5:02 PM Call to order, shareholder comments (Brad Noble): There were no comments.
Consent Agenda Items
Approve minutes for Nov 2023 Board Meeting (Barclay Rappeport): Minutes were approved.
Reports and Discussion
Finance Committee Report (Will Kriewald): November was a quiet month with the Pub and General Store open during the Thanksgiving weekend only.
Total Income was $48.8K above budget, driven primarily by season pass revenue from the College passes which was $37.9K above budget. There was also Retail Income above budget by $9.3K and Basebox above budget by $2.5K which were driven by good sales over the Thanksgiving weekend.
We had some slight decreases against the budget from Services Income ($1.8K) which is mostly from Ski school (which we did see income above budget in the previous month).
November operating expenses were effectively flat against the budget.
Basebox expenses were higher by $3.2K and retail was 4K above budget based mostly on increased revenue.
Coop Expense was $5.8K above budget due to the timing of the Audit bill (October in previous year).
There were offsetting reductions in spend v. budget on Insurance/Property tax ($3.1k), Office/Admin Expense ($7.3K) and Payroll Taxes ($5K). Services Expense was also under budget by $2.6K.
These differences are due to delayed hiring of an IT professional, some workers comp/health insurance v. budget, and overall wages under budget.
Tyler Kimberley from the Co-Operative’s CPA firm, Mudgett, Jenett & Krogh-Wisner, joined the Finance Committee call as well. During the call he reviewed the results of the Fiscal 2023 audit – Letter on Internal Controls, Letter on Governance, and Financial Statements. The only noted in the governance letter was an unapproved employee pay rate.
There were some small variances from the 2023 year end financials discussed in October related to recognizing gains on investments and insurance recovery.
Reflecting the clean opinion, the Finance Committee approved a motion to recommend the Board of Trustees approve the Fiscal year 2023 audit as presented.
ACTION: Andrew moved to approve the Fiscal year 2023 audit as presented, Mariah 2nd. Unanimous approval.
John Skelly, who has been a great contributor to the Finance Committee and Mad River Glen in total, expressed his interest in taking a break from the Committee.
The Committee thanked John for all his hard work and made the following motion to allow John to step down from the Committee and replace him with Trustee Bryan Hall.
Facilities Committee Report (Britton Rogers): General Stark’s Pub
This report has 3 primary goals:
Update on estimated construction cost and our proposed construction schedule.
Request BoT approval to spend not more than $150,000 for final design and preconstruction services.
Plan to proceed with selection of CM. The committee has an updated Total Project Budget. The total estimated cost is $1.75M, including escalation (estimated assuming construction in 2025).
VIA is on board for the target timeline as shown below. We are requesting approval from the Board to proceed with the design process for the Pub project, with authorization of costs not to exceed $150,000. This amount will be spent over the course of 2024, with their next phase of design work not starting until April 2024, with the amount to be paid their invoices over the spring/summer/fall. We have spent a little over $28,000 on design services, an updated survey, a hazardous material inspection, etc.
We plan to send out an RFP for Construction Management services in early January. A shortlist of construction managers has been discussed and includes Naylor & Breen, the CM for the 2020 BaseBox/Patrol project. We hope to have settled on a CM by late March early April of 2024, with an eye to have contracts for construction awarded in early 2025. CM schedules are booked way out, so we need to get a CM soon.
Mariah moved to approve to spend not more than $150,000 for final design, permitting and preconstruction services on the Pub Project. Andrew Carey 2nd. Will abstained from vote due to a personal relationship with a future contractor. All others in favor.
Update and discussion on MOU with SMF (Andrew Carey): The MOU discussion has continued since the last meeting. SMF has taken feedback from the Co-Op board and is currently working with their counsel to return feedback and come to an agreement. The sticking point continues to be managing each organization’s data set to avoid cross contamination. SMF would like to have a merged data set to allow for analytics and further research. Further discussion ensued regarding cross marketing.
Considerations for Clerical Updates to Bylaws (Matthew Milan): Matthew has gone through the suggestions and comments from Dot Helling. The clerical points have been implemented. The font has been changed to be easier to read on-line and font size has been increased. Small grammatical errors have been corrected. Matthew is requesting that we address 2 of the 3 questions that Dot brought up. Matthew requested the board’s permission to spend not more than 2 hours of counsel’s time on sections 4.2 and 2.1 of the bylaws, which was approved without a vote.
Action item: Tender requests are at 24 for fiscal year 23 1645.25. After accounting for past due APR, $31515.34 is the total payout. This is on par with a normal year. Brad made a motion to approve the tender request. Mariah seconded the motion. Unanimous passage.
Communications Committee Report (Jeff Whittingham): Engagement continues to be strong. The goal remains to be 2 weeks and 2 days after the board meeting for send-out. The printed copy of the most recent bulletin was not posted in the Basebox due to the mountain not being open. Going forward the print version will be posted in the basebox.
Board Development Report (Barclay Rappeport): We are actively seeking candidates for the April 2024 election, both within the state and from outside. Jeff Whittingham and Will Kriewald will be completing their first term, while Matthew Milan, currently residing out of state, will be terming out. We encourage ALL shareholders to consider running for office or to actively recruit potential candidates.
Important dates to note include submitting the intent to run via email to the board before the January board meeting 1/20/2024. Additionally, candidates should submit their biographies and questionnaire responses prior to the February meeting to ensure timely approval of the slate for the April election. Your participation is crucial, and we look forward to a successful election process.
Management Report (Matt Lillard):We opened early for our 75th Anniversary Season on Thursday, December 7th. We were blessed with a string of weekly heavy, wet snow storms that have us skiing all over the mountain in great conditions. As we work through the middle and end of the month the seemingly inevitable pre-Christmas thaw is due to arrive on queue with the potential to relegate us back to Lift 4 and the Practice Slope trails. I remain hopeful we can hold on to some main mountain skiing but only time will tell. Our amazing staff really came together this year to get open early and welcome far more skiers than we usually see when we are just on Lift 4. I’d also like to thank the team for working through the process of having a main lift down to start the season. Everyone responded positively and worked through the options to give our skiers the best product we could while we waited for the lift to be finished.I’m happy to report the new electric drive is up and running and has the lift turning better than it has in a long time. Upon completion of required testing on 12/21 we will open the Sunnyside Double as soon as the snow permits.
The remainder of the management report was presented without much discussion.
Other action Items
Vote to approve regular tender requests (This was done above).
Open Items & New Business
Notice on hardship request share redemption: This was performed via an electronic vote by the Executive committee as it was a time sensitive issue.
Recognize SMF for contribution to the Sunnyside Double drive cost: This was an unexpected cost. The Board recognized and thanked SMF for their meaningful contribution to it. Discussion ensued, and the repair to the motor on Lift 4 came up, which SMF contributed to earlier this year. The Board again thanked SMF.
Shareholder Comments
There was a question from Rocky around operating at arm’s length with SMF. The Board discussed the joint fundraising MOU that has been reviewed by counsel and noted that counsel was comfortable.
6:31 PM Adjourn – Motion by Mariah, seconded by Andrew.
