After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:05 AM on April 10, 2004 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.
Trustees Alan Moats (Board Chair), Deb Steines, Jay Appleton, Paul Finnerty, Leigh Michl, Mary Schramke, Rick Moulton, and Bill Beynolds were present. Jed Kalkstein participated via teleconference. Ken Eaton was present and invited to participate in the Executive Session in connection with his role as a Trustee during the preceding year. Also present were President Jamey Wimble and Sharon Crawford as well as several shareholders.
CALL TO ORDER:
Board Chair Alan Moats called the meeting to order at 8:05 AM.
APPROVAL OF SEPTEMBER, OCTOBER MINUTES
Upon motion duly made by Deb Steines and seconded by Leigh Michl, it was unanimously
VOTED: To accept the minutes of the March 6, 2004 board of trustee meeting.
SHAREHOLDER COMMENTS
The schedule did not have sufficient time for shareholder comments.
MANAGEMENT REPORT(see attachment at end of document)
There were several clarifying comments as well as a discussion regarding summer event booking in the Basebox. With respect to the latter point, it was noted with regret that Tamar Gutterson had decided to take another position within the Valley and that Jamey would be working to fill her position and address the question of how to pick up her responsibilities.
FINANCIAL REPORT
After a few clarifying questions, the board commended the management team for outstanding results, despite very difficult weather conditions.
ELECTION OF OFFICERS
Mr. Moats proposed the follow slate of officers for the coming year:
Alan Moats – Chairman
Deb Steines – Vice Chairman
Jed Kalkstein – Treasurer
Leigh Michl – Secretary
Upon motion duly made by Bill Reynolds and seconded by Mary Schramke, it was unanimously
VOTED: To approve the recommended slate of candidates to be officers for the 04-05 board of trustees’ year.
EASEMENT REQUEST
The board discussed an easement request related to the Hemming property adjacent to the Amateur Ski Club of NY. The property was in the process of being sold and the purchaser requested that the title clarify their rights to access and utilize the existing driveway (parking for two vehicles in a specified location). At the meeting, the request was expanded to include clarifying language to allow the continued use of the home’s connection to the Co-op septic system. The President/GM raised the question as to whether the home actually even connected to the Co-op septic system.
It was noted that the matter may be academic because the driveway and septic had been in private use since 1958.
The board noted that the proposed easement request conformed to the Easement Policy drafted in the prior year.
The board and President requested that it be clarified whether or not the home actually connected to the septic prior to the approval of the request.
It was the consensus of the board to empower Jamey to resolve this matter.
Upon motion duly made by Bill Reynolds and seconded by Mary Schramke, it was unanimously
VOTED: That Mr. Wimble, President/GM , be and he hereby is authorized to execute and deliver for and in the name of a cooperative a quitclaim deed to the Estate of Charles E Hemming or to Timothy E. Crowley to define and confirm the right of way serving the property now or formerly of the Hemming estate, the terms of said deed to be as approved by Mr. Wimble.
EMPLOYEE/TRUSTEE STRAW POLL RESULT
The “Straw Poll” results related to the matter of allowing employees to serve on the board of trustees were presented by Mr. Finnerty:
No limitation on employees serving as trustees: 195
Limit or Prohibit having employees serving as trustees: 359
·172: total prohibition on employees serving on the board;
·70: limited to 1 employee;
·81 limited to 2 employees;
·23 limited to 3 employees;
·13 other (e.g., less than a majority)
In the eyes of Mr. Moats, the results were an indication of ambiguity on the matter. Ms. Steines noted that she interpreted a clear desire for a restriction. Mr. Moulton noted that he interpreted that there were 382 shareholders who voted against a complete prohibition on having employees serve on the board. Full interpretation of the results and the exact course of action that the board would take on the matter would be determined over the coming months and there would likely be a ballot item on the matter for the April 2005 elections.
It was clarified that only the numbers would be reported to shareholders, without commentary, because the board had not had the chance to interpret the results.
EXECUTIVE SESSION:
The board and Mr. Eaton entered executive session at 8:40 AM to discuss personnel matters. Messrs. Reynolds and Appleton and Ms. Schramke left partway though the discussion.
ADJOURNMENT
There was no action from the Executive Session and, there being no further business to come before the board, the meeting adjourned at 12:00 PM.
The mountain closed this season with 114 days of skiing. We had below average snowfall and still made budget for net op income.
Tamar has taken a full time year round job at Eagan’s Restaurant and will no longer be with us. There will be some reorganization in the Basebox. Glenn and I will be working on it over the summer.
I will be in Savannah the end of May for the NSAA annual convention.
The Hemming House next to Amateur Ski club has been sold. MRG has signed off on the first right of refusal.
We received $48,000 total in insurance money for the Single breakdown. Parts expense was about $16,000.
Share Sales:
4 shares were sold for the month against a budget of 7. 35 shares have been sold YTD against a budget of 33. 21 shares have been tendered YTD for a net 14.
Financials:
March had a shaky start but came in on budget. YTD numbers are ok outside of Basebox expenses. Most of this is budgeting and proper booking of wages. Will be working with Glenn on this.
Good cash position $814,000 total cash. $225,000 of that is Single reserve
