Virginia Code 59.1-448.1: Public offering statement
A. The travel club shall prepare and distribute to any prospective purchaser, before execution thereby of a travel services agreement, a public offering statement which discloses fully and accurately the characteristics of the travel club and its travel services, the membership offered and shall make known to prospective purchasers all material circumstances affecting the travel club and its travel services. The proposed public offering statement shall be filed with the Commissioner, shall be in a form prescribed by his rules and shall include the following to the extent applicable:
Terms Used In Virginia Code 59.1-448.1
- Accommodations: means any real property improvement provided by the travel club to its members for lodging purposes, including, without limitation, condominiums, hotels, motels or motor courts. See Virginia Code 59.1-445
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Commissioner: means the Commissioner of the Department of Agriculture and Consumer Services or his designee. See Virginia Code 59.1-445
- Contract: A legal written agreement that becomes binding when signed.
- Conviction: A judgement of guilt against a criminal defendant.
- Escrow: Money given to a third party to be held for payment until certain conditions are met.
- Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
- offering: means any act to sell, solicit, induce, advertise, or execute a travel services agreement. See Virginia Code 59.1-445
- Person: includes any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or any other legal or commercial entity and any successor, representative, agent, agency, or instrumentality thereof. See Virginia Code 1-230
- Purchaser: means any person who enters into an agreement in whole or in part within this Commonwealth with a travel club for travel services. See Virginia Code 59.1-445
- real estate: includes lands, tenements and hereditaments, and all rights and appurtenances thereto and interests therein, other than a chattel interest. See Virginia Code 1-219
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
- Travel club: means a for-profit organization that provides, in return for either an advance fee for membership or an annual charge for membership of more than $100, the privilege for its members or participants to arrange or obtain future travel services through or from the organization. See Virginia Code 59.1-445
- Travel services: means transportation by carrier; accommodations; rental of motor vehicles; or any other service related to travel. See Virginia Code 59.1-445
- Travel services agreement: means the agreement executed in whole or in part in this Commonwealth between the travel club and the purchaser of the membership in such club and does not include arrangements or agreements for specific travel transportation, accommodation or other specific services. See Virginia Code 59.1-445
- Trustee: A person or institution holding and administering property in trust.
1. The name and principal address of the travel club, including:
a. The name, principal occupation and address of every director, partner, or trustee of the travel club;
b. The name and address of each person owning or controlling an interest of twenty percent or more in the travel club;
c. The particulars of any indictment, conviction, judgment, decree or order of any court or administrative agency against the travel club for violation of a federal, state, local or foreign country law or regulation in connection with activities relating to the rendition of travel services;
d. A statement of any unsatisfied judgments against the travel club, the status of any pending suits involving the rendition of travel services to which the travel club or any general partner, executive officer, director, or majority stockholder thereof is a defending party, and the status of any pending suits of significance to the travel club; and
e. The name and address of the travel club’s agent for service of process.
2. A general description of the travel services offered by the travel club which are made available to purchasers.
3. A general description of the travel club and its more significant features including without limitation the duration of membership, the types of membership offered, all fees, costs, and charges imposed on the purchaser thereby, and any provision for its cancellation by the purchaser other than by default.
4. Provisions, if any, that have been made by the travel club for fulfilling the demand of the purchaser for accommodations in lodgings.
5. If the travel club’s net worth is less than $500,000, a copy of the travel club’s current audited balance sheet; if such club’s net worth exceeds said amount, a statement by such travel club that its equity exceeds $500,000.
6. Any initial or special fee due from the purchaser for membership in the travel club together with a description of the purpose and method of calculating the fee.
7. A general description of any financing offered by or available through the travel club.
8. A statement that the purchaser has a right to cancel the travel service agreement directing the purchaser to see such travel services agreement for the particulars of such right of cancellation.
9. Any restraints on alienation of the travel club membership by the purchaser.
10. A description of any insurance coverage provided for the benefit of the purchaser.
11. Any services which the travel club provides or expense it pays and which it expects may become at any subsequent time an expense of the purchaser and which is to be paid thereby.
12. A description of the terms of the deposit escrow requirements, including a statement that deposits may be removed from escrow at the termination of the cancellation period.
13. Any other information required by the Commissioner to assure full and fair disclosure to prospective purchasers.
14. A statement, expressed in terms of a percentage, of the number of purchasers who applied for accommodations from the travel club during the preceding year in contrast to the total number of purchasers who actually received such accommodations for the same preceding year. For purposes of calculation, an application shall be treated as only one application notwithstanding that the purchaser contemporaneously requests accommodations at a number of different real property improvements. Such statement shall be prepared by an independent certified public accounting firm and may take the form of an exhibit to the public offering statement.
B. If any prospective purchaser of a travel club membership is offered the opportunity to subscribe to or participate in any exchange program registered under the Virginia Real Estate Time-Share Act (§ 55.1-2200 et seq.), the public offering statement shall include as an exhibit or supplement, the disclosure document prepared by the exchange company in accordance with § 55.1-2219 and a brief narrative description of the exchange program which shall include the following:
1. A statement of whether membership or participation in the program is voluntary or mandatory;
2. The name and address of the exchange company together with the names of the principal officers and all directors of the exchange company;
3. A statement of whether the exchange company or any of its officers or directors are holders of a ten percent or greater interest in the travel club;
4. A statement of whether the travel club or any of its officers or directors are holders of a ten percent or greater interest in an exchange company;
5. A statement that the purchaser’s contract with the exchange company is a contract separate and distinct from the purchaser’s contract with the travel club; and
6. A brief narrative description of the procedure whereby exchanges are conducted.
C. The travel club shall amend the public offering statement to reflect any material change in the travel club membership. The travel club shall file with the Commissioner the public offering statement amended to reflect any material change. The Commissioner may at any time require the travel club to alter or supplement the form or substance of the public offering statement to assure full and fair disclosure to prospective purchasers.
The following events shall not be deemed to be a material change necessitating an amendment to the public offering statement:
1. A change correcting spelling, grammar, omissions, or other similar errors not affecting the substance of the public offering statement;
2. A change in the fees, dues, or assessments of the purchasers or other similar recurring expense items;
3. A change which is an aspect or result of the orderly development, operation, or management of the travel club in accordance with the travel services agreement, including, without limitation, the addition or deletion of accommodations, transportation or other service related to travel;
4. A change resulting from the adoption of a new budget;
5. A change occurring in the issuance of an exchange company’s updated annual report or disclosure documents provided upon its receipt by the travel club it shall commence distribution of same in lieu of all others; and
6. A change in the ownership of the travel club, provided the change affects less than an ownership interest of twenty percent.
1994, c. 482.