Board of Trustees Meeting Minutes: January 19, 2019





Board of Trustees Meeting

Mad River Glen Cooperative

Saturday, January 19, 2019




Meg Hourihan (absent)

Leigh Michl

Eric Palola

Meg Schultz

Ron Shems

Matt Lillard

Matt Milan

John Tobin

Matt Kenny

Barclay Rappeport



5: 05 PM       Call to Order
                              Welcome & Shareholder Comments – there were no Shareholder comments.
          5:10 PM        Approval of Minutes of December 15, 2018 and December 10, 2018 meetings


Matt L suggested deleting – “see attached” from the December 15th draft minutes, Fundraising Committee Report, as the report is confidential.


Motion: that the minutes of the December 10, 2018 meeting and the December 15, 2018 meeting (as amended above) be approved.


Matt K move, Barclay second

Motion carries unanimously.


          5:15 PM        Management Report (Matt L) See Attached
Matt L. noted that skier visits and BaseBox revenue are up 43% and 40%, respectively, over the prior year and that BaseBox expense ratios are also favorable.  Rental Repair are also up significantly over last year while the Retail shop is even.


Virginia being out has had quite an impact but she should be back soon and management is grateful for the work she has done and is looking forward to her return!


It was suggested that there be a dedication to Roland Palmedo at the 70th anniversary on January 26th.


MRG is now offering free skiing to furloughed government employees, launched on social media and webpage. Will put a press release out soon. Good for mid-week non-holiday.


Snowmaking is expected to be completed for the season.  Matt L. noted his appreciation for the efforts of Ry Young and Jason Martin to this season’s snowmaking operations. Matt L also noted that that the new guns, pump, and other infrastructure allowed the Coop to be much more productive in snowmaking:  The Coop was able to make more and better snow in less time (359 hours versus 515 through the same point last season), thereby reducing payroll costs and, with the new Green Mountain Power rate plan, lower energy costs.


Encouraging ski school fact: Today (1/19) were over 300 students (excluding the Race Program) and 60 instructors on the mountain in ski school!


Matt L. said he is optimistic that the next few weeks will be better than normal as a result of the snow and favorable forecasts.


          5:30 PM        Finance Committee (Matthew M)


Matt took over as Treasurer and Committee Chair. This was his first meeting and its content was pretty straight forward.


Two Points:

– Usage of the line of credit is expected to peak at about $165K in the current fiscal year versus $375K in the prior year.

Rainy day fund account balance is also favorable with a balance of $136K as of December 31, 2018 versus $126K as of December 31, 2017.


One of Matt M’s goals is to make sure the people on the Finance Committee email list and slack channel are the ones attending meetings and to streamline according to genuine participation.


          5:40 PM        Fundraising Committee Report (Eric/Annika)

Met our match and ended up at $287K! Closing in on our target but we are running out of time – April is the end of the public phase of the campaign.


We are moving into a new era w/ work pending on the building and optimistic for how that will impact contributions.


Shout out to Annika, John T and Meg H for their hard work all around.


Last match will probably be in mid-February and will not have a minimum like previous campaigns. The committee is also looking into a broad blast, crowd-funding campaign thereafter.


It’s still TBD whether the end of the public phase of campaign will be at the Annual Meeting in April or end of ski season.


          5:50 PM        Facilities Committee (Meg S)


The Committee received two proposals for each area of work and is satisfied with quality of proposals and firms.


The next step will be to interview firms on 1/24. Committee will then submit recommendations to the board and ask that the board approve the Committee’s recommendation at a special meeting of the board on 1/29.


The Committee and Matt would like to lead all trustees on a tour of the BaseBox and Patrol Building so that there is a good understanding of the scope and current status of the buildings and needs.


Shout out to Britton Rogers, Peter Hourihan, John Stetson and others on the Committee for their extremely hard work on this project. Their knowledge and expertise has been invaluable.


          6:00 PM        Elections Governance Committee (Barclay)


Barclay noted that there are 3 candidates for the out-of-state spot but only 1 candidate for the 2

2 in-state spots.


As more candidates need to be identified, the board decided to delay a vote to approve the candidates until the January 29th meeting, or as late as February 16th,  if necessary.


In-state Candidate:

Carol Pierce – committed and has submitted paperwork


Out-of-state Candidates:

Matt Kenny – committed and has submitted paperwork

Charlie Hauck – verbally committed, no paperwork yet

Brad Noble – emailed his interest in running


          6:10 PM        Mad River Glen Homeowners “Memorial” Proposal (Matt L)


In accordance with the Memorial Policy, Matt L. recommended that the board approve the Homeowner’s application (attached) to install, at their expense and subject to the approval of the Pratt family, a sign dedicated to Betsy Pratt opposite the Roland Palmedo sign at the BaseBox entry.


Motion: to approve the Homeowner’s request as described in the attached application.


Leigh moves the motion, Matt M seconds

Motion carries unanimously.



          6:15 PM        Capital Expense Approval Policy and FY 19 Capital Improvement Plan


Motion: to approve the Capital Expense Approval Policy as described in the attached document.


Ron moves, Barclay seconds

Motion carries unanimously.


Matt L. presented his proposed Capital Improvement Plan for FY 2019 in the amount of $264,527 (see attached).  The plan included 8 line items below $50,000 related to snowmaking; Birdcage improvements; roads, trails, and culverts; and Lift 4 painting as well as a Snowmaking proposal that exceeded $50,000.  Matt L. expects that grants from the Campaign will fund all projects.


The latter proposal related to the extension of snowmaking to the 2,300 foot elevation under the Double Chair, up to Tower 6 of the Single on Bunny, Rockefellers, up to the top of the Practice Slope and to the top of Eaton’s Run, and from Tower 2 of the double the bottom of Eaton’s run. This $76,250 proposal was for material only with installation done by staff.  The additional snowmaking coverage restores the system to its historical level and effectively completes the snowmaking capital plan, with the exception of normal replacement of items.  It is not anticipated that the additional snowmaking coverage will increase operating expenses as the additional electrical usage will be more than offset by lower rates and the crew will not have to relocate equipment or snow as frequently as in the past.


Motion: to approve the Capital Improvement Plan for FY 2019 including the Snowmaking Approval


John T moves, Ron Seconds

Motion carries unanimously.


          Other Matters: Shareholder Proposal regarding the term of trustees filling vacancies.



Deri Meier proposed to the board in November 2017 an amendment to the bylaws that would require board appointees to run in the subsequent election for the balance of the resigned trustee’s term. As there has not been an abundance of trustee candidates, there was a general consensus among the trustees that this amendment was not in the Coop’s interest.  Ron will speak with Deri in more detail to get information about his proposal, and the board will continue to contemplate the matter and determine next steps.


6:30 PM        Adjourn


Motion: to adjourn.


Matt K move Matt M Second

Motion carries unanimously.



Mad River Glen

Board of Trustees




Meg Hourihan (absent)

Matt Kenney

Leigh Michl

Matthew Milan

Eric Palola (absent)

Barclay Rappeport (absent)

Meg Schultz

Ron Shems

John Tobin


John Stetson

Matt Lillard


6:30 call to order


The Trustees acknowledged that notice was given to all Trustees, and agreed to hold this telephone meeting to address the motion proposed by the Facilities Committee.


6:31 Recap of the Facility Committee’s process and recommendation


Matt Lillard explained the process used by the Facilities Committee.

The FC has talent and deep experience in the field of architecture and construction.  Its members include: John Stetson, Vice President for Pre-Construction Services for a large construction firm, Britton Rogers, a landscape architect, Peter Hourihan, an architect, Linc Prescott, a construction professional who provides inspection services, General Manager Matt Lillard, and Trustees Meg Hourihan and Meg Schultz.


On December 5, 2018, the Board authorized the FC to solicit proposals for: (1) architectural and engineering, and (2) construction management and estimating services to develop a program for updating the Basebox and Patrol Building.  The FC issued two requests for proposals, one for AE services and one for CM and estimating services.  RFPs were sent to five AE firms and five CM firms.


Two AE firms and two CM firms submitted proposals.  The FC was very happy with all of the proposals that were submitted.  All firms that submitted proposals were very well qualified and have local ties.  The FC met and considered proposals.  They looked for best most, most cohesive team for design and construction management, and how the teams would relate to each other, management and the MRG community.


The FC conducted in-person interviews on Thursday, 1/24.  Each firm was provided a uniform set of questions.  Presentations were made and follow-up questions asked.


The FC met after the interviews for an in-depth discussion.  References were checked. The FC met again to decide on and draft a recommendation.  The decision was difficult because all firms are highly qualified and have particular attributes.  The costs of each firm were competitive and similar.


The FC recommended Vermont Integrated Architecture for AE services and Naylor & Breen for CM and estimating services.


VIA is highly qualified, and offered an innovative perspective and approach.  The FC felt comfortable with VIA fit, energy and grasp of the grasp of the project.  The FC was unanimous in its recommendation of VIA.


Naylor & Breen is also highly qualified, has important experience with projects of MRG’s scale and with wood frame and building renovation.  All references were very happy with and enthusiastic about Naylor & Breen.  The FC was very comfortable with its team and project manager, and with their energy and fit.  It knows value engineering and is best suited for and in house resources to manage this project and meet MRG’s critical need for solid estimating and coming in on budget.  Naylor & Breen also has experience with allowing volunteer labor to pitch in.  The FC was unanimous in its recommendation of Naylor & Breen.


VIA and Naylor & Breen have proven track record of working well together.  There is important mutual respect between the firms and their personnel.


Matt Kenney moved and John Tobin seconded the attached motion.


The Board discussed the motion.  Matt L explained that the $8,000 “owner costs” includes hazmat, surveys, food service consultant, and other such needs.


The motion was passed unanimously.

The Board adjourned at 7:17


Manager’s Report 1.19.19