Board of Trustees Meeting Minutes January 19, 2013

Draft Version 1/26/13

Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, January 19, 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, January 19, 2013 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

Also present were President Wimble and 8 shareholders.

5:02 pm

Vice Chair Stetson called the meeting to order. He welcomed all to the meeting and asked for shareholder comments.

Joe Perella spoke at length about the policy on uphill skinning during operational hours. He mentioned other Vermont areas that allow this and questioned whether it was open to discussion at a board meeting or purely an operational decision. The board continues to believe it is an operational issue and defers to President Wimble and John Ayers on this decision. Jamie and Joe agreed to meet to explore options to satisfy both parties.

5:18 pm

Review & Approve Minutes of December 8, 2012 – Action

Review & Approve Minutes of December 14, 2012 – Action

5:20 pm

Management Report (Jamey)

The mountain opened on Christmas Eve and was followed up by a 2 foot snowfall which led to an epic holiday week. MRG had 3 days of record breaking revenues.

A holiday party was held for employees 1-6-13 to reward them for the hard work done over the holiday period.

All this good was followed by an extended January thaw that forced us to suspend operations 1-14-13.

Still expecting Verizon tower to be online in February.

Snowmaking operations have resumed on the main mountain

Scanning has been working fairly well. There has been some negative feedback that this is not the Mad River way but there has been more positive than negative feedback. Many people are excited that we are checking tickets diligently.

Share Sales:

We sold 6 shares for the month of December against a budget of 4. We have sold 18 shares YTD.

Financials:

December was a great month financially. This was achieved due to not running before Christmas and being full throttle Christmas week. We had all the big income from the Christmas week without the expense of the first 3 weeks of December.

5:25 Board Development (Betsy)

Trustee Jondro reported that Trustee’s Stetson and Liu have agreed to run for another term. Trustee Bruns is completing his second term. There is one, in-state shareholder currently interested in running. The board will continue to recruit shareholders to run and or to serve on committees with the potential to run in the future.

5:30 Finance Committee (Roy)

Trustee Liu reported on the Fiscal Year 2014 planning calendar and the strategic assumptions being used for the 2014 budget. In a brief discussion, the board and President Wimble concurred that MRG would continue to use the same pricing strategy as it has in the past. We aim to be in the middle of the price range for Vermont ski areas for weekends and holidays. President Wimble indicated that mid-week skiers do not seem to be as price sensitive as they have in the past and this gives us a little room on the mid-week passes. He also reported that the Finance Committee concluded in November and December that the Cooperative required funds above and beyond net operating income and realized the importance to the Cooperative of understanding the fund-raising capacity of its community. This, combined with the capital requirements of the Legacy Project, led the Finance Committee to approve up to $45,000 to engage a consultant for external fundraising. After discussion the Finance Committee voted unanimously to approve that amount.

5:35 Facilities Committee (FacCom) – John

Trustee Stetson reports members of the FacCom will continue to participate in informational sessions with focus groups and with the public and shareholders at large. We will track comments and share those comments via the Forum and elsewhere as practical. Further refinement of the program and schematic design will occur as information is available and compiled.

Trustee Stetson also reported that he and several other Trustees had “tabled” in the Base Box to gather feedback from skiers. The great majority of feedback has been positive with respect to the concepts identified in the schematic design. This said, those who have reviewed the plans for the base area have questioned the Cooperative’s ability to pay for the project as envisioned.

Shareholders are encouraged to provide feedback on the Forum, through focus group meetings, to Board members by the video kiosk, to members of the Facilities Committee, through the suggestion box, to MRG management, and directly to any of the above through phone, email, or other means.

Once released to proceed with design, 8 to 12 months are required prior to beginning construction, depending on the agreed-upon scope of work.

Trustee Stetson is also planning a meeting with the Ski Patrol to review the plan. (Tentative date 2/9)

.5:40 Fundraising Committee (FundCom) – Annika

Trustee Holtan presented the following report.

The FundCom was formed in November 2012 and directed by the Board to identify a consultant who will help the Coop understand potential capacity to generate the capital and endowment funds needed to fulfill the goals of the Strategic Plan. A Request for Proposal was developed and sent out to six firms. The FundCom narrowed the list down to three and interviewed those firms last Sunday, January 13.

The criteria for selection included: experience with recreational and environmental groups, strong ties to Vermont, ability to handle a capital campaign of this scope, a proven track record with outstanding referrals, a good rapport with committee members and mountain management.

The FundCom, along with Jamey Wimble and Eric Friedman, unanimously agreed that Demont Associates had the strongest proposal and met all the criteria detailed in the RFP. We propose conducting a Planning Study over the next three to four months to:

·         Identify the most compelling elements of the campaign to major donors and shareholders: confidential, qualitative and quantitative findings

·         Engage and enlighten prospective donors and leaders

·         Expand and validate donor prospect list

·         Recommend a minimum campaign goal, budget, staffing, timetable, strategies and organizational plan

This will enable the Board to gather and better understand information regarding the critical question of how to fund multiple projected needs to ensure MRG’s continued viability in alignment with the Strategic Plan.

The cost for Demont Associates to complete their Planning Study as proposed is $39,500, with half payable when the job is awarded and the balance due upon presentation of the final report. FundCom recommends to the Board that we engage Demont’s services to begin work immediately. Once approved, Demont will want to meet with the FundCom and Board members to plan presentation of preliminary findings to the shareholders at the April meeting. These deliverables include: Ordering of priorities, Affirmation of the Case Statement, Potential areas of concern, Staff/Board/Fundraising strengths.

The Board discussed this report as well as the Finance Committees. This led to a motion.

5:55 pm Education and Communication (Betsy & Jamey)

There will be a large portion of the next Echo devoted to the BAMP/Legacy project. The Monitor in the Basebox is getting repeated views, the manned table is getting good feedback and we will continue to use the web site and forum to share information.

5:58 pm Action Items (Jon)

6:00 pm

Respectfully submitted,

Jon Anderson

Secretary