After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 pm on Saturday, February 7th, 2015 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
Also present were President Wimble and former Trustee Eli Godwin
5:06 PM Call to Order
Chair Elkind, valiantly battling a nasty flu, welcomed the assembled and asked for shareholder comments.
Shareholder Godwin congratulated the board on the finalization of the MOU with SMF.
*** Calendar reminders: Board Meeting on March 14, Annual Meeting April 4
5:08 PM Review & Approve Minutes of January 10th, 2015 — Action
To approve the minutes of January 10th, 2015
5:10 PM Management Report (Jamey)
The first half of January was very slow. After the MLK day snow storm, things have picked up.
We had a power outage on Monday MLK day. We did issue 256 vouchers. This is a policy we have in place and the goodwill for doing it is big. Staff handled the situation very well.
Snowmaking is done for the season barring any big thaws that make us go back to resurface things. Our new snow inventory areas are working very well. Bunny is already being beefed up for springtime.
We will also be a feature article in the Burlington free press in history which was written by Eric.
We also will have an article coming out in the next Powder issue.
We sold 2 shares against a budget of 4 for the month of January. We have sold 16 shares YTD for this fiscal year.
For the month of January day tickets were down 47%. Departments did well with most beating budget. Cash on hand as of February 4th is ok, this includes a grant from SMF for the campaign planning study and payment on campaign expenses. If we continue on budget from this point on we would still be looking at a loss for the season.
The board discussed the good will generated by the vouchers being distributed after the power outage. They also complemented Jamey and the crew on the snow-farming and grooming operations.
5:16 PM Committee Reports:
Finance Committee (John S.)
Share redemption – Action
Trustee Stetson reported that the Finance Committee had met via phone conference Thursday morning. In addition to reviewing the financials the issue of share redemption was revisited. After discussion and a series of motions the committee reaffirmed their recommendation that any decision on redemptions be deferred until April.
He also stated that during the meeting, Trustee Holtan made note that per the terms of the MOU with SMF, there is no link between grants from the campaign and share redemptions.
The board then engaged in a lengthy discussion regarding redemptions, which included the following topics and questions.
What criteria will the Finance Committee use to approve redemptions?
The Finance Committee makes recommendations to the Board. The Board of Trustees is responsible to make the decision regarding redemptions. Based on past precedent, the Board has followed the committee’s recommendations.
How will delaying redemptions affect the Fundraising campaign? It is uncharted territory and conjecture to predict.
Jamey stated that the office staff feels it’s important to say “yes” to redemptions if replacement capital has been acquired. Management would recommend for redemptions to occur.
There is prior history of the Board delaying redemptions for two full years.
Current policy states that redemptions occur by December 31st for the previous fiscal year.
This led to a motion made by Trustee Anderson and seconded by Trustee Tobin that the Board approve redeeming shares immediately.
Trustee Lesure made note that the five other present Board members were on the F/C phone conference and had been voted down by the F/C when recommending redemption.
Trustee Stetson stated he would defer to the F/C recommendation.
That the board approve redeeming shares immediately.
The motion failed and the issue of redemption will be revisited in May.
Chair Elkind will examine the existing policy for share redemptions.
Discussion on prioritization of applying for and using capital campaign funds.
The board discussed how to prioritize the use of campaign funds. Whether to start with smaller or larger projects, and what grants to apply for with SMF were questioned. It was decided that Jamey would create a process for the board to review at the March meeting.
Board Development Committee – (Eric)
Review and approve candidate slate – Action
Trustee Palola had provided the board via e-mail with the following update.
“I am pleased to recommend/nominate the following people for the 2015 ballot and election at our annual meeting in April. As you know we have one out-of-state and two in-state seats to fill.”
John Eberlein of Concord, MA. out-of–state. Ron Shems of Moretown, VT and current trustee Annika Holtan in-state.
There was a brief dialogue regarding the three candidates which led to a motion.
That the board approve the slate as recommended.
Fundraising Committee (Annika)
Update with focus on next steps and assistance needed
Trustee Holtan reported that the Campaign Cabinet has created committees to help lead the process of
will help with training and communication. There will also be a web page linked to the MRG website and a
bi-monthly e-newsletter. Plans are underway to hold events of 12-20 people to inform and engage
members of the MRG community. The campaign awareness events will be held at several homes in
VT/MA/RI/CT/NY. The committee will be seeking hosts for these meetings. Trustee Holtan thanked all
those involved and in particular John Tobin and Lars Bruns. She also stated we will need a “Full Crew”
for the campaign.
Trustee Anderson noted there had been concern from shareholders regarding the use of unmanned
aerial vehicles (drones) at Mad River Glen. Jamey and Eric Friedman have been discussing the issue
and will formulate a policy.
6:22 PM Action Item Review (Jon)
Explore options on communicating with shareholders and potential shareholders.
Review and rewrite the policy for share
Create process for prioritizing and approving applications for grants from SMF for Capital Campaign Funds
Create a policy on the use ofunmanned aerial vehicles (drones) at Mad