Board of Trustees Meeting Minutes January 14, 2012





Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, January 14, 2012




After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:09 p.m. on Saturday, January 14, 2012 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.






Bruns (Chair)




Elkind (Vice-Chair)


Liu (Treasurer)


Godwin (Secretary)













Also present was President Wimble. There were 3-7 shareholders present throughout the meeting.


5:09 Call to Order


Trustee Bruns (Chair) called the meeting to order at 5:09.


5:10 Shareholder Comments and Questions (SHC’s/SHQ’s)


Shareholder Blier thanked mountain staff for opening the base area and services during the holiday period.



5:12 Approval of Minutes



Made by

2nd by



To adopt the minutes of December 10, 2011, as amended via email.






5:15 Management Report




Snowmaking has been very slow with marginal temperatures. However, we have been able to cover the main run-outs off the hill. Still have a couple things left to do but should finish up soon with next week’s forecast.


We continue to negotiate with Verizon. Still hoping to do construction next summer.


The slow start has been tough on customers and employees. Morale is ok but people are eager to get to work. Have not lost any employees to date but it is a concern.


The few days the mountain was open there were many positive comments on changes in the bar, particularly the fireplace room and removal of the booths.


We also opened the pub on a couple of days as people were around over the holiday and hiking but lifts were not running. All seemed to enjoy the fact they could have a beer and a snack and hang out with family and friends. It is also low overhead cost to have bar open.


We added some terrain park features to the top of the Practice Slope and the freestyle kids were really enjoying them. Trying to make lemonade with lemons.


Share Sales:


We sold three shares for the month of December against a target of four. Ten shares have been sold YTD.




December financials are pretty bleak with little to no snowfall for the month. At the end of December we are now significantly behind budget NOI. Cash is about even with last year at this time.


5:25 PM Board Development Update – Anderson

       Review election calendar/schedule

       Discuss candidate slate and incumbents

       Discuss/finalize ballot question re: term timing (Bruns)


Trustee Anderson reviewed the calendar, process, and date timelines. He and other Board and Board Development members met last weekend to discuss this year’s plans. They have recommended making the video biographies optional. The Board discussed and suggested providing a common questionnaire for each candidate to answer, which Trustee Anderson will consider a questionnaire with the committee for a decision by the next Board meeting (4 Feb 2012).


This year, Trustees Elkind, Lesure, and Lange are up for re-election. Trustees Elkind and Lesure confirmed that they will put their names in the hat to seek second terms.


The candidate slate will be reviewed and approved at the next Board meeting (4 Feb 2012). Biographies will be due by Feb 11th to be processed and mailed according to necessary timelines and notification periods.


Trustee Bruns shared the modified by-law amendment and associated rationale regarding a shifted trustee term for use at the Annual Meeting with the Board. He will forward for final review and approval at the February Board meeting.



5:45 PM Committee & Working Group Reports


Finance Committee (Liu) – The FC met earlier this week and reviewed the current financials. December was not pretty. The FC continues to discuss the timing associated with the establishment of the reserve fund. It was reminded that the current CD will be a starting point to work from.


Facilities (Stetson) – Trustee Stetson shared handouts of a project plan for the Base Area Master Plan. Great progress has been made by the committee. The Board discussed timing, priorities, zoning, and permitting. Additionally, the Board discussed shareholder involvement / voting and approval steps as well as Board approvals along the way. At this early stage, the next step is to create and put out a RFP to seek conceptual cost estimates for each of the phases. No monies are committed or approved at this point. The cost estimates will be put into a matrix for communications and to help understand all that is involved. Trustees Lange and Stetson agreed to include and share information as available with the Stark Mountain Foundation regarding potential fundraising and grant request opportunities. Stetson hopes to receive information back from design firms by the Board’s March meeting, with the potential for discussion at the Annual Meeting in April.


Planned Giving/Endowment Research (Lange) – Trustee Lange described progress he and Trustee Elkind have made regarding understanding potential fundraising organization assistance. He has spoken with representatives from the Vermont Community fund which could greatly help, especially in the area of planned gifting. Trustee Lange and representatives from the Stark Mountain Foundation will be meeting in the next month to share information learned.


Following the Committee updates, shareholders asked questions and a short discussion ensued. Shareholders suggested that mailings are the best way to reach most/all shareholders, that friendly debt should be considered if necessary (shareholder bonds), and the Board should have nametags/titles at Board meetings.



NHR Update (Bruns) – Trustee Bruns shared the latest progress with the NHR application. He asked for any final edits or inputs regarding the application. The Board agreed that the application is now ready to be submitted. A final version will be made available shortly. NHR approval and listing is expected this summer following local, state, and federal review.



6:20 PM Action Item Review (Liz)


See below for action item list.


6:25 PM Adjourn



Made by

2nd by



To adjourn





*Trustee Liu left prior to the adjournment







Action Item

Responsible Party


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 Feb meeting, all on coop website.

Summer capital vs. budgeting expense discussion. Incorporate into budget for planned summer spend 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.

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.

Reach out to fundraising experts

Trustee Lange, Trustee Elkind to assist

New (Dec). – Complete. Remove.

Talk with Fayston zoning

President Wimble

– Complete. Remove.

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.

Display the poster boards of the BAMP used by the Burley Partnership in the Basebox

President Wimble

Need to find location in BaseBox.

Review NHR Section 7 and provide feedback to Trustee Bruns


– Complete. Remove.

New 14Jan12 – Anderson to review w/ Board Development potential questionnaire for candidate responses.

Trustee Anderson


New 14Jan12 – Anderson to complete final candidate slate and present at February Board mtg.

Trustee Anderson


New 14Jan12 – Lange to catch up with SMF representatives regarding Vermont Community Fund

Trustee Lange


New 14Jan12 – Bruns to send updated ByLaw Amendment to Board for review

Trustee Bruns




Respectfully submitted by Lars Bruns on behalf of Secretary Liz Goodwin.