After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 pm on Saturday, March 14th, 2015 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
Also present were President Wimble and 10 shareholders
5:02 PM Call to Order
5:03 PM Welcome & Shareholder comments
Chair Elkind welcomed the assembled and asked for comments.
Deri Meri read from the letter he had previously sent to the board (complete letter attached at the end of the minutes) requesting that the Board reconsider its Feb decision to delay share redemptions once again. He covered five major points supporting his opinion to redeem the tendered shares. Chair Elkind thanked Deri for his input.
Trustee Hourihan gave a “shout out” about the 3rd floor of the basebox to Jamey, Mike Wetzel, and Brian O’Donnell. The new coat hooks and beverages during the weekend are a welcome addition.
Lars Bruns requested that the minutes reflect the individual trustee votes on contested motions. Important to know how the board members voted.
Rocky Bleier also argued in favor of redeeming tendered shares. He stated these tenders were early supporters of the Co-op and it is not a significant amount of money. He is concerned about a “negative buzz” and the potential to hurt future share sales. He also stated his concern about the upcoming uncontested election, and feels that the shareholders deserve a choice.
Trustee Palola responded he and the election committee had diligently pursued candidates and only three had volunteered. Many qualified shareholders have run a campaign and lost and have consequently decided to not run again. He also stated his opinion that with the maturity and experience of the Co-op that contested elections may not be required.
5:12 PM Review & Approve Minutes of February 7, 2015 – Action
To approve the amended minutes of February 7th 2015
Amendments will be made to the February minutes to show individual trustee votes on motions.
5:17 PM Management Report and preview of summer spend (Jamey)
February has been all hands on deck as we have had powder packed and powder conditions all month.
First weekend of President’s week we had wind hold on the single all day Sunday. The lift remained down for 3 hours Monday morning too. We still had a good week even with the winds and brutally cold weather.
Most NE resorts reported numbers down while our numbers were up for president’s week.
At this point skiing to the annual meeting looks pretty easy. Skier traffic and conditions will determine how much further we go.
We sold 2 shares against a budget of 4 for the month of February. We have sold 18 shares YTD for this fiscal year. We are 4 share sales behind budget YTD.
February financials are improved over January. A grant from SMF has been received and will help to offset campaign expenses. Our cash position is improving.
Chair Elkind gave thanks to Jamey and the entire staff for an excellent February and the marvelous snow conditions.
Shareholder Meier questioned the NOI trailing the budget. This led to a discussion regarding the accounting of campaign expenses.
Shareholder Bruns commented on the numbers being very good and the departments performing well while day ticket sales are off but revenue is up.
Jamey explained we are doing very well on Liftopia this year. The volume of reduced rate tickets lowers ticket yields but helps improve department results.
Trustee Palola complimented Jamey and the staff on the grooming being done. Jamey reported he has received only one negative comment about grooming.
Trustee Bowen commented that departments may be constrained and wondered if we could grow them. Jamey explained that MRG is “well balanced” meaning when it is busy the parking lot and basebox are at full capacity and lift lines are tolerable.
5:35 PM Annual Shareholder Meeting Preparation
Chair Elkind graciously volunteered to run the meeting. He will work with Jamey and Trustees Stetson and Holtan on the presentation.
5:36 PM Board Development – Elections readiness (Eric)
Trustee Palola reported they are ready for the election and have an excellent slate of candidates.
5:37 PM Finance Committee Update (John S.)
Trustee Stetson reported the finance committee had met on March 11th.
Share redemptions – The committee requested that a meeting be held prior to the Annual Meeting to review share redemptions. A meeting will be scheduled for April 2, 2015.
Following his report there was discussion regarding the accounting of both campaign expenses and line of credit interest expenses. As the campaign expenses are largely driving our cash position and potentially the need to tap into the line of credit, Jamey will separate these on future P/L statements.
5:45 PM Fundraising Committee Update (Annika)
Trustee Holtan reported the campaign committee has been busy and projects are progressing well. The Cabinet members have been working on a video to use at fundraising events, have created a campaign logo and worked with SMF updating their logo and website. Advance gifts continue to arrive including a recent six figure pledge from a board member.
She also commented on how worn out our groomers are and complimented the staff and operating crew on the excellent job they do.
5:56 PM Share redemption policy
Prior to the meeting Chair Elkind had distributed a draft policy for the board to consider. The board will review via e-mail and schedule a conference call to discuss. Jamey will also ask his staff for comments on the policy.
6:07 PM Consider process for prioritizing and approving applications for grants from SMF for Capital Campaign Funds (Jamey) – Action
After discussing the list of projects, the potential of restricted gifts and communicating to donors it was decided that Jamey and Eric will work to update this process.
6:18 PM Review policy for use of unmanned aerial vehicles (drones) at Mad River Glen — Action
The board had asked Jamey to create a policy on drones and after review the board voted to approve the following policy.
To approve the Unmanned Drone Policy.
Unmanned Drone Policy
The use of unmanned drones (Unmanned Aerial Systems – UAS) is a concern for public safety as well as a potential infringement on individual privacy rights. For this reason the use of drones for photography or other use at Mad River Glen is prohibited without prior written authorization from the general manager. The safety and privacy of our guests is of primary importance.
6:25 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
Jamey and Eric
On future P & L statements Jamey will separate both campaign income and expenses and line of credit interest expense.
6:25 PM Adjourn
Letter from Deri Meier sent to the board March 9th 2015
As a “heads up” I plan at Saturday’s meeting during the comment period, to make a request that the Board reconsider its Feb decision to delay share redemptions once again. 1. While the Finance Committee recommends delay, their focus is just financial. The full Board needs to consider the full range of the Coop’s interests including future share sales and the character and tone of our organization. Are we to be a money grubbing, huckstering institution that reneges or is vague on its promises? 2. 21 of the 34 shares tendered were purchased pre June 1998 when the ability to complete the purchase was an open question. These people were there when we needed them. Is it not fair that we do the same? 3. Those individuals, staff and volunteers, most involved in selling shares are unanimous in urging prompt redemption. If in the future, the Coop is looking for their help, having undercut their explanation of the redemption policy, will not be encouraging. 4. The apparent rationale for delay from Dec. to Jan.to Feb. to May is to see how operating results come out. This implies that that share sales , which are Capital, are being used to subsidize operations. Is this the message the Board wants to send “Buy a share because we’re losing money” 5. Ultimately these tendered shares will be redeemed. There is no benefit in delay but a clear cost. The net outflow is not that great and Replacement Capital is available. On behalf of myself and others. I urge the Board to reconsider its Feb decision and decide to redeem all of the tendered shares. Thank you for your consideration. Deri Meier