Board of Trustees Meeting Minutes December 15, 2007





Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, December 15th, 2007

Draft – Pending Review



After due notice, a Board of Trustees meeting of the Mad River Glen Cooperative was convened at 5:00 p.m. on Saturday, December 15th, 2007 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.


Trustees Jay Appleton, Paul Finnerty, Eric Schoenholz, Geordie Hall, Steve Mackenzie, Bill Reynolds, Jed Kalkstein and Lars Bruns were present.Trustee Rick Moulton was absent. Also present were President Jamey Wimble and Marketing Director Eric Friedman.~ 15 shareholders were present.




Jay Appleton, chair, called the meeting to order at 5:05 p.m.




Regarding the draft November 10th, 2007 minutes, Bill Reynolds moved to accept them and Geordie Hall seconded the motion..The trustees present approved the November 10th minutes as-is, without changes by a vote of 7-0, with Jed Kalkstein abstaining due to absence on Nov 10th.



Shareholder Lu Putnam commented on Single Chair campaign donations and recognition.She felt that all types of donors should be recognized.Trustee Appleton clarified the board position on the topic, stating that the board is listening – and the discussion and decision is in the hands of the Single Chair Campaign committee.Shareholder Penny Parson also commented that everyone should be included, be it via chair, share, in-kind, or charitable types of contributions.Shareholder Dot Helling discussed a different perspective on the issue, noting that all shareholders have been a part of the campaign…simply through their share ownership.Trustee Reynolds commented that folks who have purchased chairs and shares, received value for their money and could not be considered to have made a charitable donation.He suggested that the all donors’ plaque be limited to those who have made charitable donations of any amount, even as low as $5.



Single Chair Campaign Committee Chair Geordie Hall stated that the committee wants to hear all viewpoints and do everything to best represent the coop.He stated the need to take some time to understand all the inputs and reiterated the need and desire to be as inclusive as we can be.


Speaking as a shareholder, Eric Friedman talked about how impressed he has been re: effort into the campaign – and suggested turning our energies towards raising the rest of the monies needed to close out the campaign.




Trustee Reynolds opened Jamey’s report by complimenting Jamey and staff regarding the handling of the snowboarders at the opening ceremony.The team did a nice job, approaching the situation with common sense, a positive attitude and a sense of humor.


Jamey discussed the Unicel contract which will provide revenue of just over $20k per year, starting next week.There is also a small upfront payment being made by Unicel.Cell phone service should be available in the next few weeks.




Jamey reviewed the November financials with the board.Trustee Schoenholz questioned some of the budget overages re: facilities expense.Jamey discussed that the most significant one was single registration, five times the amount of normal and a $19k hit.There was also $10k for tiller barrel replacement/repair on the snow cats.They were going out of balance and would cause hydraulic damage if not replaced.There was also an additional $7k in lift maintenance for the return bull wheel on the pony tow in Callie’s Corner which was required by the VT state lift inspector. Everything else was across the board increases including season start-up charges and fuel.Jamey felt that these expense overages should level out since we opened 2 weeks early / ahead of budget.He also warned that December expenses may be high too, although revenues should be strong.


Trustees Kalkstein and Bruns then made a request to Jamey for when we run across numbers that are significant overages from budget.They requested that we establish a protocol for Jamey to preview those prospective overages with the Treasurer who would then determine whether it was appropriate to bring to the finance committee.


Trustee Hall inquired as to the early season start re: income.Jamey mentioned that season passes were about on path with budget per end of November.Now with the early start, pass numbers have increased a bit more, as well as mad cards.“Early snow makes a huge difference.”


Trustee Kalkstein asked about the marketing expenses / variance from the budget.Jamey mentioned that marketing tends to vary, but that end-of-year calculations should be per budget with no dingers expected.


Jamey then took questions from the floor.Shareholder Liz Goodwin asked if pass increases tend to cannibalize day tickets.Jamey mentioned that last year, it was about balanced, but was hard to calculate and each year the pendulum differs a bit where the right pricing spot should be. Another shareholder mentioned that the return of lower midweek pricing was a great thing, and makes good sense for people to drive a bit to ski for only $35.Jamey also asked people to please get the word out and bring them out to the mountain.




For FY2007, the coop turned a profit of $10,800.The Board then discussed the determination of a patronage rebate The Finance committee recommended not doing a patronage rebate due the very small amount of the profit and due to the outstanding debt for the Double and Single chair.Trustee Schoenholz then made a motion against processing a patronage rebate, which was seconded by Steve MacKenzie.All trustees present voted against a patronage rebate for FY2007 by a vote of 8-0.




Trustee Schoenholz mentioned that the Finance committee continued to recommend suspending shareholder redemption.He suggested that we wait until January to see how we make out during the holiday weeks and understand how we do with collecting 2007 Single Chair Campaign pledges.Trustee MacKenzie inquired about redeeming a small number of shares as a gesture of good faith.Trustee Schoenholz commented that we have a $300k mortgage debt outstanding right now that we’re paying interest for, plus $80k debt on the double payable in June.He mentioned that the finance committee is working on a quantitative measure to evaluate whether of not we should do redemption.Trustee Bruns reminded the group of the $80k payments required to payout double chair bond holders this summer.The current mortgage payment for the single chair loan is $5,222 per month.The cost of money for the single chair is $129k over the next three years.Trustee Hall encouraged everyone to pay pledges early if you can.Trustee Schoenholz also commented that the board has always honored hardship requests.Trustee MacKenzie added that he encouraged lifting the suspension as soon as possible.Chair Appleton then opened the discussion to the floor for commentary.


One shareholder present commented on redemption suspension, and that he felt betrayed.He’d like to get his money back, and he’s offered to make a charitable donation to the coop.While he understands the financial position, he felt that the shareholder redemption suspension goes against the spirit of the agreement, the spirit of the coop.This type of thing isn’t done to someone’s family.There is always going to be a financial hardship around the corner and in his opinion this action deters new shareholders.

Trustee Appleton is hopeful that on Jan 12th we’ll be able to begin to open things up.One suggestion was to take the first $10k in coop profit from last year and turn it into the shareholder redemptions.


Trustee Kalkstein felt it important to keep expectations in line.We still have other structural issues in front of us.We have certain things that we need to do – raise $ for the single chair campaign.We have to pay the double debt.Jay reminded the group that some requests have been waiting for 2 years.


Trustee MacKenzie inquired about the ability to transfer a share laterally to others.We’ve talked about doing some of this historically; we should look into this again.Other board members questioned the legality of share transfers and cited SEC legality concerns re: rules against establishing secondary coop share markets.


The Finance Committee agreed to look at the concept of permitting shareholders to redeem their shares and transfer the proceeds directly to the Single Chair Campaign in the form of a deductible contribution.





Trustee Hall wanted to publicly thank Eric Friedman for the great Skiing Magazine article and for orchestrating today’s opening ceremony which went off really well.It was a great experience.Geordie also wanted to thank Win Smith, owner of Sugarbush, who was here and rode his chair.Win also took out a half page add with Single chair picture in the back page of the Valley Reporter congratulating MRG on the Single.


Trustee Hall reported that the campaign contributions are now at 1.409M.Total campaign costs including cost of capital will be ~$1.9M to $2.0M.In discussing how this number changed, Jamey noted the following items;$24k sales tax, 5 change orders, CTEC contract deferral for a year was CPI + 1% ($41k), tower/lattice design modifications for $10k (tower hold downs), admin to PTV $59k, campaign administration $97k, historical documentation $10k, cost of capital $129k for mortgage and electrical work $14kHe also noted that we can amend our grant with PTV to cover additional costs for a full diesel backup which will addabout $86k. Geordie commented that there are ~45 chairs available for sponsorship at $5,000 each.



The executive committee and Trustee Finnerty (per request at the November meeting discussion) accepted the audit.They also noted the acceptance of a small grant from CLG who offered to prepare the initial paperwork for a National Historic Places nomination for the Single in case we wish to pursue this in the future.There will be separate discussion/action regarding the application if it is to be pursued.



Trustee Chair Appleton reviewed some upcoming board agenda items which included discussion of long-range capital expenditure spending for January.Jamey will be revising his plan, after which the facilities and finance committees will review.Trustee Bruns and the strategic plan sub committee will update the board re: Shareholder Strategic Planning calls scheduled in January.Jay also noted that Trustee Finnerty will be assisting with arranging Board elections for 2008.




Shareholder Lu Putnam requested that we try to encourage more women to run for the board for this and future elections.




The board entered executive session at 6:17pm and came out of executive session at 7:32pm.Trustee Schoenholz recommended the adoption of two financial policy recommendations re: Disbursement of Funds and Financial Controls.Trustee Finnerty moved the request and Bill Reynolds seconded the motion.All trustees present approved the adoption of these two financial policies without changes by a vote of 8-0.Trustee Hall inquired about additional work to be done in the area of cash management procedures. Trustee Schoenholz stated that this will be ongoing.




Upon review of the calendar, it was determined that the next meeting of the Board will be on Saturday, January 12th at 5pm on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.




Trustee Finnerty made a motion to adjourn the meeting, seconded by Bill Reynolds.The meeting was adjourned after an 8-0 vote to adjourn at 7:35pm.



Respectfully submitted, Lars Bruns


A true record.







Lars Bruns, Secretary