Board of Trustees Meeting Minutes: February 16, 2019





Board of Trustees Meeting

Mad River Glen Cooperative

Saturday February 16, 2019


Meg Hourihan
Leigh Michl (left the meeting at 6:30pm)
Eric Palola
Meg Schultz
Ron Shems
Matt Lillard
Matt Milan
John Tobin
Matt Kenny
Barclay Rappeport
All trustees were present in person.
          4: 00 PM       Optional Site Tour of Base Area facilities (for Trustees)
          5: 10 PM       Call to Order by Eric Palola
                              Welcome & Shareholder Comments


Carol Pierce asked why the Practice Slope is closing at 4 pm, when there were times in the past it would run until 4:30. Matt L stated it’s a financial and usage decision.


          Approval of Minutes of January 19 & 31, 2019


Move to approve the minutes of the January 19, 2019 board meeting and the January 31, 2019 telephonic board meeting: Matt K

Second: Leigh

Approved unanimously (Meg H abstains due to absence at previous meeting.)


          Management Report (Matt L) see attached


Today is day 77 of the skiing season and the mountain should make 100+. Lots of highs and some brief lows due to weather.  Matt L acknowledged the hard work by the mountain operations team which has kept the mountain in good shape.


Matt L noted that the Admin department is once again nearing full strength with the return of the Ticket Office Manager on a part-time basis.


Online ticket sales through the Co-op website are up: $96K advance ticket sales up from about $33k last year (a little misleading due to a delayed start last year,). Average day ticket yield has not been calculated as mid-year comparisons can distorted by the timing and ski conditions of special promotions such as Roll Back the Clock Day.  This year’s Roll Back the Clock Day was perhaps the strongest with about 800 tickets sold.


Matt and his team are starting to think about 2020 pass pricing and they are evaluating the springtime 2019 sale of 2020 passes.  It is unlikely that they would recommend a discount for these early pass sales, instead offering early purchasers the ability to ski in the spring, to buy at 2018-2019 prices, and to appeal to Shareholders who may desire to improve Co-op cashflow and reduce interest charges, as well as to avoid a large hit to personal cash flow at pass deadline time.  The earlier publishing of prices would also allow potential customers to evaluate MRG pricing against other options like EPIC, IKON, etc.


There was an insurance company site visit yesterday. Feedback was mostly positive with the creation of certain official policies noted as an area for some improvement.  Matt L noted that MRG has had only one liability claim the past 20 or so years, excellent for a ski area.


Basebox revenues have been good, while expenses are above budget because of unexpected repairs and electrical upgrades.  Fondue Thursdays are seeing stronger traffic while Friday Fish Fry is struggling.  He expects the latter to pick up with the 5pm Friday Practice Slope lift close.  The mountain has secured permits at the Birdcage to sell beer on this weekend through March 17. Due to state laws, they can only get a certain number of Temporary Catering permits annually.


Trustees commented that t there’s currently little or no mention of Thursday/Friday bar ‘programming’ or Birdcage beer on social media and there should be more.


Skiing for scholars kicked off on Friday, February 15th. 30 kids skiing for free with 15 also receiving lessons! Lots of excitement around that.


Grooming has been increased and well received. Mountain Operations won’t be doing this much grooming on a regular basis but currently they are packing in trails for longer-term use. In addition to the positive customer feedback and the ability to recover from the adverse weather effects, the improved grooming also helps the ski school have a broader selection of teaching surfaces. It does mean repair and fuel bills are up, but so far Matt believes the trade-off is justified.


Ski School programs are all doing well. Freeski and race teams are in their competition season with some strong showings.  Following a rare (for MRG), serious skier collision off the Single Chair, the Ski School will be reinforcing skier safety in the seasonal programs.


MRG will be hosting an IFSA Freeski National event on March 9th and 10th and two successful race events were hosted in the past week, all of which contributing to traffic and revenue.


Repairs/Rentals is having a great year with a net operating improvement of about 50%.  Retail is having a good year as well; however, the Cricket Club is struggling with low mid-week traffic. The Cricket Club “Powder Day” operation has been cancelled.



          Finance Committee (Matthew M)


There is $250K in the Rainy Day Mountain Reserve fund, a significant increase over past years! This will really help us move out of the cycle of using the line of credit.


Through January 31st, overall revenues are up about 10% versus budget and 26% versus the prior year.  All revenue sources are up over the prior year and budget with the exception of day ticket sales, which is 11% below budget, presumably due to recent mid-week closures and higher Mad Card usage.   Year-to-date net operating income is 2% over budget and 116% over the prior year.


Returned $37K of unused grant funding to Stark Mountain Foundation.


In addition to a discussion about a potential early pass offering, Matt L. noted that they are evaluating an aggressively-priced pass option for 19-29 yr olds, a demographic management would like to strengthen. This would probably launch at the same time as the early season pass.


There may be some new Committee members joining. Matthew M will be talking with them soon.


John Stetson stated that over-analysis of monthly financial results was a mistake in a seasonal, weather-dependent business – instead encouraging the Committee to take a longer-term view.




          Fundraising Committee Report (Eric)


Basically, everything is going well, but the campaign is running out of time against its currently planned ending date. The good news is the campaign has raised $4.3m over the last three years. The challenge is that there’s only two months to close the gap – to get to the hoped-for $6.5m total target in the Campaign Initiatives before the “public phase” of the campaign ends after this ski season.


In that regard, the committee hopes to go out with a match similar to the last one in March, but they are still actively raising the funds for the match, so there are lots of conversations with donors in the works. They are also trying to be much more active with solicitation as the campaign end nears, including efforts such as crowdsourcing.


Next big campaign event will be the Grift next Saturday, preceded by a meet and greet with Matt L on third floor of the Basebox. Proceeds will go to the Campaign.


The Committee is working on what do to if the pledges fall short of $6.5 million.   Hopefully, the accelerated timeline of the Basebox and Patrol Building projects will help raise funds to meet the final goal.



          Facilities Committee (Meg H)


The Committee received solid responses from the Request for Propsals (RFPs) released in December. After discussion, analysis, and interviews of all the firms, the Committee made a recommendation to the Board. Based on the recommendation, the Board met on January 31 via phone to authorize Matt L to engage a contract with Naylor & Breen Builders Inc (NB) for construction management and Vermont Integrated Architecture (VIA) for design services for the Conceptual Design phase. See attached minutes of 1/31/19 Board call for details.


Following the Jan 31 authorization, a Feb 4 kickoff meeting occurred with both firms, the Committee, and GM Matt L in attendance. Discussions included a review of prior work, management and operational needs, and necessary maintenance. On Feb 13, the group reconvened for an all-day charrette. The charrette clarified existing conditions and program requirements. Department heads were interviewed, and the firms toured our facilities.


The Committee, NB, and VIA are working to develop the Owner’s Program Requirements (OPRs) with cost estimates to make a recommendation for Board approval. The Committee anticipates that required work on the existing systems (mechanical, electrical, life safety, etc.) will use a significant portion of the available budget. The Committee will continue bi-weekly meetings with NB and VIA. The conceptual design will follow from the approval of the OPRs by the Board. Additionally, the Committee is working to provide an updated schedule to the Board indicating key Board decision points in the process.


At this point in time, the Committee is planning for a presentation of the process and work-to-date at the Annual Meeting on April 6. The Committee anticipates many future opportunities for shareholder and public engagement, including Green & Gold Weekend 2019, and expects ongoing conversations with the community during the 2019-20 ski season.


The Board has scheduled a meeting March 9th at 5pm to review and approve the OPRs, based on a recommendation presented by the Committee. Members of the Committee and NB and VIA staff will be in attendance.


John Stetson, a former Trustee and member of the Committee, complemented Matt L for his strong and attentive role in the Committee’s work.


          Elections Governance Committee (Barclay)


The final candidates for Trustees in the upcoming election is:


In State: (two seats open)

-Jeff Whittingham

-Andy Weiss (in attendance)

-Carol Pierce (in attendance)

-Wesley Alan Wright


Out of State: (one seat open)

-Brad Noble

-Matt Kenny

-Charlie Hauck


Ballots will be mailed on March 1st.  Candidate bios and statements will be available online in order to save significant costs and reduce adverse environmental impact.   Paper bios will be available on request and there is the potential for future savings by having electronic balloting.


Barclay commented that this year’s two week extension off the candidate declaration deadline had a positive impact on candidate recruitment and she recommended we consider adopting that scheduling in the future.


Move to approve the Final Candidate Slate as presented: Eric

Second: Ron S

Approved unanimously



          Proposed Election Amendment (Ron)

Ron met with Deri Meier about his proposed amendment to the bylaws that would require that a Trustee who is appointed to fill a vacancy run in the next election, rather than serve the remaining term of the vacant seat. There was discussion of “better democracy” versus a deterrent to fill vacant seats. The Trustees found no compelling reason to recommend the amendment at this time but agreed to consider it again in the future along with other potential amendments.


Move to table: Ron

Eric P second

Approved unanimously


          Revised Long Term Cap-Ex Campaign Budget (Matt L)


Matt L has recommended changes to the Long-Term Capital Expenditures budget to reflect the current state of pledges to the campaign and priorities.


The principal changes:


-Birdland chairlift work would be delayed to 2022 and changed from a replacement to a renovation, resulting in a $100K reduction in expenditures.


-Watershed Protection was postponed from 2021 to 2022.


-Callie’s Corner lift work was downgraded from a magic carpet to a renovated handle tow, freeing up $20K which will be reallocated to the budget for the Basebox and Patrol Building projects.


Move to approve revised Cap-Ex: Ron

Matt K second

Approved unanimously


          There was no other business.
          6:43 PM        Adjourn

Move to Adjourn: Eric

Matt K second

Approved unanimously


 Manager’s Report 2.16.19