Board of Trustees Meeting Minutes April 3, 2010





Mad River Glen Cooperative

Annual Meeting

Minutes –Saturday, April 3, 2010



After due notice, a Shareholder Annual Meeting of the Mad River Glen Cooperative was convened at 5:00 p.m. on Saturday, April 3, 2010 in the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.






Bruns (Treasurer)


Kalkstein (Vice-Chair)





Absent – abroad

Godwin (Secretary)






Reynolds (Chair)







Also present were President Jamey Wimble, Marketing Director Eric Friedman, and approximately 125 shareholders (“SH’s”).


NOTE: Shareholder questions and comments are denoted by “SHQ” and “SHC,” respectively.


Call to Order


Trustee Reynolds called the meeting to order at 5:07 p.m.


Chairman’s Remarks – Trustee Reynolds


Trustee Reynolds started by noting that despite a poor weather season, the state of the Cooperative is sound. [applause]


All 2009 share redemptions were paid off, and the Co-op earned sufficient net operating income (NOI) to enable us to take on critical construction and equipment purchases we need to do this summer, including saving $100K for the office I-beam fix and the Schuss pass bridge repair. Most importantly, we have paid off the note on the Single Chair!


Trustee Reynolds went on to say that, “despite significant challenges, the Coop is on solid financial footing. This is due in large part to the hard work, generosity and dedication of many people.” He commended management and especially staff, who worked this season with no raises, no bonuses, and reduced work hours, and still did a terrific job.


He also thanked the many generous donors to the Single Chair Capital Campaign (SCCC), as well as “the many selfless volunteers who give their time to the Co-op, from volunteer patrollers to Wes [our webmaster] to the folks on the Finance Committee (FC)…they help make this place what it is. Thanks also to the faithful shareholders and customers who keep coming back and supporting MRG no matter the conditions.”


Trustee Reynolds introduced the Environmental Sustainability Committee, (ESC), chaired by Trustee Elkind. Members of the committee have met with the Middlebury College Environmental Sustainability Program director as well as with representatives of Efficiency Vermont to get suggestions on how to make improvements in terms of sealing up the buildings, reducing fuel consumption, reducing our waste stream, utilizing fewer resources, using greener cleaning supplies, etc.


We are also looking at our long-term financial sustainability. Trustee Hall is working with the Board, management, and the FC to look at ways to increase our profit margin looking forward – what we can do as a Co-op to make sure we are financially sustainable in the long run. It’s a long-term project, and we face sig challenges with climate change and a current recession.


This year, Trustee Lesure volunteered to be our volunteer work coordinator and to look for ways we can enable volunteers to come in and help do work for the Coop. We will be putting out notifications on the listserv and the website about these projects.


We’ve moved forward on being listed on the National Historic Registry (NHR). To that end we have had a number of meetings with Prof. Bob McCullough from UVM, and retained the services of one of his former students with a degree in historic preservation; she will be working over the summer to get that project started. We will be working with the State Advisory Council for Historic Preservation on this project.


Trustee Reynolds thanked his fellow Board members for their hard work and dedication. [applause for Trustee Reynolds]



Treasurer’s Report – Trustee Bruns


“We had a pretty decent year for having a really rough snow year.” There were no powder days until the last week of February, which is terrible. March was worse – lots of rain and no significant measurable snowfall, and rained out for Tele Fest.

Day ticket volume was down 22%, with corresponding costs. The departments did an excellent job of generating revenue given a lower stream of skiers on the mountain.

“We had to put a lot on the shoulders of our staff to save money for our summer work;” they need to be recognized for their sacrifices.


The Single Chair mortgage is paid off! This is highly significant, as we try to avoid debt whenever possible. Additional funds that have been collected will go into the Single Maintenance Fund. We paid off the Double bonds last summer, and funded all the 08-09 share redemption requests. This is the best debt position we’ve been in for years.


The FC meets monthly during the week before the Board meeting. They have improved the budgeting process, incorporating cost contingencies, “plan B” discussions, and running through multiple scenarios regarding snowfall and volume, etc.


Trustee Bruns explained the flash reports and the 0-5 rating of ski days (5 is the best). Due to the dearth of 4’s or 5’s, skier visits were down. Daily revenue lagged with the drop in visits, but not as much as expected, due to high performance by individual departments. This was illustrated by the “revenue per skier” graph. He emphasized that the ability of departments and management to reduce expenses is limited to some extent by fixed costs but they still were able to reduce those expenses as revenue dropped.


Pass sales were even with budget, as were Mad Cards. Service departments did very well, particularly the Basebox and rental/repair.


The strategic target is approx. $225K NOI /yr but we are having trouble hitting this target – it’s not been done since 2004.


Our financial strategy is to contain/reduce costs, avoid debt, and build the capital reserve fund. We’ve put aside $75K in our “rainy day fund” and set aside $100K for the office/bridge repairs. Summer projects will get $110K devoted to them.


Stark Mountain Foundation grants have enabled some of the necessary trail work, an internship, and other opportunities.


Estimated end-of-FY cash balance is $9200, not including preseason sales for 2010-2011. This is a very strong cash position right now.


Near-term needs:

*”regular maintenance items

*office/schuss pass repairs


Big longer-term requirements:

*lift maintenance

*snowcat replacement

*general building maintenance



*patrol/rental-repair, locker building

*major Basebox work



Trustee Bruns reiterated the importance of the FC and thanked them for their service.


SHQ: Please explain the cash balance slide.

Trustee Bruns explained that the cash balance of $955K gets run down to about $350K due to taxes, workers’ compensation, etc. That $350K gets knocked down due to capital and expenses and deposits to the reserve fund, leaving us with the $9200.


SHQ: Schuss Pass Bridge is our ambulance accessway – what is the reason for putting repairs off?

President Wimble noted that an engineer has assured the beams below the bridge are still okay but do need to be replaced very soon.


Q: The homeowners (HO’s) will be assessed for that repair; how does that reduce cost?

President Wimble: HO’s assessed 40% of costs, MRG 60% (approx. $16K).


SHQ: Will NHR affect some of the decisions we might want to make?


Trustee Bruns noted that he was originally one of the more vocal naysayers about NHR. He said that he and others met with the state Act 250 board and was reassured r.e. NHR. If we don’t take federal funds, we are bound by no rules. Whether we apply or not, the fact that we’re eligible is what enables Fayston to treat us as a historic structure.


Trustee Reynolds added that we consulted with an attorney who has tried many Act 250 cases in VT and been assured that listing will not incur any additional restrictions.


Trustee Bruns added that Board and Coop have been looking at this for over ten years; the State Advisory Council wants to help work with us on the application. We have ability to determine on application which sites are “contributing” vs. “noncontributing” (e.g. maintenance shed near Double). This dovetails nicely with our Strategic Plan which states that we want to have a facilities master plan.


SHQ: Has Town of Fayston designated a historic district?



SHQ: Has Board considered adjustment to bonus scheme to recognize outstanding performance given snow conditions?

Trustee Bruns said that the idea has been batted around; come to the May Money Meeting.


SHQ: How many year-round vs. seasonal employees do we have? How are we affected by the new health care law?

About eight year-round, 85 seasonal; we should be okay with respect to the health care law. Due to our numbers, we will come under that radar. President Wimble is working with VSAA and NSAA to discuss it.


SHQ/C: What are we spending the $110K on this summer? What’s with the webcams – they’re either “foggy” or off? Wants Board to consider opening day on a weekday so those passholders don’t have to pay to ski.

President Wimble: We’re spending that money on painting projects, an e-commerce system to make the General Store more active on the website and beyond to help build non-weather-based revenue, snowcat repairs, maintenance, etc. Trustee Hall noted that the whole list is posted in the minutes of the last board meeting.


SHQ?C: How did retail shop do? It’s amazing to find everything one needs in there!


The store made $85-90K for the season. That’s about what was budgeted, based on last year’s excellent performance.



Single Chair Campaign Committee (SCCC) Presentation – Trustee Hall


Trustee Hall thanked all the people who keep MRG what it is. An anonymous donor offered to fund chairs to recognize twelve people who are being honored as “the essence of Mad River.” The “Magnificent Twelve” are:


Betsy Pratt

Bill Peatman

Roland Palmedo

Callie McAllister

Ken Quackenbush

George Neil

Howard Carr

Clesson Eurich

Less and Alice Billings

Guy Livingston

Bill Heinzerling

Tex Thompson


Photos/plaques were presented to the honorees and/or their families.


Trustee Reynolds thanked Trustee Hall for his work on the SCCC.


President’s Report – President Wimble


President Wimble started off by honoring departing Trustees Bill Reynolds and Jed Kalkstein, both of whom served six-year terms, by presenting them with framed Single Chair photos.


President Wimble moved on to a recap of the SCCC:

2004: engineering study and SH vote

2005: capital campaign feasibility study; SCCC formed; covenant and MOU with PTV and SMF

2006: campaign begins

2007: construction

2008: campaign funds still coming in

2009: campaign approaches its goal

2010: campaign closes successfully!



*$1.719M collected to date

*$89K due in pledges for 2010

*33K in maintenance fund already

*bank loan paid off in March

*134 chairs on the lift were sponsored for a total of $279K

*20 towers were sponsored

*over 1600 people donated!


President Wimble gave special thanks to PTV, SMF, the SCCC, and the MRG community.


SHQ: In the plan for the Single, do we have a backup drive? Wasn’t it an original part of the design?

President Wimble we do have a backup drive, but it’s not diesel. Right now, there’s more of a need for a diesel drive in the Basebox than on the lift. It was taken out of the plans when we were unsure if we could raise the capital. It might be done in the future but the first priority is the Basebox.


SHQ: The lift is electric, right? If the nuclear plant shuts down, isn’t our electric bill going to go up? Is there a plan at all to produce our own power?


President Wimble: we have looked into this and the return on investment (ROI) has not even been close to making producing our own power feasible.


SHC: Extra special thanks to SMF and Penny Parson, Deb Steines, and Bob Rogers for the ongoing fundraising they do that benefits the mountain.



Introduction of Candidates –Betsy Jondro, Board Development Committee Chair



Lars Bruns

Bruce Hyde

John Stetson



Roy Liu


Stark Mountain Foundation Presentation – Penny Parson


Ms. Parson shared the good news that the SMF voted yesterday to award $14K (plus $2K already awarded in February) to the Co-op for certain summer projects (including the hiring of a graduate student to prepare and submit the NHR application) as well as for doing some erosion control in the base area. A final project is the funding of a trail restoration project for the historic trail network at MRG. This will enable the Co-op to hire additional people for the summer trail crew to clear stumps and fallen trees on those trails. Ms. Parson thanked Trustee Bruns, President Wimble, and Ken Frey for their help with this project.


Ms. Parson noted that the SMF is conducting an ongoing fundraising effort to fund the trail project and is still accepting donations. She thanked James Martini and Rocky Bleier for their fundraising efforts at a party for the trail restoration fund. She also recognized John Ayers, who was instrumental in identifying some of the areas needing work. She thanked the other SMF Board members (Dot Helling, Ken Frey, Sarah Gallagher, Betsy LaFlame, Bob Rogers, Al Russell, and Sandy Strempel), many of whom are shareholders, for their hard work and dedication.


Deb Steines noted that there are still ten chairs left that are not sponsored!


Trustee Reynolds thanked Ms. Parson and SMF for their help and dedication.


SHQ: What can we do to increase skier volume?


Trustee Reynolds: have decent snowfall…powder days bring people out. Without snow, they won’t come. He reiterated the incredible performance of the departments despite the low skier visits.


SHQ: What are we doing in the off-season for revenue?


Trustee Reynolds said that Mike has done a very good job of getting weddings, rehearsal dinners, parties, and other events at MRG during the off-season. Siptemberfest is coming back, too!


SHC: We should make snow on S-turn and Lower Waterfall when weather allows. Seeing the bare spots turns off potential customers when they drive up. We need to present the base area well or people won’t come! This place is circling the drain!


President Wimble said that we were trying to keep the energy costs down and we had a major main break on the mountain. Fan guns need temps below 25deg. F to run. We bulldozed snow into S-turn when we could.


SHC: Can we groom the greens and blues more and lower midweek prices?

Trustee Reynolds addressed this comment by noting that midweek ticket prices had been lowered.

President Wimble confessed being confused by the grooming question; we got numerous compliments on the grooming on the mountain given how little snow there was. We do as much as we can with very little.


SHQ: What is being done for local colleges midweek? How are we marketing to specific schools?

President Wimble: we have the Triple Major Pass. We almost tripled college pass revenue when we went to that pass. When it comes to colleges, the “no snowboarding” issue is huge. Marketing Director Friedman attends college events at the local colleges.


SHC: We should replace the “no diving” sign in men’s bathroom.

Trustee Reynolds noted that there was some concern that the trough is not “green;” it turns out that the trough actually does not use too much water.


SHQ: Where is the All-Donor Plaque going to be?

Trustee Hall said it’s still under consideration. President Wimble said it would be unveiled at Green and Gold Weekend.


SHQ: Is there any way to get a better resolution pictures on season passes?

President Wimble we keep tweaking them and they’re just not great no matter what we do.


SHC: “I want to express strong disagreement that we’re ‘circling the drain.’” [applause] Thank you to management, Board, and volunteers.



Trustee Reynolds adjourned the meeting at approximately 6:45 p.m.