Board of Trustees Meeting Minutes February 12, 2010





Board of Trustees Meeting: February 12, 2010

Board of Trustees Meeting

Minutes –Saturday, February 13, 2010



After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 p.m. on Saturday, February 13, 2010 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.


Trustees Lars Bruns (Treasurer), Liz Godwin (Secretary),Betsy Jondro,Jed Kalkstein (Vice-Chair),Gary Lange [phone-in], George Lesure, and Bill Reynolds (Chair) were present. Jim Elkind and Geordie Hall were absent. President Jamey Wimble was also present. There were three shareholders (“SHs”) in attendance.


5:05 Call to Order

Trustee Reynolds called the meeting to order at 5:05 pm.


5:06 PM Minutes of December 26, 2009 (Action)



Made by

2nd by




To adopt the minutes of January 9, 2010 as amended

Trustee Jondro

Trustee Lange





5:07 Shareholder Comments (SHC’s)




5:07 PM Management Report




Our level J5 and J6 racers did very well at Jay Peak last week, taking many of the top ten spots. We will most definitely have kids competing at States in March. Trustee Reynolds commended Sally Utter and her staff for the great job they are doing with the junior race program.


Martin Luther King weekend was okay but not great. Maine and New Hampshire areas did well due to storms that missed us and left them with good snow.


We have cut staffing levels back during a lean snow month. Coming into a holiday week, we are still doing all right with personnel. If snow does not pick up after the holiday week, we will scale back once again. All departments have done a great job at creating high yields on revenue and holding expenses to a minimum while the ticket revenue is not high.


While the snow totals have not been favorable for us this season, we have got many compliments on the condition of the mountain considering the lack of snow, with some saying that our conditions are “better than those of the competition.”


Members of the staff are preparing a capital list for the summer. The list is long and funding short, but it is hoped that we will be able to complete at least some of the projects.


The Mad River Broom Ball team is 2-1 and Sugarbush is “running scared” as they are yet to field a team.


Share Sales:


We sold seven shares the month of January against a budget of four. We have sold fourteen shares YTD. We tendered sixteen shares this month as per our redemption policy.




February was down 9% in revenue, but we also reduced expenses by about 9%. This is not easy to do as many of our expenses are fixed, but all departments have done a good job maximizing limited skier visits with high yields while reducing expenses.


There is only $25K remaining on the Single Loan and there is over $35K due to us this month from Preservation Trust of Vermont (PTV). The mortgage will be paid off by the end of the month and we will start filling the maintenance fund. Well done to all involved.


Trustee Godwin asked about the increased credit card charges. President Wimble replied that some was due to the cafeteria’s now taking credit cards; however, the charges are still too high given the rates we were promised, so he will be inquiring why that’s still high.


Trustee Kalkstein complimented President Wimble and the staff for the work they’ve done in throttling back expenses during lean snow times.



5:18 PM Approval of Slate of Board Candidates (Action)


Trustee Jondro, Chair of the Board Development Committee, reported on the slate of candidates running for the Board this year:


Roy Liu (Out-of-state)

Bruce Hyde (In-state)

John Stetson (In-state)

Lars Bruns (In-state, incumbent)



Made by

2nd by





To present and approve the slate of candidates as listed.

Trustee Jondro

Trustee Kalkstein



Trustee Bruns


Trustee Jondro thanked SH’s Deb Steines and Ken Eaton for their help in recruiting candidates.


Trustee Jondro noted that there are legal costs incurred in the election (~$1800) and asked if there was a way to avoid that charge. Our policy documents state that ballot counters should be trained by house counsel. Trustee Reynolds asked former Trustee Paul Finnerty, who was in the audience, for his take on this. Mr. Finnerty noted that our previous counsel donated much of his time and found the ballot counters through his college connections. While “consistency is good,” he did not believe it necessarily required legal counsel. Trustee Reynolds asked him if he thought it permissible to have a member of the Board Development Committee train the counters and supervise the process. SH and former Trustee Jay Appleton noted that current policy could be changed as the By-Laws do not dictate such a level of “overdoing it.” SH Rocky Bleier opined that it was best to maintain as much transparency as possible in the process. Trustee Jondro asked if a SH with legal expertise might be willing to volunteer his/her time. Trustee Kalkstein believed that there was no need for legal counsel to be there. Appointing of a SH volunteer supervisor will be on the agenda for the March Board of Trustees meeting. SH Finnerty volunteered to lend his legal expertise…if it’s not a powder day.


5:30 PM Committee Reports


Trustee Bruns asked the Board Development Committee (BDC) if Deb Steines could put together the “transition packet” again for new Board Members. Trustee Godwin thanked the BDC for their work so far in this election cycle.


The Executive Committee took no action this month.


Trustee Bruns, Chair of the Finance Committee (FC), reported that the FC met on February 12. They extended their thanks to President Wimble and staff for their work in scaling down expenses to match the drop in revenue. Trustee Bruns reiterated that the loan on the Single would be paid off this month. He reminded the Board that each day that MRG is open is ranked by staff from 1-5, with a “1” being a very bad snow day and a “5” being amazing powder. For the following years, these are the number of days ranked at 4 or 5:

Year: Number of “4” or “5” Days

2006-2007: 40

2007-2008: 59

2008-2009: 13

2009-2010: 0


SH Rocky Bleier asked about the possibility of SH bonds to put in energy-efficient windows and other “green” improvements to the Patrol Building. President Wimble replied that we’re waiting on grants instead of loans that would have to be paid back. SH Bleir replied that he thought such repairs would pay themselves back rather quickly. President Wimble disagreed. Trustee Kalkstein and Trustee Jondro noted that the “Green Team” (Environmental Sustainability Committee (ESC)) was compiling a list of improvements we want to make and prioritizing them based on their return on investment (ROI), and that Trustee Elkind (Chair of the ESC) would be the best person to speak with regarding the putting of items on that list.


Trustee Bruns reiterated that we are still operating in the black, which is notable due to the poor snow conditions so far this season.


5:44: PM New Business


Trustee Lange pointed out that monthly meetings are not required by our by-laws; they only require four meetings between annual meetings. Trustee Reynolds noted that some of the meetings are quite vital (e.g. capital expenditure and financial planning meetings). Nearly every Board meeting has an action item on the agenda that must happen in that time frame. Trustee Godwin suggested cross-referencing with Trustee Bruns’ list and seeing if some meetings could be consolidated. Trustee Bruns noted that some items “hit hard” in April and May and advocated for having a “money meeting” in May in case discussions required two meetings. He said that maybe one fall meeting could be consolidated. Performance reviews would be done in June, ideally, but it’s tough to do those at the same time as the budget and Trustee Bruns would rather devote more time to it.


Candidates for the Board should bring their calendars to the April meeting to help in the setting of the Board calendar.


April election of officers will occur on April 5 at approximately 8 a.m., via conference call.


Trustee Reynolds asked on behalf of the Utters whether it would be possible to work something out with GMVS as far as a weekday race course for them on a trail like Canyon; President Wimble said we wouldn’t be able to groom it and our own skiers get very upset when it’s groomed and closed for racing.


Trustee Bruns asked where we are with respect to the historic structures report for NHR listing. Trustee Reynolds responded that he had a meeting set up next Friday at 10 a.m. with Profesor Bob McCullough of UVM regarding this project.


6:02 PM Adjourn




Made by

2nd by




To adjourn.

Trustee Godwin

Trustee Lesure