Board of Trustees Meeting Minutes February 4, 2012

Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, February 4, 2012

 

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 4, 2012 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustee	Attendance	Trustee	Attendance
Bruns (Chair)	Present	Lange	Present
Elkind (Vice-Chair)	Present	Liu (Treasurer)	Present
Godwin (Secretary)	Present	Lesure	Present
Anderson	Present	Stetson	Present
Jondro	Present

 

Also present was President Wimble. There were five shareholders present.

 

5:05 Call to Order

 

Trustee Bruns (Chair) called the meeting to order at 5:05 and welcomed the assembled shareholders to the meeting. He extended a special thanks to the employees at MRG for enduring what has been so far a painful snow season. He also noted that the Cooperative received thanks from a local family for our donation to the MRV Community Fund post-Irene flooding.

 

5:07 Shareholder Comments and Questions (SHC’s/SHQ’s)

 

None at this time.

 

5:08 Approval of Minutes

 

Motion	Made by	2nd by	Aye	Nay	Abstain
To approve the minutes of January 14, 2012.	Trustee Jondro	Trustee Anderson	8	0	Trustee Godwin

 

 

5:08 Management Report

 

Operations:

 

Amended contract with Verizon has been signed and an Act 250 application has been submitted . The amended contract allows them to run fiber to Birdcage and in exchange they will replace Birdland power poles and run fiber to our buildings for us.

 

We continue to get good press even with lean snow. We were on channel 3 and 5 Monday and Tuesday evening when conditions looked good and the report was very positive.

 

Roll Back the Clock day went well and skiing was pretty good. Our total dollar volume for the day was just as good as last year!

 

Staff is still holding up. It is getting old to have the skiing get close and then rain on it but as Bart, our Assistant Patrol Director, said we are “maintaining.”

 

Our numbers are very poor to date but this year much of the whole country is suffering from not only lack of snow but warm weather. Most are reporting 10-15% down. Another trend that tends to happen when skiing gets like this is death tolls. Five deaths were recorded last week in the US.

 

There was another strong push for on-snow personnel to be required to wear helmets. This was quickly stopped by VSAA with assistance from legislators. This would require that all on snow employees on the clock would be required to wear a helmet. We will continue to monitor this subject as it could have an impact if it is considered PPE and employers would be required to equip on snow personnel with helmets.

 

On a positive note the Cloud Store and Liftopia are working for us. We have gone out with a “bad luck winter” midweek ticket online for $13. It is working and we also did a $25 online S*per B*wl ticket that had sold 43 tickets as of February 3. S*per B*wl Sunday is normally a light day so we are trying to push it.

 

Share Sales:

 

We sold two shares in the month of January against a target of four. Twelve shares have been sold YTD.

 

Financials:

 

Preliminary January income is below budget. By conserving cash, we have maintained adequate cash reserves. We will lean out the operations to conserve cash where we can. Summer work list will most likely be reduced due to our cash position.

SHC/Q: SH Bleier advocated for availing ourselves of any possible other ways to raise revenue when snow is bad. The Board and management continue to pursue all reasonable and profitable ways to increase revenue; however we are realistic that there is only so much that ancillary events can do to make up for lean skiing.

 

5:25 PM Board Development Update – Trustee Anderson

 

Trustee Lesure and Trustee Elkind have agreed to run again for Board. Annika Holton has declared candidacy for an in-state seat.

 

The proposed slate is:
Jim Elkind (OOS)

George Lesure (IS)

Annika Holton (IS)

All three are SH’s in good standing.

 

There was clarification that write-in candidates were free to run for a seat but that the deadline for declaring candidacy to be included on the slate has passed.

 

Candidates must submit their biographies to the MRG office by February 12.

 

Candidates must also address the questions developed by the Board’s Development Committee either in writing or in a video that can be done with the help of the Co-op office. These are due to the Co-op office by February 18^th and will be posted on the Co-op web-site.

 

Motion	Made by	2nd by	Aye	Nay	Abstain
To approve the proposed slate of candidates for the 2012 election.	Trustee Anderson	Trustee Liu	8	0	1 Elkind

 

The proposed By-Law amendment was reviewed and discussed at the last Board meeting. Trustee Emeritus Finnerty was consulted via email and replied that he was of the belief that the proposed change was unnecessary.

 

General Board consensus was that despite a general respect for the input of Mr. Finnerty, they believed the proposed motion would be more beneficial than not.

 

SHC: Trustee Emeritus Appleton postulated that the By-Laws were so well-written that the change was unnecessary.

SHC: SH Bleier concurred with Trustee Stetson’s statement that it would be easier to get new trustees to come to “lame duck” sessions than to get outgoing ones to do so.

 

 

Motion	Made by	2nd by	Aye	Nay	Abstain
To propose the change to the By-Laws as follows: 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 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. In conjunction with this change in terms of office, the term of each trustee currently holding office will be extended by three months so that each term ends on June 30th of the corresponding trustee’s term year.  This extension will create a one time exception to the two consecutive three-year limitation.   To be placed on the ballot as a question for shareholders.	Trustee Stetson	Trustee Elkind	9	0	0

 

5:45 PM Committee & Working Group Reports

 

Finance Committee (Trustee Liu)

 

Times are tight; management and staff are doing their best to keep costs down. The FC will probably re-evaluate in April what can be allocated to the capital budget for the summer; Trustee Liu doesn’t believe it useful to do so now. Trustee Stetson disagreed and thought that certain “have-to” items should be looked at; President Wimble pointed out that those items are already in the regular budget and have not been eliminated as part of the cost-cutting measures.

 

Trustee Liu also commented that several people had asked for a budget forecast through next year looking at the possibilities in case snow conditions continue to be this bad for two years running.

 

Facilities (Trustee Stetson)

 

The Facilities Committee has completed the Request for Proposals (RFP) for the implementation of the first phase of the Base Area Master Plan.  The RFP will be distributed to interested and qualified architectural firms for proposals.  The Committee will work with Management to develop an appropriate list of firms.  No funds will be spent or authorized until the selection process is complete and approved by the BOT.  A recommendation for approval to retain a firm is anticipated by the Annual Meeting. 

 

SHC: SH Penny Parson noted that the BAMP does not mention the Naturalist Program and that we should include it in the BAMP because it’s an award-winning program and could be a big selling point for any fundraising.

 

Trustee Lange liked the idea of expanding the retail shop and would like to see projections of whether additional space could bring in additional revenue; he pointed out that the ROI on giving the store more room earlier in the process (it is currently scheduled for Phase 3) might be worthwhile.

 

SHC: Patrol Director John Ayers pointed out the importance of not just considering the new potential building as the “Patrol Building,” as it would also be including Ski School and other valuable services.

 

NHR Update (Lars)

 

There is a final, to-be-submitted version of the National Historic Register application for our Cooperative.  Many and special thanks to Lyssa Papasian, Ellen Strauss, Jamey Wimble, Eric Friedman, and others for their diligence and attention to detail, no less patience in this process.  Next steps are as follows:

1)      Final informal review by Sue Jamelle.  This is her second review with changes she requested incorporated (Lift hut details added).

2)      Formal submission to the VT DHP w/ photos and cover letter by Sue to Jane@DHP.

3)      Potential final tweakings and edits by the VT DHP Advisory Council.

4)      MRVPD CLG review and notification period.

5)      March/April – formal VT DHP review and approval.

6)      Submission to the National Historic Register.

 

Planned Giving/Endowment Research (Gary)

 

On the Planned Giving/Fundraising front, there are ongoing discussions with SMF. SMF is doing its own due diligence to ascertain what aspects of the base area master plan fit within its mission and how it might fund grants related to the Base Area Master Plan. It needs to make sure that T’s are crossed and I’s are dotted to make sure that the autonomy of both entities is clear, and within the IRS guidelines so that there are no issues which could impact its 501(c)(3) status.

 

SMF is meeting with Peter Espenshade of the Vermont Community Foundation. The purpose of that meeting will be to see what VCF can offer by way of administrative assistance on the planned giving front, and any costs that would be associated.

 

When the time is right, after SMF has completed its due diligence, and MRG has a firmer idea of its funding needs, MRG should put together a formal grant application to SMF for its Base Area Master Plan fundraising needs.

 

6:21 PM Action Item Review (Liz)

 

See below for action item list.

 

6: PM Adjourn

 

SH Bleier reiterated his belief that there is no effective SH communication regarding committee meetings and the Co-Op. He also noted that one bad season does not a ski area make. Trustee Bruns agreed that we have room to improve on warning SH’s of upcoming committee meetings. He also pointed out that the bulletin board in the Basebox has been very up-to-date with paper copies of minutes, the Master Plan, and other documents of interest to SH’s. He additionally noted the website, Forum, and Echo as other ways for SH’s to get information. Trustee Godwin added that Marketing Director Friedman’s Co-Op Update email was a way of keeping SH’s posted via their inbox.

 

 

Motion	Made by	2nd by	Aye	Nay
To adjourn	Trustee Liu	Trustee Lange	9	0

 

 

Action Item	Responsible Party	STATUS
Cull policies and procedures from minutes on Co-op webpage docs.	Trustee Jondro	Still in progress. All are cleaned up, all in the same font, pull out of minutes, etc. Target done date by March meeting, all on coop website.
Summer capital vs. budgeting expense discussion. Incorporate into budget for planned summer spending to see/understand what is where in terms of spend for more or less.	Trustee Liu to close by Feb mtg.	New item (Sep). FC needs to revisit. In progress (Dec). Roy to close w/ FC mtg by Feb Board mtg. Discussed by FC at Feb Meeting. Done.
Prepare RFP(S) for design services Prepare timeline – Done/dynamic Prepare list of potential design firms	Trustee Stetson	New item (Dec). RFP’s to be in motion by February meeting. Done.
Put Master Plan on website and link on Forum	President Wimble Eric has it, putting it on next week.	New (Dec) – Partially complete. BAMP copy in Basebox and on Forum. Needs posting on Website. Done.
Display the poster boards of the BAMP used by the Burley Partnership in the Basebox	President Wimble	Need to find location in BaseBox. Done.
New 14Jan12 – Anderson to review w/ Board Development potential questionnaire for candidate responses.	Trustee Anderson	Done.
New 14Jan12 – Anderson to complete final candidate slate and present at February Board mtg.	Trustee Anderson	Done.
New 14Jan12 – Lange to catch up with SMF representatives regarding Vermont Community Fund	Trustee Lange	Ongoing.
New 14Jan12 – Bruns to send updated ByLaw Amendment to Board for review	Trustee Bruns	Done.
Establish and publish schedule for Finance Committee meetings to be held during the remainder of this fiscal year	Trustee Liu