After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:00 AM on December 4, 2004 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.
Trustees Jay Appleton, Paul Finnerty, Bill Reynolds, Deb Steines, and Jed Kalkstein were present.Leigh Michl was present by speakerphone.Alan Moats, Rick Moulton, and Mary Schramke were absent.Also present was President Jamey Wimble and several shareholders.
CALL TO ORDER:
Vice-Chair Deb Steines, acting as meeting Chair, called the meeting to order at 8:23 AM.
APPROVAL OF NOVEMBER MEETING MINUTES AND STRATEGIC PLAN MINUTES
Upon motion duly made by Jay Appleton and seconded by Bill Reynolds, it was unanimously
VOTED: To accept the minutes of the November 13, 2004 board of trustee meeting, as modified.
Upon motion duly made by Deb Steines and seconded by Bill Reynolds, it was unanimously
VOTED: To accept the minutes of the November 13, 2004 Strategic Plan Update meeting of the board of trustees, as modified.
SHAREHOLDER COMMENTS
There were no shareholder comments at this time.
MANAGEMENT REPORT
Mr. Wimble presented a written report on developments during the prior month (copy attached).In response to a question by Ms. Steines regarding the Single renovation, Mr. Wimble indicated that he expected an engineer’s update within a week that could be reviewed by the trustees prior to the Town Meeting presentation in December.Mr. Appleton indicated that he was pleased that the management had found on-mountain housing for this season’s foreign workers.In response to a question by Mr. Reynolds, Mr. Wimble also indicated that pass sales had climbed slightly since the prior report and that pass sales revenue was approximately flat with the prior year.The 6 Day pass had the largest unit and revenue decline because of a shift to Mad Cards by some customers.
FINANCIAL REPORT
Mr. Wimble provided the board with income statements for the month of November (copy attached).Expenses were draft only because of the early timing of this meeting.Mr. Wimble expected that expenses would be on budget when the final numbers were in.Mr. Wimble also indicated that prior year Basebox budgeting errors were corrected. The Basebox had performed well in the prior year, although the budget comparisons would not have reflected that fact.
SHARE REDEMPTION POLICY
There was a discussion as to the proper share redemption amount.Specifically, the question was whether cumulative gains/losses could be added/deducted from the value of a share upon redemption.Co-op By-Laws provided for the allocation of gains/losses; however, the language was ambiguous.The board agreed that Co-op counsel would attend the next trustees meeting to answer questions on the subject.
There was a clarifying question as to the APR and cost of living increases.There seemed to be ambiguity as to whether the APR should rise by the cost of living, or whether the COLA increase was at the discretion of the board.
SINGLE RESTORATION UPDATE
Mr. Wimble stated that little new information had been obtained since November, but that the engineering consultant would send out an analysis/scope of the Single restoration project within a week.The report would be distributed to the board and could be used to solicit bids from prospective contractors.
Mr. Kalkstein had drafted a Single update for shareholders.He indicated that he would resend it to the board and management for comments.He stated the update would include the expected process, “ground rules” that would be followed in the process, and “frequently asked questions”.
COMMITTEE REPORTS
Election Committee – Ms. Steines had circulated the updated Election Guidelines that revised the annual election calendar.She also indicated that one out-of-state candidate had declared his intention to run and that another may run.
Facilities Committee – Mr. Appleton presented a map/aerial photo of properties around the mountain.The purpose of the map is to inventory existing properties adjacent to the ski area, easements granted by the Co-op, and identify potential lots for future development.The map was a first draft, and several inaccuracies were noted.There was a question regarding regular meetings of the Committee.Mr. Appleton noted that, as Committee Chair, the agenda was set by him based on projects determined by the board.He indicated that he would like the Committee to work on correcting the aforementioned map.
There were no other committee reports.
NEW BUSINESS
There was a question about board administrative requirements that was circulated in a document by Ms. Steines earlier in the year.Mr. Wimble indicated that he would act as the central contact for all administrative matters which would then be allocated to individuals on the staff who would carry out the tasks.
SHAREHOLDER COMMENTS
Mr. Bleier raised a question about the September 11, 2004 board minutes.He stated that he was not aware that board minutes were posted on the web site in draft form before they were finalized.Mr. Michl suggested that a reminder of this practice should be posted by management.He also indicated that he felt that quotes attributed to him in those minutes were not accurate.Specifically, he indicated that he did not advocate that the Co-op should borrow money to pay share redemptions.He also indicated that he does not support the board practice of limiting individual public statements by trustees.It was noted by Ms. Steines that the limitation on an individual trustees’ ability to comment on Co-op matters is set forth in the Trustees’ Code of Conduct.Ms. Steines also noted that the revised Strategic Plan would be posted to the web site.
EXECUTIVE SESSION
The board met in Executive Session to discuss personnel matters at 9:30 AM.
ADJOURNMENT
Following the Executive Session, there being no further business to come before the board, the meeting adjourned at 10:15 AM.
Respectfully submitted, Leigh Michl
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A true record.
ATTEST:__________________________________________
Leigh Michl, Secretary
Management Report
Saturday December 4, 2004
Operations:
Mountain is ready for operation as soon as the weather cooperates.
Scheduled opening is December 11 th. We will get aggressive about opening anytime after the 18 th.
All seasonal department heads are on board. All familiar faces.
Early season press has been good. USA Today ran an old story that was picket up by many smaller papers and has resulted in share sales. ‘Livin’ Magazine did a profile on Jamey Wimble in their November issue. It is a Vermont magazine
Jan Lenard and I continue to work out details on the Single restoration project. We will have something for the December Town Meeting. This may not be the final draft but a progress report for the shareholders.
Personnel:
We will employ 10 international workers this winter and they will be housed on mountain in a house we rented for the winter.
Share Sales:
3 shares were sold against a budget of 4 fore the month. No shares were tendered in November. 16 shares have been sold YTD against a budget of 8
Financials:
Preliminary November numbers look good. Income is up from budget. Expenses are down but not all in due to meeting being a week early. Expenses will end up closer to budget. Mad Cards are $60,000 ahead last year. The next 2 weeks are big mad Card Sales time. Cash position is $744,000 in bank, $300,000 of that is Single reserve.
