Board of Trustees Meeting Minutes February 9, 2008





Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, February 9th, 2008

Draft – Pending Review



After due notice, a Board of Trustees meeting of the Mad River Glen Cooperative was convened at 5:16 p.m. on Saturday, February 9th, 2008 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.


Trustees Jay Appleton, Paul Finnerty, Geordie Hall, Steve Mackenzie, Bill Reynolds, Rick Moulton, Jed Kalkstein and Lars Bruns were present.Also present was President Jamey Wimble and approximately five shareholders.




Jay Appleton, chair, called the meeting to order at 5:16 p.m.



Regarding the draft January 12th, 2007 minutes, Trustee Finnerty moved to accept them and Trustee Moulton seconded the motion.The trustees approved the January 12th minutes, without changes by a vote of 8-0.Trustee Hall complimented the Secretary on the timely completion of the minutes.




Shareholder Liz Goodwin also liked the fast posting of the minutes by the Board.Shareholder Deri Meier wanted to commend Patrol Director John Ayers for his creative thinking in working out a tough situation re: The Lifelink Backcountry race trail closure and an upset customer.“Great job handling an irate skier who wanted to ski the closed trail, and finding an amicable solution.”




President Wimble discussed the management report.He felt that January was a bit slow due to the thaw.We did experience some issues with the bathrooms.The mechanical plumbing problems have been solved, and he hopes for a successful year to enable some additional improvements via capital expenditure this summer.Unicel plans to be online with cell coverage at the mountain in time for President’s week.Jamey is also looking at the Fayston “current use” program for our land and forests, which could provide the coop with substantial local property tax benefits.The investigation is just beginning, and this will be looked into with much caution.The cooperative’s property taxes are approximately $40k per year.


There was a shareholder question regarding the Fayston tax “current use” program and if this is something similar to other agricultural/residential tax abatement programs.Jamey answered that there are two portions for Fayston, an “open use and a forest use”.Jamey mentioned that Bolton Valley has a similar type of program established with the town of Bolton.Upon reflection of the agricultural potential of the coop lands, Trustee Reynolds suggested we could consider growing hemp as another potential source of revenue.


From an operations perspective, Jamey reported that the Single has been running very well but was throwing some faults in January.He mentioned that CTEC electricians came in to assess the faults and modified the lift’s low voltage system.Since then we have had no faults on the lift and things are going well.There is a small slow leak coming from the gear box which will be taken care of this coming off-season.Other than these items, the lift has really been running great.Jamey mentioned that new lifts don’t generally start up and run this smooth.Trustee Hall inquired about the wobble on the depress towers.Jamey mentioned that these continue to be monitored.He also commented that we utilize lattice towers, which are built to move.


Trustee Kalkstein felt it may be useful to share this info re: wobble/engineering of the depress towers onto the listserv or via Eric Friedman’s email updates.Trustee Reynolds asked if the VT tram inspector had voiced any concerns about the wobble, and if he felt the hold down towers were a problem.Jamey answered that the tram inspector did comment on this and is not overly concerned.Jamey mentioned that the lattice towers are built to move and that we’re looking at a plan to potentially stiffen them up some more this coming off-season.Chair numbers will be redone in the summer.


For January we sold 16 shares YTD, and have redeemed 2 shares since last board meeting.




Jamey reviewed the January P&L and fiscal YTD financials.He commented that January was slow.We were down about $68k in ticket sales, but only $20k down off budgeted revenue overall.He commended the other departments who had a strong month and helped pick up the ticket sales shortfall.From a budget perspective, we are ~$20k behind budget YTD.The Double bonds are due in June at ~$84k to be paid to the bondholders.


Trustee Moulton noted that sales seem okay but we are off budgeted net income….why? Other Trustees followed with many questions on the budget, expenses, and net income to date.Jamey mentioned that budget expenses usually take into account an average of the last 3 years of expenses.We factor in about 80k skier visits per year and adjust the revenue from there.Trustee Moulton mentioned that he has been reading the draft of the MRG History / 60th Anniversary book.He commented that it was astounding how many years of loss there are in our history.What pulled Roland out year after year seemed to be real estate sales, Moulton observed.Trustee Moulton commented that we have to be very careful and conservative.There was a comment and suggestion from Trustee Hall re: Bond holders and pending redemption.He suggested seeing if the bond committee would suggest to bondholders the ability to roll over their bond payments as tax-deductible contributions for the Single Chair campaign.Shareholder Deri Meier (who also sits on the bond committee) mentioned he would bring this up at their next meeting.


Trustee Bruns inquired about the continued monthly overage in budgeted expenses.Jamey mentioned that December was close, but that November was off.Jamey mentioned that January expenses appear to have been higher due in some part to increased basebox expense.This was due to unexpected infrastructure fixes needed for the plumbing, supplies/inventories, as well as kitchen equipment/bakery hood expenses.Jamey also commented that band expenses and wages were contributed to the overage a bit too. Vermont payroll tax increased and January had five weeks of payroll versus the budgeted four.


Jamey commented that the bar has been functioning and operating very well, outperforming the cafeteria for the first time in memory.He generalized that the Basebox is labor intensive and requires more people.


A discussion then took place regarding capacity of the facilities, liftlines, parking lot, etc.Jamey mentioned that we were just about maxed out capacity-wise this past weekend for a mountain, facilities, and staff of our size.Trustee Kalkstein commented on the economic theory of supply and demand, asking if perhaps we should consider raising prices since we struggle year by year to hit our $200k capital expenditure requirement yet have liftlines when the snow is good.


A shareholder commented that when the development and freestyle teams use the Single, they should follow policy and alternate taking Single chairs with customers.Additional questions and comments were made regarding liftlines, facilities, and potential utilization of the birdcage lodge and lift for ski school/lessons, etc.




Trustee Kalkstein spoke on behalf of the absent Trustee Schoenholz.The Finance Committee did not meet since the last Board meeting.The shareholder redemption policy was left unchanged.One share per month will be redeemed.



ELECTION COMMITTEE (Trustee Finnerty):

Trustee Finnerty commented that the Election subcommittee has received a number of candidates for the 2008 Board election.All of the candidates are in good standing with the Cooperative.Trustee Reynolds moved and Trustee Kalkstein seconded the motion to approve the following candidates for the 2008 Board Election Ballot:


For In-state: (two seats): Geordie Hall, Steve MacKenzie, and Betsy Jondro

For Out of state (one seat): Liz Goodwin, Bruce Bulton and Bruce Depper


During open discussion, Chair Appleton commended Trustee Finnerty on the fine slate of candidates for the ballot this year.


It was then voted 8-0 to approve the above candidate slate for the 2008 Board election ballot.




Trustee Hall mentioned that the campaign has reached the $1.5M mark and is only $150k short of our goal.He reminded everyone that we want to sell all the new chairs, increase shareholder participation and that we have started the telemarketing campaign.If each shareholder were to contribute an average of $100, we would make most of what we needed. Trustee Bruns thanked Trustee Hall for his succinct report.


Shareholder Betsy Jondro wanted to mention that in Tyler Stetson’s memory, we have raised over $9k in his name.She also commended the care that his family and friends received while they were with us during Tyler’s memorial service last Saturday morning.




Trustee Appleton commented that the Board has made some communications on the list serve in the past via round robin discussion.


Trustee Kalkstein commented that in the past it was initially round robin between Board members and then communications came from the Board chair.Trustee Moulton mentioned that Board’s current function via email seems to work well.Many agreed that the key is to communicate.The Board then discussed recent emails on the list serv and general informal opinions that we should circulate individual or drafted thoughts/messages to the other board members before responding directly to list-serv emails.


After a short discussion, it was determined that Board communications between meetings should be shared with the other Board members usually via email, and that the Board Chair can then determine the next course of action.President Wimble suggested that questions are often operational and that the Cooperative President should work with the Board Chair as needed.Trustee Appleton asked if the other trustees were comfortable.Trustee Mackenzie commented that he was comfortable so long as we say “we heard you, we’re listening, we’ll bring it up” to shareholders.




Speaking on behalf of the Executive committee, Chair Appleton reported that the new financial controls policy was discussed, approved and implemented.He also stated that the committee approved the purchase of inexpensive indemnity bonds in recommended compliance with Section 8.3 of the bylaws.


Trustee Bruns commented that the Strategic Plan subcommittee has one meeting remaining re: “customer experience”, and that a readout on the four topics will be available for the annual meeting.


Trustee Moulton complimented Patrol Director John Ayers regarding the “western style” of open gates on the cliff bands under the Single and the Double.




No new business.




No closing comments.




Due to the telefest taking over the basebox on March 8, the next meeting of the Board will be on Saturday, March 15th 2008 <![if !supportAnnotations]>[BR1]<![endif]> at 5pm on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.




Trustee Mackenzie made a motion to adjourn the meeting, seconded by Trustee Reynolds.The meeting was adjourned after an 8-0 vote to adjourn at 6:19pm.





Respectfully submitted, Lars Bruns


A true record.







Lars Bruns, Secretary

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 <![if !supportAnnotations]>[BR1]<![endif]>See Jay’s e-mail message of 1/17/08.

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