Board of Trustees Meeting Minutes: April 13, 2019





Board of Trustees Meeting

Mad River Glen Cooperative

Special Meeting

Saturday, April 13, 2019





Matt Lillard
Eric Palola
Meg Schultz
Ron Shems (Absent)
Leigh Michl
Matthew Milan (called in)
John Tobin (called in)
Matt Kenny
Barclay Rappeport
Also in attendance: Britton Rogers, Bob Cook, John Stetson from Facilities Committee; Annika Holtan; and Carol Pierce, trustee elect.
          4: 08 PM       Call to Order

The board called this special meeting to review and approve the conceptual design and target project budget for the BaseBox renovation and Patrol /Ski School Building project. In connection with this discussion, the board reviewed documents created by Vermont Integrated Architects and reviewed by the Facilities Committee and Management.  These documents included tentative project costs, drawings, and lists of project elements by category of priority.


Facilities Committee Chair Britton Rogers reviewed the overall project design, referring again to the renderings and priorities discussed at the annual meeting.   He emphasized in order to keep the design process moving forward that the Committee needed at least preliminary approval from the board on the conceptual designs and the proposed scope of the total budget.  According to the Fac Comm a minimum of $2,965,136 is needed for the “must do” renovations, and selected priority electives, (blue or green)


Leigh Michl asked for a summary of the tentative project budget compared to the anticipated campaign fundraising totals as well as the anticipated timing of contributions.


Matt Lillard stated that, with the changes and capital reallocations to the capital budget that he had outlined previously (totaling approximately $414K), the tentative project budget of $3.0 million was affordable, provided the campaign reached a total of $5.6 million in pledges.  He also mentioned that as much as $100K more of projects in the capital budget might potentially not be necessary; however, this is not known for certain at this time.


Eric Palola and Annika Holtan and others indicated their confidence that the Campaign would achieve a $5.6 M fundraising goal.


Leigh asked if the expansion of the Ski School lunchroom should be included as a Selected item, adding that it could be considered a wise business move for the Coop.  Other trustees mentioned that there had been a great deal of shareholder interest in this item, it was a tangible and visible improvement, and that it had been discussed in a variety of individual donor solicitation meetings.  All present felt that this item (with an estimated cost of $23K) should be moved from “Optional” to “Selected”.


John Tobin noted that we’re putting a lot of money to things people cant see. Everyone seems to support the ski school lunchroom expansion and we should show that support as well.


Matt L mentioned that other Optional items (such as a full electrical upgrade, expanded HVAC, and a third floor bathroom) were considerably more expensive.  He confirmed that replacing only a portion of the electrical system as part of the planned project would not present an increased risk to the overall system.  He also mentioned that the 3rd floor bathroom could be undertaken separately at a later date.


Britton stated that electives aren’t off the table, but the understanding is that there is emphasis on the Must do and Selected items. If we are able to raise enough funds, other electives could be wrapped back into the scope.


Eric P asked about what next steps need to happen in the immediate future, especially before Green and Gold weekend where the Board plans to announce the final POP campaign fundraising tally and provide further information to shareholders on final designs, cost, and timelines. Britton stated that the project would enter into the schematic phase.


John Stetson (referring to the current project timeline) stated that, at Green and Gold, the project would be about 50% through the design phase and 50% through the construction planning phase.  There will be a good amount of consumable information at that time, including two additional cost estimations.


John Tobin asked if not knowing the final campaign totals would represent a problem for the 2020 timeline.  Several Facilities Committee members clarified that it would not.


Eric P initiated a discussion around the need for a Shareholder vote of approval related to the building projects since they exceed the $300K threshold in the Bylaws.   He suggested that G&G is a good time to hold the vote because:  more specific cost estimates and design info will be available then, it is a time when we have shareholder interest again leading in ski season, and that waiting until April 2020 annual meeting would simply be too late for the process.  Matt L stated that the preparation and distribution of voting material would need to take place 30 days prior to Green and Gold, in late August or early September.


Barclay asked whether electronic voting could be used for this vote, particularly as a way to increase participation.  Matt L and Eric stated that there may not be enough time to implement that before Green and Gold.


There was a discussion of a vote in December 2019 but the consensus was that this late date would jeopardize the timeline, especially the construction bidding process.


John Stetson asked if there were fundraising advantages to having the vote earlier or later.  Participants mentioned that earlier voting would less firm information but would also avoid potential donor uncertainly about whether Shareholder approval could be obtained.  Annika stated that the timing of a Shareholder vote shouldn’t impact fundraising; however, having more firm plans as early as possible will help, particularly for individual item funding.


There being no further discussion, Barclay made the motion (seconded by Eric) that:


The Board approves the conceptual design with a target budget of $3m.

The motion was approved unanimously.

          4: 40 PM       Adjourned