Board of Trustees Meeting Minutes: December 15, 2018





Board of Trustees Meeting

Mad River Glen Cooperative

Saturday, December 15, 2018



Meg Hourihan

Leigh Michl

Eric Palola

Meg Schultz

Ron Shems (absent)

Matt Lillard (GM)

Matt Milan

John Tobin

Matt Kenny

Barclay Rappeport (by phone from 5-5:30)


5: 00 PM       Call to Order
          Welcome & Shareholder Comments

There was general discussion about summer trail management, the effect of snowmaking on trees adjacent to the trail, accidental cutting of a re-generation management area, and the plan to upgrade the existing forest management plan before the 2019 summer trail management season.


          Approve Minutes of November 17, 2018 (Action)

Amended to include edits (a second, Peter Hourihan’s last name, date of LOC payment, and edit of Leigh’s comments)


Motion:  Meg moves, Matt M seconds.  All approve.


          Management Report (Matt) (see attached)

Matt gave kudos to the staff for quickly organizing to allow MRG to make the first November opening in many years.  Overall, we broke even from financial standpoint but lots of good will earned.  Early sales positive, up 6.63% especially Mad Card purchases.


          Finance Committee Report (Meg H.)


Discuss and approve audited financial reports (Action)

Fin Com met Dec 12 to review the audit, and November financial and cash flow statements. Andrew Snow and Tyler accountant was on the phone.  The Committee recommends that the Board approve the audit as revised by the committee.  Thanks were given to Matt, Andrew and Sharron for a really clean, top-notch audit.


Motion:   Meg H: moves audit to be approved as submitted, Eric P. seconded

All approve


          Fundraising Committee Report (Eric/Annika) (See attached)


Campaign is in its last ski season and is in high gear right now. Closing in on $4M. Exciting grants coming in. Focus right now: year-end match until 12/31. Generous family has sponsored a $250K  1:1 match   Board appreciation to Meg H and John T for their communications work around the year-end match. Discussion about the pros/cons of having a $500 minimum to qualify for matching funds.  The Campaign Cabinet felt this was an important threshold at this point in the campaign, but there will likely be no minimum for the final match campaign in the spring.


          Facilities Committee (Meg H)

(Includes consent decision to start RFP process from 12/10/18 phone conference attached)


The Committee met on Dec 3 to develop RFP’s for design and construction management for renovations to the Basebox and Patrol building which are part of the final phases of the Preserve our Paradise campaign.  Due to the timing and urgency of starting the RFP process the Co-op Board met by phone conference on 12/10 (per Bylaw 5.5) to approve the distribution of RFPs.  The Committee hopes to begin discussion and site visit with potential firms later in December and receive proposals in January in order to recommend to the Board for decision.


 Elections/ Governance Committee update (Barclay/Ron)


Barclay has been in consultation with various potential candidates and staff about getting communications started to encourage new candidates.  There are at least three interested candidates.  Flyers will be posted in the Basebox soon.  There are two in-state and one out-of-state seat on the ballot.


 Share Redemptions (Action)

Motion: Meg H moved to authorize the redemption of 24 shares tendered with language proposed by Matt to authorize expenditure from share redemption fund.  Matt K seconded.


All approve




          Appoint new BOT Treasurer (Action)

Meg Hourihan informed the Board that she would like resign as Treasurer in order to more fully focus on the work of the Facilities Committee described above.  Matthew Milan indicated his interest and willingness to serve the remainder of Meg’s term, until June 2019, when new officers will be determined.


Motion:  Eric accepts Meg’s resignation with much appreciation for her efforts, and proposes to appoint Matthew Milan as new Treasurer and member of the Executive Committee.  Matt K seconded.


All approve.


Additional shareholder discussion


– Desire for more communication about the work and meetings of Facilities Committee as it starts to ramp up its activities.

–  General concern about the loss of “institutional knowledge” about MRG history.  Wants to encourage a process to preserve early paper minutes of the Coop and perhaps some oral history interviews (and the fact that it’s disappearing) of this place. Would like a Historical Archive. We need to scan the paper minutes and put them online. Want to engage our ownership more.


6:10 P Motion to Adjourn.  Matt K moved, Eric sec   Next meeting Jan 19 at 5 PM.   All approved.



Board of Trustees Meeting

Mad River Glen Cooperative

Monday, December 10, 2018 – 8:00 PM



Attendance by Phone:
Meg Hourihan

Leigh Michl

Eric Palola

Meg Schultz

Ron Shems

Matt Lillard

Matt Milan

John Tobin (late – not present for voting)

Matt Kenny (absent)

Barclay Rappeport (absent)

Note that all agree to the phone meeting per Section 5.5 of the Bylaws, waive any requirement of notice to the Trustees, and consent to this record being attached to the minutes of the December 2018 Trustees meeting.
1) Facilities Committee recommendation to begin RFP process for base area facilities.  No funds would be spent, and no commitments will result from from starting this RFP process.

The Board met primarily to consider the proposal by the Facilities Committee (appended below) and to take action on their recommendation given the need to expedite the process and bring recommendations and options for base area renovations for Shareholder consultation by this spring.


Motion:  Eric proposes to approve the Fac Comm proposal below with one amendment in the Whereas #1.   Ron seconded.  6 approve, 1 oppose.   Motion approved.

2) Background discussion/info on D&O insurance
Matt is looking at Coop expenses across the board and is in the process of reviewing and updating Directors & Officer’s insurance (D&O).  Several years ago the Board approved a more expensive policy due to concerns about risk to the mountain and to the Directors.  Matt questions whether this level of coverage is still necessary, since MRG’s premium is higher than normal.   Matt reviewed other ways the mountain is protected including employee training, VSAA coverage, various state inspections, and MRG’s exemplary safety record. The Board felt it needs more time and information, and would like to see completion of Employee Handbook of policies, before revising the policy. Thus for the time being MRG should continue with current D&O policy.


3) Preliminary discussion about new candidate(s) for BOT Treasurer
Meg H has done a ton of work on many issues for the Board and is ready to offload some things so she can focus on the urgent work of the Facilities Committee.  The Board expressed its sincere appreciation for all her efforts.  Mathew Milan expressed interest in the position.  A formal vote will be taken at regular December board meeting.


Meeting adjourned: 8:55pm


Facilities Committee

December 5, 2018


The Facilities Committee (FacCom) of the MRG Board of Trustees (BOT) makes the following recommendation to the BOT regarding the Proposed Improvements to the Patrol Building (PB) and Basebox (BB):


  1. The BOT has determined that certain elements of the 2013 Base Area Master Plan (BAMP) are not achievable;
  2. The FacCom has determined that any improvements to the PB cannot be considered without considering the impact on possible improvements to the BB;
  3. Management and Staff have updated the requirements for the PB and the BB (the “Revised Requirements”);
  4. The BOT has expressed a desire to renovate and reuse the existing facilities to the extent possible;
  5. The BOT has stipulated that the historic character of the BB must be preserved;
  6. The BOT has established a total project budget for improvements to the PB of $375,000 and to the BB of $2,225,000 (the “Project Budget”); and,
  7. The BOT has expressed a desire to execute improvements as soon as possible (the “Timeline”).

Therefore, the FacCom recommends that:

  1. A design firm be retained to complete the following Architectural and Engineering Services:
    1. Develop a Program Statement for each building based on the Updated Requirements for approval by the FacCom;
    2. Prepare an assessment of the existing PB for renovation and reuse, including impact of all relevant land use requirements and building codes;
    3. Confirm and update the current assessment of the existing BB for renovation and reuse, including impact of all relevant land use requirements and building codes;
    4. Prepare conceptual designs for each building to accommodate the approved Program Statement;
    5. Present the designs to the BOT for approval.
  2. A construction manager be retained to provide the following Construction Management Services:
    1. Prepare construction cost estimates.
    2. Prepare timelines.
    3. Provide value engineering and constructability reviews of each design.
    4. Provide construction services.



The BOT authorizes Management, with advisement by the FacCom, to:

  1. Prepare and distribute to a select list of qualified design firms a Request for Proposal (RFP-AE) for the Architectural and Engineering Services above.
  2. Prepare and distribute to a select list of qualified construction management firms a Request for Proposal (RFP-CM) for Construction Management Services above.
  3. Receive and evaluate proposals.
  4. Recommend to the BOT a design firm that will complete the Architectural and Engineering Services above.
  5. Recommend to the BOT a construction management firm that will complete the Construction Management Services above.

It is understood that approval of this recommendation by the BOT does not authorize any expenditures. Management will request future authorizations as necessary.

It is also understood that this is only the first step in the design and construction process.  Once a conceptual design is approved by the BOT, schematic design, design development and construction documents will need to be completed.  Only at that time will the construction manager solicit competitive bids for the subcontracted work for the construction.  Permits will be required at various points in the process.



Manager’s Report 12.15.18