Board of Trustees Meeting Minutes April 2, 2006

MAD RIVER GLEN COOPERATIVE
BOARD OF TRUSTEES
MINUTES OF MEETING
April 2, 2006

After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 9:00 AM on April 2, 2006 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston , Vermont .

Trustees Jay Appleton, Paul Finnerty, Bill Reynolds, Mary Schramke, Eric Schoenholz, Steve Mackenzie, Jed Kalkstein and were present. Rick Moulton and Geordie Hall was absent. Also present was President Jamey Wimble as well as several shareholders.

CALL TO ORDER:
Jay Appleton called the meeting to order at 9:00 AM .

ELECTION RESULTS :
As reported by Bill Reynolds, Election Committee Chair:

571 – Ballots were counted
28 – were not counted for various reasons (unpaid dues, preservation certificate holder, not a shareholder)

Number Of Shareholders Question :
467 – in favor
52 – opposed

A discussion concerning ballot confidentiality and the reason for signatures on the ballots was reviewed. The ballots are counted by Norwich Academy students, not shareholders and how shareholders vote are not reviewed by any MR shareholders.

Steve Mackenzie has donated a digital recorder to record the candidate forum next year. It will then be downloaded for shareholders to listen to on the Internet in future years.

ELECTION OF OFFICERS
Upon motion duly made by Mary Schramke and seconded by Paul Finnerty, it was unanimously voted:
VOTED: To approve Jay Appleton as Chair for the 06-07 board of trustees’ year.

Upon motion duly made by Bill Reynolds and seconded by Jay Appleton, it was unanimously voted:
VOTED: To approve Paul Finnerty as Vice-Chair for the 06-07 board of trustees’ year

Upon motion duly made by Jed Kalkstein and seconded by Bill Reynolds, it was unanimously voted:
VOTED: To approve Eric Schoenholz as Treasurer for the 06-07 board of trustees’ year

Upon motion duly made by Jay Appleton and seconded by Jed Kalkstein , it was unanimously voted:
VOTED: To approve Bill Reynolds as Secretary for the 06-07 board of trustees’ year

 Steve Mackenzie raised the question about term limits for officers. It was noted that any one individual that holds an office for an extended period of time would leave the board with a void when they left the position.

2006-07 CALENDAR
The following calendar was presented and agreed to:

MRG Board of Trustees Meeting Schedule 2006/07

Most meetings are the second Saturday of the month (facilitates preparation of financial reports). Meetings begin at 8 am during the off-season, and at 5 PM when the lifts are operating.

MEETING MINUTES :
Arrangements will be made for either a staff person or someone else to take the minutes for the 2006-07 year.

SINGLE CHAIR CAMPAIGN
The committee is working on gift acknowledgement and confidentiality and gift counting policies.

The campaign committee is divided into two parts, the Single Chair Campaign Committee (SCCC) handles the general issues and the Single Chair Steering Committee (SCCSC) handles donations and solicitations.

The covenant is in its first draft. The final draft will be presented by the Covenant Committee (Bill, Deri, Charlie, Jamey) to Jamey and Steve Cantor prior to coming to the board. Gil Livingston, with VLT is writing the covenant for us, which is a huge cost savings for us. MR will approve first and then be submitted to the PTV for their board decision. It is expected the covenant will be approved in the next few months; the board expects to review the covenant for decision at that point.

Jed Kalkstein commented that he expects the covenant document will comply with our Strategic Plan, by-laws and founding documents prior to determining whether it should go for a shareholder vote.

(Geordie Hall joined the meeting at 8:55 AM )

Geordie Hall is looking for the board to review a recognition policy. The current plan is for the campaign to run until January 2010 with solicitations completed by March 2007. Green and Gold 2006 will be the official campaign kickoff.

Solicitations are occurring at this time of current and former board members and will be presented with a letter of intent, which is not legally binding.

The campaign is strictly to preserve a historically significant ski lift and ski experience.

SMF will follow PTV and endorse the same covenant. PTV will monitor the easement and SMF will grant the money they receive for the Single to the PTV.

Recognition policy – the steering committee recommends attaching a small plaque placed inconspicuously on the base of the tower for $250,000 or more on any tower plus base and mid-station; $100,000+ any tower including #1 and top return; $50,000 for Tower 10, $25,000-$99,999 on any tower except #1 and top return. Only one plaque per tower unless both donors agree to share the honor; larger donors may suggest a different recognition subject to approval and groups will be group name only. The board agreed to the presented recognition policy.

Donor Plaque – the committee is recommending a plaque at the base area with everyone that donates by December 2010. The committee feels strongly that everyone is recognized. The board discussed the size and location feeling that it could be so large that it would be offensive. The board was generally in agreement to having recognition; various locations for it were discussed. Most of the board agreed it should not be on the exterior of the buildings but located somewhere inside the basebox or Starks Nest. The board reserves the right to approve the size and location of the plaque in the future.

Confidentiality policy is in place.

Gift pledges must be paid by 12/2010; letters of intent are not counted until paid.

Jamey informed the board that he would need to commit to the CTEC contract over the next month with a payment in the amount of $100,000 for the engineering. The balance will be paid in 2007 with an add-on of the CPI plus 1%. We have the cash to do the deposit; our cash balance will be very tight in August but APR will begin to come in as well as payments with next years passes.

Jed Kalkstein commented that we have sufficient cash to take us through this summer but will need to assess our position as we get into December 2006 and will be required to make additional payments.

Minutes from March 4, 2006 , Geordie moved, Bill Second

ADJOURNMENT
There was no action from the Executive Session and, with no further business to come before the board, the meeting adjourned at 10:45 AM.

Respectfully submitted, Bill Reynolds

A true record.

ATTEST: __________________________________________
Bill Reynolds, Secretary

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