Board of Trustees Meeting Minutes: December 17, 2022





Board of Trustees Minutes

Mad River Glen Cooperative

Date: Saturday, December 17, 2022 5:00 pm

Location: Basebox 3rd Floor – Hybrid (In-Person/Zoom)


Present:  Matthew Milan, Matt Lillard, Barclay Rappeport, Carol Pierce, Brad Noble, Andrew Carey, Jeff Whittingham, Meg Schultz, Will Kriewald, Dorene Nobilo, Eli  Godwin, Mariah Riggs, Mark, Stephen Behnke


Draft Agenda:


Shareholder Comments

5:02 PM        Call to order, shareholder comments (Matthew Milan)

Eli Godwin- love the bulletin – thank you!


Consent Agenda Items

Approve minutes for November 2022 Board Meeting (Matthew MIlan); unanimous approval


Reports and Discussion

Management Report (Matt Lillard):We opened on time on the 10th, then opened fully today. There was a huge move from the staff with 12 hours notice to open both the double and single. Double opened at 9 and single at 11. It’s been a warm season thus far, so the snow was welcome.Our average temperature has been five degrees higher this year during the snowmaking season.

Admin has been steadily busy. Passholders have been picking up their passes on a regular basis.

The audit was completed.

New POS system is in place and working well and increasing speed at all registers. Day tickets have been released for the coming week. We will hold off on holiday week sales until the next storm cycle is more defined.

Employee paperwork is coming in and all files are being digitized, which is a heavy lift for the staff but crucial for continuity. The mountain was also randomly chosen for a 401K audit, which should go smoothly.

Basebox is up and running and still looking for staff for the kitchen and various positions. The mug club is BACK!

Marketing has ramped up with the season opening and is seeking a new snow reporter.

Mt Ops will be resuming snowmaking around the lower Birdland/Birdcage area starting on Monday night.

Retail has been very strong.

Ski school has had a couple of solid weeks of training and is seeking new instructors.

Freeski has had a coaching clinic to bring staff up to date. The extended program is underway and will start full season on 12/31.

Race program is up and running and will be fully operational on 12/31. The triple crown racing challenge will come back with all events this year. Additionally we will host some NVC USSA races this year.

The rental/repair shop has been steady and busy.

Patrol brought it together to get the mountain up and running today.

Callie’s is up and running for the season.

Naturalist program is looking for some new staff and is up and running after the holidays.

Finance Committee Report & Discussion (Andrew Carey):

In summary, the period ending November 30, 2022 was uneventful. Operations were slightly better than budget due to a slower ramp up process..

  • Total Income of $61k was $10k below budget largely due to the issue that the Co-Op had sold out of most pass and services products.
  • November operating expenses were $27k below budget due to slower operations ramp up and some timing issues.
  • Net impact of these results led to a Net Loss of $164k, $17k better than the budgeted loss of $181k.

Year to date, the Co-Operative is running close to budget with minimal variances from budget. Items of note include:

  • Season pass sales ended up $100k short of budget at $1,283,471.
  • Much of this shortfall was made up by:
    • Ski School Income exceeded budget by $37k, totalling $275,584.
    • Day ticket sales are almost $10k over budget
    • Basebox operations, Retail Sales and Marketing Income also helped to fill the Income shortfall.
  • On the expense front, operating expenses were $47,832 less than budget. The lion’s share of this savings was realized in October with slower operations than expected.
  • Net Income was also enhanced by two non-operating events – a property sale and a SMF Grant to fund the backcountry program – totalling $16,100

2022 Audit

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 2022 audit – Letter on Internal Controls, Letter on Governance, and Financial Statement. Through their work, they found no areas of concern and were highly complimentary of the work the Co-Op finance team had done to ensure proper financial reporting.

Any variances from the 2022 year end financials discussed in October were immaterial.

Reflecting the clean opinion, the Finance Committee approved a motion to recommend the Board of Trustees approve the Fiscal year 2022 audit as presented.

2022 Financial Audit Report & Approval (Andrew Carey): Andrew the finance committee recommends that the board accept the audited financials for 2022 as presented by the CPA Firm. Brad seconded the motion. The motion passed unanimously.

Cash Reserve Investment Program

Following up on our conversation last month, the Finance Committee formed a small working group (Andrew Snow, Will Kriewald, John Skelly and Andrew Carey (Brian Williams will be joining this committee)) to investigate how to structure an investment policy for the Co-Op. As an initial approach, the team presented the following structure to the Finance Committee:

  • Form two distinct reserves
    • An operating reserve to fund any operating losses resulting from unplanned circumstances. Balance: $400,000 – $500,000
    • A non-operating reserve to fund future capital expenditures necessary to fulfill the Co-Op’s strategic mission. Balance: $900,000 – $1,000,000
  • Reserve balances would be determined by management once annual operating budgets are established.
  • Reserve investment objectives and parameters would be set depending on risk tolerance and timing of future cash needs.
  • In addition to the reserve definitions and investment parameters, the policy will also include suggested governance procedures to ensure proper oversight.



Finance Committee Investment Policy Discussion (Andrew Carey) Andrew pointed out that the rainy day fund is largely the result of share sales and POP loan forgiveness, so we are beholden to be thoughtful with these funds with the understanding that they will not replenish at the current levels.

Matthew Milan offered thanks to the FC for this approach. He suggested that in addition to considering different risks, the by-laws should be consulted to make sure that there are no conflicts in the by-laws that would prohibit these actions. Andrew commented that the by-laws have been reviewed and have not clearly defined this situation. Andrew suggested that we may want to consult with the counsel for the Co-Op to ensure that we are not in conflict. Matthew Milan asked that we reach out to Ron Shems, who is the current counsel for the Co-Op to review these processes. Barclay suggested that we consent counsel before further steps are taken. Brad concurred and discussion that dividing the funds into separate sections makes sense. The board generally agreed that the FC is moving in a positive direction.

Facilities Committee Report & Discussion (Carol Pierce): The Facilities Committee met with Ashar and Megan from VIA to review the final conclusion of the basebox project .

The RFP was submitted by VIA to study and develop a design and process to repair/reconstruct the Pub.

  1. BaseBox and Patrol/Ski School Project
  • A post-project evaluation was performed.
    • Ashar Nelson (VIA) and Megan Nedzynski (VIA) where there to there for feedback and discussion around the project
  • Overall, the project was deemed a success.
  • The items discussed were noted as areas where some improvement could be made.
  • Matt presented a list of specific items from conversations with staff about needs and their thoughts on the project.
    • Discussion to take into account some of the details from Matt’s list to consider as we look at the work to the pub. Items noted were-
      • Storage
      • Improved space for trash and recycling
      • Staff break room/ski storage
      • As well as including a meeting with staff as part of the design process for feedback
    • Peter Hourihan presented a review of plan versus actual to look at the project as part of the review process


  1. Sunnyside Mid-Station

No update was provided. We didn’t cover this topic.


  1. General Stark’s Pub Renovation
  • At the November BoT meeting, approval was granted to move ahead with the RFP process and conceptual design at a budget not to exceed $50,000.
  • The RFP was discussed and was issued with a proposal due before Christmas.
    • The scope of work will not include the repairs to the riparian buffer.
    • The scope will include estimating services.
    • The proposal will assume a stipulated sum bid. However, the final decision will be made once it can be determined that there are sufficient bidders.
    • VIA noted that completing conceptual design by the annual meeting is unlikely due to their workload.

Will questioned that the RFP doesn’t include the riparian buffer and asked for the future work there. However the foundation work will take the restrictions on the buffer into account..

Communications Committee Update (Brad Noble): The CC sent out the first ‘Board Bulletin’ to shareholders, which included updates from the last board meeting. The goal is to provide regular updates to shareholders, post board meetings each month. The bulletin goes to shareholders who have email addresses on file with us and is additionally printed and posted in the BaseBox. Feedback has been received and has largely been positive. Andrew commented on the piece in the BaseBox which includes a QR code for people to be able to read the full bulletin – and was in favor of this.

Sunnyside Midstation Management Update & Discussion (Matt Lillard):

Management goals for this project: to be able to access snowmaking terrain when we are relegated to Lift 4 due to conditions. This is historically 12-14 days per season, historically during a holiday season.

Additionally it will provide easier access to beginner terrain versus the top of the Sunnyside lift and more terrain choices for less experienced skiers. It will also provide easier access to both the Birdcage and Birdland lifts when they are operating.

This will also include the update to the haul rope, which is within two years of replacement and other necessary updates to the Double.

Completion of this project will update the control functions of the lift and extend the life of the Double.

Moving snowmaking into Birdland is a separate project which will involve water usage and an increase to the max allowed by the shareholders.

Barclay and Matthew both commented that initial impressions with conversations with shareholders have been positive thus far. Will asked for clarification that the haul rope is up for replacement. The replacement cost is $175k(est) and is definitely going to be a cost we will incur within the next two years (per the state inspector.) Matthew encouraged all board members to feel free to refer any questions regarding the project to the entire board or to the GM as appropriate.

Matt suggested that we will implement a project page on the website and will encourage the conversation through the next few months.

Jeff commented that we should follow up with a more formal plan during the January meeting and approach all comments/objections, thoughtfully and with due diligence.

Brad asked that the board bring any objections to the project to the board so we can be proactive in addressing them.


2023 Elections Process Update (Barclay Rappeport): we will begin gathering candidates over the upcoming holidays with the deadline of February 1 to declare candidacy. Open seats will be In State – Barclay, Meg. Out of State – Andrew Carey. Matthew will assist Carol with procedures. The reach for the candidates will go out through the Board Bulletin, social channels, MRG email channels.

Matthew encouraged board members to jump into ticket checking, especially during the holiday period.

Action Item

Share Tenders Approval (Matt Lillard): Asking for consideration of redemption requests for 16 share redemption requests for FY22.Total value of $25,500. There is enough money in the shares account and this is an average amount for the year. Share sales were very strong again last year; 30 Subscription Shares and 76 Full Shares.

Additionally, we received a hardship share redemption request on 12/14/22. We have the funds available to honor the request and I recommend we do. Share value of $1,640.

Matthew moved that we grant the share redemption requests for the previous fiscal year. 2nd Will. Unanimous acceptance.

Matthew moved that we approve the hardship request as of 12/14/22, 2nd by Will. Unanimous acceptance.


Open Items & New Business

Carol inquired about a list of new shareholders and the process of welcoming new shareholders. The communications committee will be working with admin regarding the welcome letter that goes out and updating it.

Eli Godwin – wondered about the process of adjusting wages to the living wage standards of the local area. Matt commented that wages had increased over the past year and are keeping pace with the current market conditions.

6:29 PM         Will moved to Adjourn. Carol 2nd.

Manager’s Report 12.17.22

Finance Committee Report – December 2022