Board of Trustees Meeting Minutes: December 21, 2019
MEETING MINUTES HISTORIC ARCHIVE
Board of Trustees Meeting
Mad River Glen Cooperative
Saturday, December 21, 2019, 5:00 pm, Basebox
Attendees: John Tobin, Matt Milan, Ron Shems, Meg Schultz, Carol Pierce, Brad Noble, Andy Weis, Leigh Michl, Matt Lillard,
Call to order, shareholder comments: there were no shareholder comments
Approve minutes for November 16 meeting. Meg S moved to accept, Ron S 2nd, unanimous approval.
Action: Board of Trustees meeting minutes shall be approved through a consent agenda at the following regular Board meeting. The minutes shall be reviewed prior to the next meeting as follows: The Secretary shall electronically post draft minutes within five days after a meeting for review by the Trustees. Trustees shall then review and provide post corrections and revisions within five days. The minutes will then be posted on the MRG website.
Moved to approve: Carol, Matt M 2nd, unanimous approval.
Management report (Matt L): Early opening was successful. Goal operationally is to hang on to as much snow as possible given prevailing weather conditions. Staff is back on board. Online store has been launched with day tickets and has been successful so far. New uphill policy has been launched. So far it has been well received. Basebox is up and running. Efficiencies have been implemented in the bar which have been well received. Fish Fry Friday will be in force until 1/3. Birdcage will open on 12/28. Beverage license has been obtained for weekends. Molly Stark’s pub will be opened as need.
Sales overall are up 5% coming into the start of the season, over last year. Social media has been strong. Online retail sales have been strong. Mad Card sales were strong. Mad River Glen Today TV show will be transitioning to Mad River Valley Today for this year, alternating between Sugarbush & Mad River. The New Year’s Eve party will return with fireworks and a torchlight party. Brian Aust will be running a bird program on 12/27. The weather station and snow stake have had lots of traffic online.
Snowmaking team has put in 508 hours and covered more terrain than in the past. Snowmaking will be based on need after the holidays. The new pump has proved valuable as all three legs of the system were able to run concurrently.
Retail shop is strong and sales are up. Ski School has started lessons. Freeskiing program is up and running. Seasonal programs will start on 12/28. Fayston and Waitsfield Elementary school programs have locked in dates for this season.
Cricket Club is open and taking reservations.
Finance committee report, approve mission statement (Matthew M.): Audit has been completed. The FC will recommend that the Board accepts the order. Auditor has no concerns regarding procedures. Co-op is showing income for the first time in several years. Co-op is in a very strong position, up over $350k from last year due to a strong season and strong season pass sales. Rainy day fund is robust. Early season pass sales have been strong. There have been some requests for share tenders which the FC recommends we accept. The number is less than average.
Some members of the FC reviewed the coop’s history with regard to trends and modeling. The FC will look at the trends which are going down to discuss the needs of the Co-op in relation to these needs.
Review and approval of the Finance Committee Mission Statement:
The Committee desires to clarify its purpose and the expectations of its members
The Board of Trustees approves the revision of the Finance Committee’s Mission Statement as the following:
The mission of the Finance Committee is to support Co-Op management and the Board in their fiduciary role of ensuring the financial integrity and the long-term economic viability of the Co-Op.
The Finance Committee (the Committee) will fulfill its mission through three major roles:
1) Regular Review of Financial Statements:
The Committee will meet regularly to review financial statements, capital and operating budget performance, and forecasts. The Committee will review this information to provide feedback and advice for the General Manager, and to assist the Board of Trustees in its fiduciary and oversight responsibilities that support the Co-Op’s long-term financial viability.
Annually the Committee will:
Review proposed annual capital and operating budgets as presented by Management and make recommendations for action(s) to the Board.
Review the audited financials of the Co-Op promptly following their availability, address concerns as necessary with auditors, communicate findings and make recommendations for action(s) to the Board.
2) Strategic Financial Planning:
The Committee will work with management and the Board to develop and monitor the long-term financial strategy of the Co-Op. The Committee will focus on the long-term financial health and viability of the Cooperative and will establish and use approaches and metrics to measure that health and make strategic recommendations to the Board.
3) Specific Financial Projects:
The Committee will undertake specific projects at the direction of the Board and/or the Committee Chair. These projects will be strategic or tactical in nature, and may use internal and external data, primary and secondary research, and financial modeling tools. The anticipated outcome of a project would be recommendations to the Board for action, as appropriate.
Motion to approve: Barclay moved to approve Andy 2nd. Unanimous approval.
Facilities committee report (Matt, Meg): Bids for construction will be going out in the beginning of January. There is a budget of $3m. Estimates at this point are $3.2m. The Patrol/Ski School building will be bid as a stand-alone project to allow for flexibility in planning. Act 250 and town permitting has been submitted. Letters to abutting landowners and homeowners will be going out. The code official is happy with the fall work done thus far.
Fundraising committee report (John Tobin): – no new changes in pledges or grant requests. SMF is working on costs for the donor banner on the deck at the moment. There will be a web page listing coming up soon. Donor recognition party was a success despite the weather. Volunteer thank you party will be in January or February.
Approve FY 2018-19 Audit (Matt): Audit showed no deficiencies in tracking and reporting. Matt Milan moved to approve, Meg 2nd, unanimous acceptance.
Approve share redemptions (Matt L): We have 18 requests for share redemptions the past fiscal year. Funds are available to tender these shares. Ron moves to approve the tender of shares. Brad 2nd. Unanimous acceptance.
Update on auditing and putting online all Board policies (Brad, Carol, Leigh): No policies from 1995-1999 have been available for review, but everything else has been added to the Github app. Employee related policies have not been added to this file. Discussion ensued about where all of this information will live going forward and which information should be available to shareholders versus internal. John pointed out that the policies have to be easily accessible by this and future boards. Board members & staff should review the files prior to the January meeting to see if anything is missing, incorrect, or shouldn’t be there.
Update on ways to improve community engagement (Brad & Carol): Brad has reached out to ski club leaders. Carol pointed out that in the past there was a committee for shareholder relations. Ski Clubs have been less informed than expected as Brad found during the POP campaign. Brad’s early findings are:
All are interested in MRG doings in a digest form.
All would include this info in newsletters and as part of their regular meeting agenda.
One would even consider blasting outside the regular meeting and newsletter process (their newsletter is 3x/yr)
2 clubs have expressed interest in an inter-club gathering at the Base Box.
Info they’re interested in
Opportunistic info like an early MRG opening day
Off-season activities on and around MRG (e.g., mountain races, SiptemberFest, foliage rides, etc)
Triple crown and race dates
Campaign information and progress
Finish round 1 of the interviews.
Establish an advocate at each club. May be the president, but could also be a named Co-op liason.
Coordinate with the liasons to survey the clubs at a finer level of detail.
Discussion regarding ad hoc ticket checking again this season.
Discussion of recruitment for 2020 board election. (Ron, Matthew, Barclay): Discussion of reaching out to past candidates going back three years. John proposed adding the on-boarding procedures to the next board meeting.