Mad River Glen Cooperative
Board of Trustees Meeting
Minutes – Saturday, February 2, 2013
After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 pm on Saturday, February 2, 2013 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
|
Trustee |
Attendance |
Trustee |
Attendance |
|
Elkind (Chair) |
Present |
Godwin |
Present |
|
Stetson (Vice-Chair) |
Present |
Holtan |
Present |
|
Anderson (Secretary) |
Present |
Jondro |
Present |
|
Liu (Treasurer) |
Phone-in |
Lesure |
Present |
|
Bruns |
Phone-in |
|
|
Also present were President Wimble and approximately 25 shareholders.
5:05 pm
Chair Elkind called the meeting to order. He welcomed all attending and asked for shareholder comments.
Deri Meier presented a petition to the board regarding BAMP related spending and shareholder approval. The petition was signed by eight previous board members and seventeen shareholders, and asked that the following ballot question be included in the annual meeting materials.
Shall the owners request that the Trustees stop spending money for the Base Area Master Plan unless and until the owners approve further spending?
(A complete copy of the petition and letter attached to the end of this document)
He then asked for clarification on two the priority of BAMP and the status of the fundraising consultant.
Trustee Stetson responded to the first question and explained that the plan presented at Green and Gold was designed to address deferred maintenance and building deficiencies, improve energy efficiency, and provide functionality that Cooperative staff had said was required. As discussed at Green and Gold and the Holiday Town Hall, the Facilities Committee intends to and has been collecting feedback from shareholders and reviewing the designs with Cooperative staff and shareholders to better understand how the plan fits with needs of the Cooperative and our shareholders. Trustee Stetson said that in recent weeks through meetings, lift line and bar conversations, e-mails, the Forum, and tabling in the Base Box, the Facilities Committee and Board members have received general and specific feedback. Trustee Stetson expressed gratitude for the feedback that has been received and encouraged shareholders to provide more thoughts on the Base Area Master Plan. He also indicated that the Facilities Committee planned to have meetings with members of the patrol, ski school, and race program.
Trustee Stetson explained that once adequate feedback has been gathered, the Facilities Committee intends to modify the Base Area Master Plan. Trustee Stetson stressed the importance of taking the time and committing resources to incorporating the feedback into the plan so that the Cooperative will have the information it needs when it undertakes work on the base area buildings. Trustee Stetson indicated that $6,000 of the monies approved for architectural services related to the Base Area Master Plan had not yet been expended and that it seemed unlikely that any of these funds would be spent before the end of the 2012/13 ski season.
Trustee Jondro responded to the second question and stated that the contract with the fund raising consultant, Demont Associates has been signed and the initial payment of $19,750 had been made to Demont Associates. Trustee Holtan explained that in alignment with the Strategic Plan’s goal to ensure MRG’s financial sustainability, Demont Associates had been retained to help the Cooperative assess the philanthropic capacity of the Mad River Glen community. Demont will work to help the Cooperative understand to what extent shareholders would value and support expenditures on land acquisition, building repairs and improvements, snowmaking, and equipment. Trustee Elkind also reminded the group that prior Boards as well as the Finance Committee have concluded that the Cooperative’s income is declining and is not sufficient to sustain the Cooperative in the long-term.
The following forty minutes consisted of spirited and passionate discussion regarding a multitude of topics and varied comments from the assembled shareholders and Board, including (but not limited to) Mark Haviland, Lu Putnam, Joe Perella, Linc Prescott, Lee Minkler, Deb Steines, Ken Eaton, Robin Bleier, Charlie Kettles, Brian Holtan, and the board.
Trustee Elkind indicated that the board and management are evaluating the list of spending priorities for the Cooperative with the help of Demont Associates. He encouraged continued feedback and dialogue from all shareholders.
After discussion the board made clear that it feels it is too early in the process to ask the shareholders a funding question regarding the BAMP / Legacy project.
5:45pm
Review & Approve Minutes of January 19, 2013 – Action
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Abstain |
|
To approve the minutes of January 19, 2013. |
Trustee Jondro |
Trustee Stetson |
9 |
0 |
0 |
5:50pm
Management Report (Jamey)
Operations:
We are currently in our 2nd extended shutdown of the season. This is tough on customers and staff. People seem to be hanging in there patiently and we have not lost staff to date.
We continue to wait for the Verizon site to come on line. Sometime this month is the latest word.
We are currently making snow on lift line of the Practice Slope to give the kids programs more room on the weekend. Most snowmaking is finished on the main mountain.
Share Sales:
We sold 3 shares against a budget of 4 for January. We have sold 21 shares YTD.
Financials:
Preliminary January P&L is showing a loss for the month. As expenses come in this number will most likely increase. YTD we are showing ourselves ahead of budget but this number will decrease as January expenses come in.
5:55pm
Board Development Committee (Betsy)
Trustee Jondro stated that after diligent recruitment efforts by the board and other shareholders there are only three candidates running for the three open positions.
John Stetson In State
Roy Liu Out of State
Eric Palola In State
As in the past, each candidate is to provide a bio and picture, as well as answers to a list of questions determined by the Board Development Committee. All candidates’ bios and questions and answers are due to Sharon in the office no later than Friday, February 15. This led to a motion.
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Abstain |
|
To approve the slate of candidates for the 2013 election. |
Trustee Elkind |
Trustee Holtan |
9 |
0 |
0 |
6:00pm
The Legacy Project Education and Communication. (Betsy and Jamey)
The board will continue to solicit feedback from shareholders. The forum, the website, manning the table in the Basebox, The Echo, conversations on the mountain and other avenues are being considered. Shareholders can also contact board members directly or e-mail at Coopboard@madriverglen.com
6:05pm
Finance Committee (Roy)
Trustee Liu had nothing further to report beyond Jamey’s update.
6:07pm
Review wording for potential a ballot question to make minor correction to bylaw regarding trustee terms and qualifications. (Jim) – Action
During the 2012 annual meeting, shareholders approved an amendment to Section 4.4 of the Cooperative’s bylaws to change the start and end dates of terms of Trustees. After the ballot was printed and mailed, counsel for the Cooperative clarified to the Trustees that the language of the amendment had a minor flaw. The change to the bylaw approved last year removed language that specified that a newly elected trustee had to be qualified and properly elected. The proposed amendment would fix this deficiency.
If the proposed amendment were adopted, the following changes would result in Section 4.4: [proposed added text is shown in bold underlined font, proposed deleted text is shown in bold strikeout font]:
Section 4.4 – Election and term. Trustees shall be elected at the annual meeting. The three persons who receive the greatest number of votes shall be considered to have been elected. Terms of office of trustees shall begin on July 1 of the year of their election, and trustees shall hold office for three years and until their successors are duly elected and qualified or until their offices are sooner terminated in accordance with these Bylaws. The terms of trustees shall be staggered so that one-third shall expire in each year. At the first election subject to these Bylaws, trustees shall be elected for specific one, two or three year terms in order to accomplish this result. Trustees may serve no more than two consecutive full three-year terms.
The board discussed this change which led to the motion:
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Abstain |
|
To approve the question for the 2013 ballot of the proposed amendment to the bylaws. |
Trustee Stetson |
Trustee Jondro |
9 |
0 |
0 |
6:10pm Fundraising Committee (Annika)
Chair Elkind started with thanking the Fundraising Committee for all their hard work and
Trustee Holtan presented the following report
Fundraising is one component to help fulfill the goals of the Strategic Plan. By securing funds for long-range capital needs and potentially building an endowment, fundraising can help maintain the financial stability of the Coop.
The Coop has engaged the services of Demont Associates as philanthropic counsel to field a Campaign Planning Study. The Fundraising committee along with Jamey Wimble and Eric Friedman chose the firm after an extensive fundraising consultant search. Demont Associates has extensive experience with recreational and environmental groups, strong ties to Vermont, the ability to handle a capital campaign of this scope, a proven track record with outstanding referrals and a good rapport with committee members and mountain management.
The FundCom anticipates beginning work next week. During the planning study volunteers from the Board, Stark Mountain Foundation (SMF) and the Coop along with mountain management will work with Demont Associates. Work will include (but is not limited to):
· Developing a preliminary statement of needs and plans,
· Developing and screening an expanded donor prospect list,
· Conducting confidential interviews,
· Engaging Coop members, staff and friends via an on-line survey.
Quantitative and qualitative findings will identify and rank by priority important issues, lead to a recommended minimum campaign goal, timetable, strategy and organizational plan, among other deliverables.
The FundCom and SMF continue to work closely together. Last week, representatives of the committee and SMF attended a seminar on Fiscal Sponsorship to better understand SMF’s role as a partner with the Coop on fundraising efforts.
She then introduced Bob Demont and Laura Simmers of Demont and Associates. Bob gave a brief overview of his company and other Vermont projects he has worked on including The Green Mountain Club, Vermont Disaster Relief and Camp Keewaydin. He explained the start of the process and stated he would work to best help us accomplish our strategic plan.
6:25pm Facilities Committee (John)
Trustee Stetson offered the following report.
Members of the FacCom will continue to participate in informational sessions with focus groups,
shareholders and the public to fully vet concerns regarding BAMP. We will track comments and
share those comments via the Forum and elsewhere as practical. Further refinement of the
program and schematic design will be done when the comments have been compiled and analyzed.
The process is working. The FacCom has been receiving thoughtful and detailed feedback on BAMP. Comments
include:
· Do not make the skiing more expensive
· Please add toilets for women
· Add a vestibule at Birdcage
· Delete the break room in the patrol area
· Ski school desk must be in the same location as the kids and lunch program
· Why put money into the buildings rather than snowmaking or lifts?
Clearly, there is still work to be done on the master plan. Once staff and shareholder comments have been compiled and analyzed, we will determine how best to revise the Base Area Master Plan.
The revised Base Area Master Plan will guide the Cooperative in spending its limited resources on building changes Funds will be needed for deferred maintenance until decisions are made to move forward with elements of the master plan.
One point that has consistently been raised has been the need to study the on-mountain
facilities, including snowmaking, lifts and buildings. If the Board were amenable, the FacCom
could expand its mission to address these facilities.
The board discussed and approved the Facilities Committee offer to do so.
President Wimble also led a discussion about snowmaking challenges and limitations at MRG including water availability, capacity, storage, and cost. He took an action to share additional information regarding this topic at the March Board mtg.
Trustee Bruns thanked all the prior board members and shareholders for their input and encouraged them to continue to provide feedback.
At the conclusion of the meeting, Chair Elkind spoke of the larger picture and expressed gratitude to the Facilities Committee for helping the Cooperative create a facilities plan – a long-time goal expressed in the Cooperative’s Strategic Plan. He repeated the Board of Trustee’s interest and desire to adjust the Base Area Master Plan to address comments of the shareholders and staff. He also emphasized the importance of philanthropic giving to the Cooperative’s financial health. Finally, he thanked shareholders for attending the meeting and said that he hoped many would continue to attend future meetings.
6:38pm Action Item Review (Jon)
|
Action Item |
Responsible Party |
When |
STATUS |
|
Recruit new candidates for the board. |
All |
By mid January |
Done |
|
Develop communications and fundraising timelines regarding BAMP/ Legacy project. |
Trustees Jondro and Holtan, Eric Friedman |
|
Ongoing. |
6:40pm
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Abstain |
|
Motion to Adjourn |
Trustee Lesure |
Trustee Stetson |
9 |
0 |
0 |
Respectfully submitted,
Jon Anderson
Secretary
The following is the complete letter and petition as shared by Shareholder Meier:
.
Talking Points MRG Bd. Mtg –Feb. 2-2013
We are distributing to the Board our petition for inclusion in the minutes. After discussion with the Board, we will pass to the Secretary our supporting rationale, also for inclusion in the minutes. We are disappointed the Board has decided not to treat this major issue as an action based agenda item but rather only as a shareholder comment. We believe that the below 8 board signatures representing 42 years of board experience along with 17 shareholders, including the board’s former counsel, underscores the importance of this issue.
We attempted to contact 22 former board members and were successful in reaching 12. Of these 8 have signed the petition and of those not signing many share our goals.
Prior to continuing our presentation, we would like clarification on:
#1 What is the priority of the BAMP as presented at Green and Gold and currently estimated at $6.2 million.
a. Moving forward as fast as possible-same priority as previously.
b. Scaled back and refocused.
c. On hold.
d. Is any more money to be spent on BAMP in this fiscal year?
(Trustee Stetson answered refocused and $6,000)
#2 What is the status of the contract with the fund raising consultant
a. Signed.
b. In preparation
(Trustee Jondro answered signed)
Board answer to #2- If signed why were we not so advised on Monday, Jan 28 when Board president advised by e-mail of petition and agenda request.
We do not understand the reluctance on the part of the Board to get a preliminary and non-binding tangible measure of support for BAMP and the associated means of paying for it through fund raising. We would remind the board of the procedure followed by a previous Board that led to the very definitive vote and successful capital campaign or the single chair.
We believe that it would be prudent to delay a final decision on engaging a Fund Raising Consultant until after the annual meeting.
#1. There may not be shareholder support for progress in this area.
#2 By April the Board should know the availability of funds for the balance of the fiscal year. If as appears today there will be insufficient funds to cover normal operations, then essentially we will be borrowing this $40,000 either through our line of credit or against next year’s sales.
#3 It is not clear what the consultant will be surveying. Is it BAMP, the 20th, snowmaking or subsidizing shortfalls. Given the current vagueness of goals, how reliable or current will any findings be? Might we not be putting the cart before the horse, end up with unusable information, much as seems to be the case with the initial architectural design of the Ski Patrol/Ski School building.
#4 We have no desire to usurp the Board’s $300,000 spending authority, but would remind them that these expenditures are not mutually exclusive but linked to an outcome that will well exceed $300,000
In conclusion, there is a relatively simple and efficient way through a ballot question at the scheduled annual meeting to decide this issue and move forward in a united manner. It would be in accord with a democratic process to resolve conflicting view points and in as a politically active organization as the Coop, the right thing to do. We ask that you decide to put the question as proposed on the annual ballot along with the appropriate pro and con rationale.
2013 Annual Meeting Petition
The undersigned request that the Cooperative Trustees include the following question on the ballot for the 2013 Annual Meeting of Owners
&nb
