Board of Trustees Meeting Minutes February 10, 2007





Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday February 10, 2007


After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:07 p.m. on February 10, 2007 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.


Trustees Jay Appleton, Paul Finnerty, Steve Mackenzie, Geordie Hall, and Rick Moulton were present; Eric Schoenholz was on the telephone. Trustee Bill Reynolds, Jed Kalkstein and Mary Schramke were absent. Also present were staff members President Jamey Wimble and Administrative Manager Sharon Crawford, and several shareholders.



Jay Appleton, chair, called the meeting to order at 5:07 p.m.





Upon motion duly made by Rick Moulton and seconded by Paul Finnerty it was unanimouslyÂ


Voted: To approve the minutes of the January 13, 2007 board of trustees’ meeting.




Deri Meier questioned the Board’s endorsement of the slate of candidates and what constituted a qualified candidate. Jay Appleton stated shareholders in good standing are qualified per the By-laws. A qualified candidate is up to date on APR and a member in good standing.


Deb Steines commented that she was satisfied with the Board’s slates over the past several years whether there were multiple candidates for a slot or not. Candidates do not seem inclined to run again if they are not elected on their first attempt; this seems like a waste of potential trustees.


Robin Bleier responded to Deb Steines comments. He read from the by-laws that the ‘Board exceed the number of candidates to present a meaningful choice to owners’. Steve Mackenzie commented that the board had made a diligent effort to obtain qualified candidates this year.




All permits are in for the Single Chair project and staging areas for the towers are being evaluated. There will be no pole hooks on the chairs for structural reasons. Welding in this area of the chair presents a potential problem.


The management report is attached for reference.




Jamey commented that if we can finish February and March on budget we would experience a $200,000 loss before depreciation and amortization. He is making every effort to minimize expenses with additional cuts over the summer. In this scenario we will have a cash position very close to zero before next year’s revenue begins to come in.


If you take the single chair items out of the January income statement we would have a $41,000 loss.


The financial report is attached for reference.




Geordie Hall presented the update – we have $707k with pledges and matching gifts towards our goal, and 14 of 18 towers have been sold. Mary Schramke hosted the Hartford Ski Club (HSC) at her home in CT. HSC has decided to assess their members to sponsor a new chair and will bid on an existing chair. Jamey Wimble is also in discussion with various ski clubs concerning their donations. Deb Steines and Betsy Jondro are working on coordinating the homeowners to sponsor a tower.


Geordie Hall reported that we recognize the need to broaden our approach to all shareholders for pledges. The Echo will go out next week with its primary thrust being the Single Chair campaign and will go to all shareholders and passholders. The SMF gala will be on Feb 24th for the support of the Single. The next post card will go out the end of February to all shareholders reminding them to pledge and there will be a telethon in March to all shareholders that have not donated at that point in time encouraging them to pledge.




Steve Mackenzie presented the following slate:


Slate of candidates:

In State:Â Bill Reynolds (incumbent), Lars Bruns, and Robin Bleier

Out-of-State:Â Jed Kalkstein (incumbent)


Upon motion duly made by Steve Mackenzie and seconded by Geordie Hall it was unanimouslyÂ


Voted:Â To approve the slate as presented.


Bylaw Amendment –


There have been questions raised on section 9.6 of the bylaws concerning rules for share redemption and section 9.5 rules for transfer of a share. Legal counsel Steve Kantor has given comments that the coop cannot alter the transfer of share requirements for legal reasons and due to Vermont law. Paul Finnerty agrees with Mr. Kantor’s findings and added that the co-op looses the benefit of someone paying the current cost of the share such as when the share price increases in April; a transfer of a share circumvents that price increase.Â


Jamey Wimble supported no change to the bylaws at this time.


The discussion continued outlining what can or cannot be done with a share within a family and trusts. Steve Mackenzie suggested inserting the words ‘family trust’ into section 9.5. It was agreed to review this over the next year and consider wording changes for the 2008 ballot.




Executive Committee – no action


Finance Committee – no action


Single Chair Finance Committee – as reported earlier


Board Development Committee/Election Committee – as reported earlier




Robin Bleier complemented the board on the posting of the draft of the January minutes but encouraged efforts to get all minutes posted quickly.


Bill Heinzerling suggested that epoxy could be used to affix the hooks for the chairs.


EXECUTIVE SESSION – the board entered executive session at 6:06 PM.


The board came out of executive session at 6:30 PM.




There being no further business to come before the board, the meeting adjourned at 6:30 PM.


Respectfully submitted, William B. Reynolds


A true record.







William B. Reynolds, SecretaryÂ



a. Management Report

b. Financial Report


Minutes taken by Debra Steines, a Shareholder