Shareholders Present: Murphy Wilson, Laurie Hill, George Nobilo, Doreen Nobilo, patricia mcgivern, Heidi Benjamin, Lynda Richards
Meeting was called to order at 5:03
Shareholder Comments
Call to order, shareholder comments (Matthew Milan): Murphy Wilson – offered a special shout out to the MRG Patrol – they rescued her out of Cat Bowl and she is very appreciative – on a very frigid day with marginal weather conditions. She commented how professional and amazing the patrollers were. She commented that ‘David Lee Roth’ came to her rescue. She also expressed appreciation for the new and improved patrol facilities as she spent a considerable amount of time there.
Matthew Milan commented that we will pass along the feedback to the patrol and also commented thanks to the community who supported the renovations.
Doreen commented thanks for opening Birdland.
Consent Agenda Items
Approve minutes for January 2023 Board Meeting (Matthew MIlan): Minutes were approved.
Reports and Discussion
Management Report (Matt Lillard): wild weather swings have proven challenging. He offered thanks to the team to get us open and keep us open. The grooming today made a huge difference in the ski experience.
We welcomed a new Basebox manager in David Goodhue this week. The next step will be looking at our IT world (POS system and broader infrastructure) and what improvements we can make.
Day ticket sales have made a comeback with good sales for mid-week.
Looking forward to spring projects – capital projects, spring pass sales.
Share sales have remained strong.
Annual meeting is the next big meeting.
Basebox – David is jumping right in and looking at adding events. The Project will be playing next week with the Grift playing in March.
Marketing/Events – IFSA, Freeheel Frolic, Story Ski & Rockefellers are all on tap.
Mt Ops – All good from Nate’s report. Many thanks to the lift and patrol crew for getting us open during the subzero days. Thanks to the grooming crew for the great surfaces!
Retail shop – very busy and many great stories being told.
Ski School – remains busy with steady daily business. New instructors are coming on line. Midweek programming remains popular.
Freeski – There is an IFSA comp this coming Friday, followed by a National comp the next week. There have been great results from the MRG team and have been focussing this weekend on the Flyin Ryan core principles.
Race – An epic weekend last weekend with the Kandahar last Saturday and 215 U10/8s on Sunday (largest NVC event this season!) Family tournament was today, with Ski Club races tomorrow, TMD Slalom and then Rockefeller’s Challenge in March.
Rental Repair – cranking along and very busy, but looking to upgrade their heating system in the near future with the addition of heat pumps and more efficient systems.
Patrol – waiting for snow and has been evaluating woods to see what needs to be trimmed.
Cricket Club – uptick in business this year. There is discussion about bringing back the pre-school ski school for 3 year olds.
In summary, the period ending January 31, 2022 presented a recurring challenge to the operations team. After a remarkable December, the new year brought spring-like weather. The curse was not broken until the middle of the month when the collective snow dances finally paid off. The result was a tale of two winters… Despite the challenging operating environment, the management team managed to mitigate the potential losses
Total Income of $384k was $65k below budget. Day ticket sales made up the majority of this shortfall at $42k less than budget. Ironically, Basebox income exceeded budget by 12k (9%) since guests couldn’t ski!
November operating expenses were held in check by active financial management – $580k vs a budget of $602k. These savings were generally generated from facilities, retail, and insurance. Services costs were actually up to meet the increased ski program demand.
Net impact of these results led to a Net Ordinary Loss of $195k, $37k worse than the budgeted loss of $158k.
For the first two weeks of January when the mountain was partially closed. During this period, MRG management paid 5 hours of each 8 hour day lost to the full time staff, which allowed us to keep staff and make it through the bad weather period.
There has been discussion about paying off the construction loan, but given the low cost of the loan, it makes sense to keep it in place and maintain good relations with the bank.
As discussed last month, the Finance Committee has drafted an investment management policy to guide management in management of the Co-Op excess cash.
Co-op counsel has affirmed that the By-Laws do permit the creation of an investable reserve fund subject to the following caveats:
The investment advisor must be appropriately bonded
All BOT members need to serve in a fiduciary capacity
While not a legal requirement, the board also needs to consider the tradeoff between funding a reserve fund and declaring a patronage dividend.
The Investment Policy subcommittee drafted a three document framework which was presented to the Finance Committee and Board in January. After a month to review the documents, the committee unanimously voted to recommend that the Board of Trustees approve of these policies.
Governance Policy
This policy would be adopted to ensure the Co-Op has a clearly defined framework of responsibility to oversee the investment accounts. Broadly speaking the responsibilities breakout as follows:
Management – Execute policies and gather documentation
Finance Committee – Review documentation and recommended action to Board
Board of Trustees – Review and action on Finance Committee recommendations.
Operating Fund
This fund is structured to support ongoing mountain annual operations in the event of an unforeseen event should occur – weather, facility accident …
Funds will be immediately available with no capital risk.
Non-Operating Fund
This fund is structured to support future physical plant capital planning needs. From an aspirational standpoint, these funds would be used to co-invest with grants and other sources as defined in the Strategic Plan.
Funds will be invested with no capital risk and durations reflecting needs as defined by the Board and the Facilities Committee.
VOTE Andrew moved that the board of trustees adopt the governance policy, operating fund and non-operating fund to restructure the former Rainy Day Fund. Will Kriewald second. Unanimous acceptance.
Thanks was extended to the working group who did long hours of work. (John Skelly, Will Kriewald, Andrew Carey, Brian Williams)
There was a question about investing in IBonds. Andrew addressed the answer that this will be considered when they work with the investment advisor when chosen.
Facilities Committee Report (Carol Pierce): Minutes from the February meeting are on the website. The main topic is the reconstruction of and construction of the Pub area, excluding the bar. There are foundation issues at present which need to be addressed. The projection is for 2024. VIA plan to conceptualize the work for this summer and will present at the annual meeting. At Green and Gold, the hope is to present the cost. The funding for the pub renovation project is TBD at this time.
The next project is the Sunnyside Mid-Station double. The Haul Rope on Sunnyside will need to be replaced by 2024. Several other parts of Sunnyside will need to be upgraded. By combining this with re-installing the mid-station there can be cost savings. Management will be presenting a project statement for this.
Summer maintenance will also occur this season.
Andrew commented on the foresight to plan for coming maintenance and offered kudos to management.
Communications Committee Report (Brad Noble): The Communications Committee has sent out their 3rd Board Bulletin with positive feedback on improved communication to shareholders. The last bulletin led with the upcoming board elections.
Midstation Vote Timing Discussion (Matt Lillard/Matthew Milan): The board discussed the appropriate timing for the vote on the mid-station on Sunnyside. The board had previously approved getting quotes from lift companies. The board originally had planned on a vote at the spring shareholder meeting. Due to many factors, it was determined that it was prudent to push the vote back in the interest of being better able to inform the shareholders fully. Additionally, lift companies have been slow to respond which has complicated getting quotes for the work. At this time we will plan on pushing the vote to Green & Gold weekend, pending ability to arrange a funding campaign and obtaining quotes from contractors.
Vote: Matthew proposed the motion to reconsider the timing for the vote for the financial approvals and the board returns in March with a new recommendation. Mariah seconded. Unanimous acceptance.
2023 Elections Process Update and Slate Approval (Barclay Rappeport):
