and recognition of a quorum pursuant to Article II, Section 4 of the amended Bylaws, the presence in person or by proxy representing 15% of the total voting interests eligible to vote shall constitute a quorum and decisions shall be made by the vote of a majority of the Members at a meeting at which a quorum is present; 4. Proof of notice of the Members Meeting; 5. Opening remarks by H. Charles Anderson, President; 6. Election of Board of Directors The individuals seeking election to the Board of Directors as nominated by the nominating committee are as follows: Jackie Smullen Yalell Eleyssami Beth Costner 7. Adjournment. Pursuant to the Bylaws and Tenn. Code Ann. 48-57-102(e), no other business shall be transacted. If the Members Meeting cannot be organized because a quorum has not been achieved, then the Members Meeting shall be adjourned and then reconvened on Monday, March 26, 2018, in the VIP Fun Center at the Resort. Registration of the Members at the reconvened Members Meeting will begin at 9:00 a.m., local time, and the reconvened Members Meeting shall commence promptly at 10:00 a.m., local time. Members may also listen to the Members Meeting telephonically, but may only vote by attending in person or by submitting the Proxy attached as Exhibit B. Any member who has had voting rights suspended pursuant to Article IX, Section 9.2 of the Sunrise Ridge Resort Master Deed, and Article VII of the Bylaws, will not be permitted to vote at any meeting. The dialin information is (866) 552-9424 conference code: 8929045378. The agenda for the reconvened Members Meeting will be identical to the agenda for the original Members Meeting, except that quorum shall be achieved by the presence in person or by proxy of Members representing 10% of the total voting interests eligible to vote. Proxies submitted for the original Members Meeting will also be valid at the reconvened Members Meeting. SUNRISE RIDGE CONDOMINIUM ASSOCIATION, INC. Director/President Director/Vice President Director/Treasurer and Secretary Date: February 26, 2018 3998190.1 4038786.5
EXHIBIT A Sunrise Bylaws Amendment [Attached hereto and incorporated herein by reference.]
PROPOSED
PROPOSED
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EXHIBIT B SUNRISE RIDGE CONDOMINIUM ASSOCIATION, INC. PROXY KNOW ALL PERSONS BY THESE PRESENTS, that for the Special Meeting of Members of Sunrise Ridge Condominium Association, Inc. (the Corporation ), to be held at 10:00 AM on Thursday, March 22, 2018, at the VIP Fun Center at 2301 Ridge Road, Pigeon Forge, Tennessee 37863-3065, and for all lawfully adjourned and reconvened meetings thereof (together, the Special Meeting ), the undersigned person(s), being a Member(s) of the Corporation, hereby constitutes and appoints H. Charles Anderson, the true and lawful attorney and proxy of the undersigned, to attend and represent the undersigned at the Special Meeting, and for and on behalf of the undersigned to vote on any and all matters to which the undersigned was given notice of pursuant to the Notice of Special Meeting dated February 26, 2018, according to the number of votes which the undersigned would be entitled to vote, if personally present. I direct my true and lawful attorney to vote for the following Directors: In the event that a Time-share Interval is owned by one or more Members, and in conformance with the Bylaws of the Corporation, I confirm that I have been designated by such Members as proxy or nominee for all Members owning an interest in such Time-Share Interval and in no event shall more than one (1) vote be cast with respect to any Time-Share Interval. I reserve the right to cancel this proxy at any time by filing with the Secretary of the Corporation a signed written notice of cancellation. I understand that if I do not fill in the names of Directors above, then Mr. Anderson, as my true and lawful attorney, may vote for Directors as he sees fit. IN WITNESS WHEREOF, the undersigned has executed this proxy this day of, 2018., Owner Signature Printed Name: Time-Share Interval/Membership Number: 4049970.1