Mad River Glen Cooperative
Board of Trustees Meeting
Minutes – Saturday, December 10, 2011
After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 a.m. on Saturday, December 10, 2011 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
|
Trustee |
Attendance |
Trustee |
Attendance |
|
Bruns (Chair) |
Present |
Lange |
Present |
|
Elkind (Vice-Chair) |
Present |
Liu (Treasurer) |
Arrived 9:00 |
|
Godwin (Secretary) |
Present |
Lesure |
Present |
|
Anderson |
Absent |
Stetson |
Present |
|
Jondro |
Present |
|
|
Also present were President Wimble and Marketing Director Friedman. There were three shareholders and one guest present.
8:05 Call to Order
Trustee Bruns (Chair) called the meeting to order at 8:05 a.m.
He welcomed the SH’s and a guest from Michigan looking to save a ski resort who is interested in the Co-Op format.
8:06 Shareholder Comments and Questions (SHC’s/SHQ’s)
None at this time.
8:06 Approval of Minutes
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Abstain |
|
To adopt the minutes of November 12, 2011 |
Trustee Stetson |
Trustee Elkind |
7 |
0 |
Trustee Jondro |
8:07 Management Report
Operations:
New Bolton gun has been fixed up and working well. We will make snow from this point onward anytime temperatures allow.
Fireplace room is the last of the summer projects to be completed and came out great! Lots of positive feedback on all the improvements in the bar.
We continue to negotiate with Verizon. They have made some changes to the original plan that may be problematic regarding antenna size and running fiber. Board discussion centered on the tension between having the income and the convenience to customers vs. how well such a large antenna fits in with the look and feel of the mountain. The general consensus seemed to be that the safety bonus of having coverage on the whole mountain might outweigh our aesthetic concerns. The Board asked Jamey to work with Verizon to minimize visual impact as much as possible while maintaining appropriate telecom setbacks.
Press continues to roll in our favor as a great article came out in Powder featuring John Ayers and his two sons Lars and Silas. Excellent exposure for Mad River.
Ski the Valley Ticket will be offered in the Valley this year. It has been there in the past but not well publicized. We will work with Sugarbush and the chamber to try and make it a more successful product.
Master Plan was shared with the staff and there was much feedback. A good conversation was had. Marketing Director Friedman added that the staff appreciate being included in conversations with management and the Board about future planning and financial situation. Trustee Jondro opined that five years was too long to wait on expanding retail space due to the high ROI of doing so.
We have moved into Tier 2 on capital needs and purchased a used excavator. We found a machine that was the right size and price. Machine cost was $32,000. We should see an ROI within 4 years easily.
We are still hoping to open on Dec 16 but it’s looking “iffy” at this point.
Trustee Bruns asked about the holiday mailer’s effect on retail; Trustee Jondro noted that the average price of each order is lower than last year but total volume is even with last year.
Share Sales:
We sold one share for the month of November against a target of two. Seven shares have been sold YTD. There are 22 shares to be tendered for this fiscal year.
Financials:
Financials for November looked good. We are basically on budget for income and expense. Cash is still strong and ahead of last year. Audit financials are in and submitted for Board approval; it was a very clean audit with just one recommendation in the management letter to purchase some software for calculating depreciation.
8:35 AM Review strategic marketing direction including industry trends, target markets/segments, and pricing (Eric Friedman)
Marketing Director Friedman gave an overview of pricing strategy. We have tried a variety of strategies to encourage mid-week traffic, which is always difficult due to the Monday-Friday work schedules of our customer base.
Trustee Elkind asked if we were pricing for where we wanted to position ourselves with respect to other VT resorts. He also wondered if skiing was actually still a moneymaker based on NOI. Trustee Jondro: what if we take out retail from NOI when looking at pricing?
Main points:
There may be a need to look into a teen-oriented pass option to retain our young skiers once they “age out” of the free skiing pass.
10:00 AM Review and Approve FY2011 Audit – Action (Roy)
The FC recommends accepting the audit.
|
Motion |
Made by |
2nd by |
Aye |
Nay |
|
To accept the FC’s recommendation to accept the audit. |
Trustee Lange |
Trustee Elkind |
8 |
0 |
10:15 AM Review and Approve FY2011 Shareholder Redemption Requests – Action (Roy)
Current requests are for 22 redemptions. There were two hardship requests which were already granted. The FC recommends that the Board approve the 22 redemption requests.
|
Motion |
Made by |
2nd by |
Aye |
Nay |
|
To accept the FC’s recommendation to approve all 22 share redemption requests. |
Trustee Lange |
Trustee Elkind |
8 |
0 |
10:25 AM Discuss Financial Planning Cycle and Process Discussion
· Review of draft Discretionary/Non-discretionary needs (John)
· Review draft consolidated multi-year budgeting and capital planning (Roy)
· Capital vs. expense costing (John)
Facilities Master Planning is now at a stage where it starts to dovetail with Finance Committee long-range planning to determine the extent to which current and projected NOI can meet our capital needs. Costs and priorities were determined for each aspect of the Base Area Master Plan (BAMP). It would be good at this juncture to start spreading the word about the general strategies and “where do we go from here” to our SH’s and customer base.
11:00 AM Other Committee and Working Group Reports:
Planned Giving/Endowment Research (Gary)
MRG is in the process of putting together a 20- to 30-year Master Facilities Plan for the Cooperative which is projected to require, as of this writing, $4 -$6 million in funding would be required to supplement the operating income of the Cooperative.
The Board was encouraged by the successful single chair campaign which, with the assistance of Preservation Trust of Vermont, the Stark Mountain Foundation, Inc. (SMF), and the generosity of MRG’s members and other donors was able to raise $1.8 million dollars.
It is clear that fundraising of this magnitude would be facilitated by donations to a 501(c)(3) organization. It was this thought which gave rise to the founding of the Stark Mountain Foundation, Inc. (SMF) back in 2001.
We have been in communication with the Stark Mountain Foundation to gain some clarity on these issues. MRG and SMF representatives recently participated in a conference call with SMF’s accountant to address some of these issues.
It is clear that MRG’s mission is closely linked to that of SMF. It is also clear from both SMF’s mission statement and its Form 1023 filing that many of the projects currently under consideration by MRG would clearly fit within the SMF mission and its Form 1023 filing.
In short, SMF is the prime candidate for fundraising for projects that benefit MRG and are aligned with the mission of SMF. It appears that what MRG has on the table may well be projects that SMF would choose to fund. MRG need to assess what its needs are and strategize about how those needs should be presented to SMF, timing, amounts, etc., and how best to accomplish those fundraising needs. All grant applications need to be written and formally presented to SMF.
Board Development – (Jon)
No update at this time.
Finance Committee (Roy)
See previous reports.
Facilities (John)
The Facilities Committee and others have provided input for the preparation of Requests for Proposals (RFP’s) for implementation of the next phase of the Master Plan. Consistent with the approval to accept the Master Plan last month, the committee requests approval to proceed with preparation of RFP’s for the following tasks:
Both RFP’s will include options for developing costs and consideration for green or sustainable elements. In preparation for distribution of the RFP’s, interest from design teams will be solicited. This would not entail the spending of any money at this time.
Discussion ensued about being sure to keep SH’s informed about the process and all the steps that have been taken up to this point. Trustee Stetson plans to have a timeline ready for the January Board meeting. There was discussion as to whether schematic designs for changes to the Basebox should be included in RFPs at this stage; JW cautioned that zoning should be checked first to prevent wasting time/resources on these efforts if zoning were to preclude the changes described by the Burley Partnership. Members of the board expressed a preference for obtaining schematic designs and renderings for the entire BAMP if we had reasonable confidence that the changes envisioned by the Burley Partnership would be allowed by zoning, etc.
NHR Update (Lars)
NHR continues to progress:
1) Section 7 has been reviewed and revised by the working group of Lyssa Papasian, staff, and Trustee Bruns.
2) A marked-up version was distributed to MRG trustees for review. No feedback received as of yet.
3) Final mapping is in progress with boundaries, numbering schemes, etc.
4) A final draft of the application is due to MRG during the third week of December.
5) The plan is to review internally, then have third party consultant review in January for a late January submission.
6) Volunteer hours and tracking needs to be submitted by end of January for grant.
11:40 AM Discuss draft wording for potential ballot question at the annual meeting regarding Trustee term timing (Lars)
Trustee Bruns distributed a proposed change to By-Law Section 4.4, which governs election of trustees. As background information: usually, when the Board looks at possibility of changing By-Laws, the end result is that the Board decides not to do so.
To change By-Laws, an owner vote is required; the Board publishes a document explaining the reason for the proposed change, then SH’s vote.
The rationale for the change is to enable a much smoother and less intense transition into office for new Trustees, who have a very steep learning curve. It would allow current and outgoing Trustees to more effectively transfer knowledge and roles. New Trustees would also be taking on their responsibilities after the busy end of season time in the Board calendar.
11:50 AM Action Item Review (Liz)
See below for action item list.
11:59 PM Adjourn
|
Motion |
Made by |
2nd by |
Aye |
Nay |
|
To adjourn |
Trustee Liu |
Trustee Lesure |
7 |
0 |
|
Action Item |
Responsible Party |
STATUS |
|
Cull policies and procedures from minutes on Co-op webpage docs. |
Trustee Jondro |
Still in progress. Plans to have completed in November. |
|
Summer capital vs. budgeting expense discussion |
Trustee Stetson, Trustee Lange |
New item (Sep). FC needs to revisit. In progress (Dec) |
|
Prepare RFP(S) for design services Prepare timeline Prepare list of potential design firms |
Trustee Stetson |
New item (Dec) |
|
Reach out to fundraising experts |
Trustee Lange, Trustee Elkind to asssist |
New (Dec). |
|
Talk with Fayston zoning |
President Wimble |
New (Dec) |
|
Put Master Plan on website and link on Forum |
President Wimble |
New (Dec) |
|
Display the poster boards of the BAMP used by the Burley Partnership in the Basebox |
President Wimble |
As soon as possible — Before opening would be great |
|
Review NHR Section 7 and provide feedback to Trustee Bruns |
ALL |
New (Dec) |
