Board of Trustees Meeting Minutes April 8, 2012

Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Sunday, April 8, 2012

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 9:07 a.m. on Sunday, April 8, 2012 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

Also present was President Wimble and trustee-elect Annika Holtan. No shareholders were present.

9:07 Call to Order

Trustee Bruns (Chair) called the meeting to order at 9:07 and welcomed the assembled to the meeting.

9:07 Shareholder Comments and Questions (SHC’s/SHQ’s): None

9:10 Trustee Election Results

The results are as follows:

–          Annika Holtan 502

–          George Lesure 509

–          Jim Elkind 512

–          Write-ins:

o   In State: Joanna Martini 2, James Martini 1, James Wilson 1, Ken Eaton 1, Jay Kearns 1, Robin Bleier 1

o   Out of State: Harley Friedman 2, John McGuire 1; Gumby 1

–          Total ballots: 559

–          Spoiled Ballots: 21

Amendment: In Favor 472; Opposed 22. The by-law amendment passes.

Other notes:

–          When we next amend the by-laws we should put back in the statement that said if there isn’t an applicable slate to run then the existing trustees will stay in place. Special thanks to Shareholder Ken Lerman for the following commentary:

o    “Deleting the words “until their successors are elected and qualified” is an important error.  Deleting those words will now allow the trustee(s) terms to expire, and if no replacement elected, that position becomes vacant.  The Board can then fill positions WITHOUT a shareholder vote.  That goes against good corporate governance and against shareholder rights.  The proper language would be to keep that phrase and add the word “and” after “for three years”.”

–          Discussion on adjusting timing of the Annual Meeting away from Easter/ Passover. The by-laws state that the timing of the meeting is up to the Board. In the future we should not schedule our Annual Meeting on the holiday weekend.

–          Welcome to Annika. She will take on her new responsibilities on July 1, 2012.

9:18 Election of Board Officers: Based on by-law amendment the election of officers will take place at June meeting. Annika will be voting for the Board Officers, Gary Lange will not be voting.

9:25 Discussion of level of detail in the minutes and shareholder identification:

–          Shareholders should be named and their comments/ questions should be reflected in the minutes. The comments/ questions and the response should be summarized in the minutes.

–          On Board member discussions during meetings, a summary of the discussion is all that is necessary and if a Board member asks for their opinion to be reflected in the minutes then that should be included.

–          Liz expressed concern that the only way a shareholder would know what a Board member’s viewpoint was on any given issue would be if the Board member specifically asked to have their opinion reflected in the minutes or if the Trustee voted against a motion.

–          On all motions if there are Board members voting Nay or Abstaining the names of those Board members should be reflected in the motion.

9:35 Discussion and approval of the March 3, 2012 Minutes:

9:40 Review of BAMP progress provided by John Stetson:

–          Initially requested proposals from 13 architects.

–          Based on those proposals the Facilities Committee narrowed the field to 4.

–          Those 4 submitted more detailed proposals on March 29, as well as more information/ details on what they have done specifically with ski areas. We also received specifics on schematic design costs and what is included in those costs.

–          Schematic design estimates came in between $40K and $60K.

–          The next meeting will be a conference call on Thursday, April 12 at 8 a.m. to review proposals and decide on next steps.

–          Next steps will include an interview with each of the 4 firms the following week where we will be getting more detailed information on what each firm has included in their estimate of the schematic design costs.

–          Roy will be provided with the final schematic design cost to include in the summer spending plan for review with the Finance committee and the Board will discuss and vote on the expenditure in the May meeting.

9:50 Review of Finance Committee/ Preparation for May meeting.

–          The May meeting will include the discussion and approval of all summer spending/ Cap X including the cost of the schematic design. Jamey will provide the list and costs to Roy by April 29.

–          Also will discuss budgets and pricing. Next year’s budget will likely reflect a decrease in pre-season purchases (Mad Cards and Season Passes) which reflects our past experience after a poor snow season.

–          The Finance Committee will have two conference call meetings prior to the May Board Meeting on May 12, 2012:

o   Wednesday, May 2 at 8 am (Draft budget, potential BAMP discussion/recommendation)

o   Thursday, May 10 at 8 am (If needed)

10:00 Discussion of Calendar of Future Board Meetings:

–          May12, 2012: budget/ pricing/ cap X spending – including approval of schematic design spending.

–          Saturday June 9, 2012: GM Performance Review/ Election of Officers/ Follow-up on budget and pricing if necessary.

–          Saturday September 8, 2012: Board Development Discussion, GM Goals and Objectives. This meeting will include an Executive Session to discuss how to attract Board Candidates.

–          Discussion of October meeting timing as it relates to shareholder feedback and approval of the BAMP:

o   What are we going to need before going to Shareholders:

§  The costs of the project

§  The preliminary design (schematic design)

§  How we are planning on funding it (to include the silent phase of fund-raising).

o   How do we inform/ keep shareholders involved in the BAMP process?

§  We need more communication prior to October. SH’s are tuned out now until September.

§  We need to explain why we need to do this: current state of the patrol building, need to bring Basebox up to code, potential ROI on some of the components.

§  We need to start sending out information now via the avenues we have set up (Echo, APR mailing, on-line shareholder updates.

§  Annika and Betsy will take the lead on developing a communication plan with Eric, John Stetson and Jamey and report back for May. This will include the timing of a shareholder survey and a monthly update from John Stetson.

–          October meeting schedule:

o   Town Hall Meeting Saturday October 6,^, 2012 at 5 pm;

o   Board Meeting Sunday October 7, 2012 8 am.

–          November 10, 2012: Placeholder. Will probably be necessary for decisions on BAMP, review of survey and vote.

–          Saturday December 8, 2012: acceptance of auditors report.

–          Saturday December 29^, 2012 – Town Hall to include audit, update on BAMP.

–          Saturday January 19, 2013: Moved from the 12^th to encourage more shareholder involvement as this is the MLK weekend.

–          Saturday February 2, 2013: Acceptance of slate of candidates; preview of summer work projects, start of GM evaluation

–          Saturday March 2, 2013: (moved to first weekend as Telefest is March 9/10); review of election readiness.

–          Saturday April 6, 2013: Annual Meeting

–          Sunday April 7, 2013: Acceptance of election results.

10:42 PM Adjourn