Board of Trustees Meeting; February 14, 2009
Board members Bill Reynolds (Chair), Jay Appleton, Geordie Hall, Lars Bruns(Vice-chair), Paul Finnerty, Betsy Jondro were present. Trustees Liz Godwin (Secretary), Jed Kalkstein and Eric Schoenholz (Treasurer) were absent.
Also present: Jamey Wimble (President of MRG), invited speakers Meg Campbell (PTV) & Ron Shems and approximately 12 shareholders.
Meeting called to order by Bill Reynolds at 5:10
Move to approve the minutes of the January 10, 2009 Board Meeting:
– Motioned by Betsy Jondro
– Seconded by Lars Bruns
– Vote to accept the minutes: Unanimous
Comments from the shareholders:
– Minutes from Jan 10 meeting were not on line as of Thursday. Jamey Wimble will look into it.
– Recommendation that in the future the nominating committee should take in to account the printing deadlines when deciding on when to post the nominees. There needs to be more time between the posting of the names and the time when the biographies go to print to enable additional people to petition.
Management Report presented by Jamey Wimble
– We had our annual operational insurance inspection Monday the 9th. We passed with flying colors.
– Staff has been given a heads up that after the holiday week we will start limiting operations where we can to improve profit margins
– First leg of the Triple Crown went well on thin cover. Nearly a hundred competitors participated in the Unconventional Terrain Competition including Trustee Bruns.
– Saturday the 8th we hosted the Randonee Race. We had the largest turn out in race history. This is a great cooperative event between Sugarbush and Mad River. Trustee Appleton participated and placed 2nd in the Crafty Veterans’ Division.
– 60th Anniversary Gala went very well. A fun time was had by all. Scout Palmado was presented with a single chair on behalf of her Grandfather Roland who was the founder of MRG.
Single Chair Campaign:
– We have received another $80K in pledge money from PTV towards the Single Chair Campaign. This will take the NSB note down to about $80k remaining. The plan is to re amortize the loan at that point so we free money up for cash flow. We would continue to pay the loan down as we receive pledge money.
– Still waiting for $48K from 2008 pledges that have not been received.
– We have sold 2 shares for the month of January against a budget of 4. We have sold 10 shares YTD. With skier visits down so are share sales numbers. This has held true over the history of the coop.
– Redemption Requests: 4 since the start of our fiscal year.
– General Manager Wimble presented the January financials. January finished $46,000 in the black NOI. Budgeted NOI was $135,000 for the month. YTD we are only $11,000 in the black and significantly behind budget. Going into the holiday week with minimal snow cover this number will fall even lower. Jamey has been working with a sub committee of the Finance Committee to come up with a plan to carefully monitor cash flow, complete mandatory capital expenditure fixes, and provide ‘rainy day’ cash to enable operations in 2009-2010. This will be challenging trying to limit operations to conserve money and still provide great customer service. With 2 capital projects that must be done this summer which will cost an estimated $125K – $150K (repairing the infrastructure under the office building and replacing Schuss Pass Bridge) we are watching the cash flow closely.
– Verizon has expressed interest in putting a tower on the mountain. We are working with them, but they are suffering from the economic downturn and have scaled back.
– Question from shareholder: Where would we project our year if snow conditions continue weak? General Manager Wimble replied that we would likely end up with a $300K Net Operating Income loss. (Lars comment: Just to clarify, we probably should distinguish NOI from cash flow. I believe NOI would be a ~$300k loss on the season, Jamey please chime in. I’d not mention cash flow at this time. )
Finance Committee Report presented by Lars Bruns
– Started year with $400K cash in the bank
– The fiscal year looks like it will be a struggle to break even.
– Jamey Wimble and the Finance Committee have decided to assess cash flow and income monthly and review status and operations monthly.
– The tentative goal of these reviews will be to ensure that we have between $100K and $150K to cover our critical Cap X expenditures this summer (the office building infrastructure and the Schuss Pass Bridge).
– Since we did not start with Rainy Day fund as we have in the past – we want to start next year with $100K in cash at end of year.
– We will focus our efforts and manage costs so as not to depend on or plan to use 2009-2010 advance sales to complete the fiscal year
Discussion points following the Finance Committee Report:
– We continue to use the PTV funds to pay down the Single Chair note. We cannot co-mingle mountain operations with the Single contributions. If we get the money that is outstanding on pledges we could use those funds to pay down the mortgage more and/or put money into the Single Chair Maintenance Fund.
– It is possible that we could make a profit on the audit, but lose money on operations due to positive cash flow generated from the Single Chair fundraising.
– Discussed possibly re-amortizing the current note on the Single. If pledges come in as pledged, the note will be paid by this summer so refinancing for a better rate may not be necessary.
– If we do not have the $100K to $150K necessary for the 2 Cap X projects, we could postpone the Schuss Pass Bridge for a year and cut the office building project down in scope and cost by doing a 10 year fix. However, this would make the long term costs higher as we would have to do additional work in the future that would require duplicate costs as well as boardwalk reconstruction.
Discussion of the National Historic Register and Engineering Landmark Designations.
Meg Campbell – Director of Easements at Preservation Trust of Vermont (A private statewide organization dedicated to historic preservation), presented information on the NHR, the process involved in applying to be on the Register and the potential ramifications.
Meg, who was directly involved the collaboration between PTV and MRG regarding the Single Chair Campaign, presented the following reasons on why MRG should apply to be on the NHR:
o It further strengthens our partnership with PTV
o If we were listed it would enable us to continue the story of the single chair.
o MRG is an historic place and listing on NHR will not, in and of itself, create any restriction as to what MRG can do with its property.
o NHR listing would be a great marketing tool as we would be the first ski area listed in the country.
o Money is already available through a $2000 grant from the Mad River Valley Planning District to pay for the research and application process.
Ron Shems –an attorney with extensive experience in environmental law and regulation,presented information on Act 250 and how the NHR and Act 250 impact each other.
Ron advised that given the historic nature of MRG, listing MRG on NHR would not subject MRG to any additional scrutiny under Act 250.
Both Meg and Ron fielded questions from the Board and Shareholders.
After lengthy discussion Bill Reynolds put forward the following motion:
Shall we ask the shareholders at the Annual Meeting in April to give their opinion on the following questions:
Shall the Board of Trustees seek to obtain recognition of historic significance of the Single Chair through listing on the National Parks Service’s National Register of Historic Places program (check all that you are in favor of):
______nominating the Single Chair as an Historic Mechanical Engineering Landmark under the American Society of Mechanical Engineers’ Landmarks program
______nominating the Single Chair as a National Historic District under the National Park Service’s National Register of Historic Places program.
2) ______I am not in favor of any sort of recognition of historic significance of the Single Chair.
Lars Bruns seconded the motion
Further discussion on the proposed National Historic Register and Historic Mechanical Engineering Landmark listings occurred. Since the Mechanical Engineers’ Landmarks program does not impose any restrictions or obligations on the Cooperative it was agreed that it was not necessary for the Board to put the question to the Shareholders and that a vote on this issue could be taken by the Board at the next meeting.
Paul Finnerty proposed the following amendment/ shortened wording to the original motion:
Shall the Mad River Glen Cooperative seek to obtain recognition of historic significance through listing on the National Parks Service’s National Register of Historic Places Program.
This amendment was seconded by Geordie Hall.
Vote on whether to accept Paul Finnerty’s amendment to the motion: Unanimous.
Vote on the motion as amended: Unanimous.
The tip sheet from the National Trust for Historic Preservation that was available at the Board meeting will be enclosed with the ballot as a reference regarding the NHR.
Approval of Slate of Board Candidates
Paul Finnerty presented the proposed slate of Board Candidates:
In-state candidates for 2 open seats:
Out of State Candiates for one open seat:
Paul Finnerty moved to accept the slate of candidates as presented.
Betsy Jondro seconded.
Shareholder comments regarding the slate of candidates:
– The election procedure states that shareholders have a week after the Board accepts the slate of candidates to petition to be added. This year due to the printers deadline this is shortened to 4 days. Paul Finnerty clarified that all material including verified petition and biography must be to the committee by noon on Wednesday February 18, 2009.
– A shareholder applauded that one of the candidates is in his 20’s. This is the future of the co-op.
Note: Any comments or questions regarding the election process should be directed to Paul Finnerty.
Reports from other Committees:
The Executive Committee took no action since the January 10th meeting.
Motion to Adjourn:
Jay Appleton proposed.
Paul Finnerty seconded.
The meeting adjourned at 7:19pm.