After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:00 PM on January 8, 2005 on the 3 rd floor of the Basebox at Mad River Glen Ski Area in Fayston , Vermont .
Trustees Alan Moats, Rick Moulton, Mary Schramke, Jay Appleton, Paul Finnerty, Leigh Michl, Bill Reynolds, and Deb Steines were present. Jed Kalkstein was absent. Also present was President Jamey Wimble, Co-op counsel Steve Kantor and several shareholders.
CALL TO ORDER:
Chair Alan Moats called the meeting to order at 5:07 PM.
APPROVAL OF NOVEMBER MEETING MINUTES AND STRATEGIC PLAN MINUTES
Upon motion duly made by Jay Appleton and seconded by Bill Reynolds, it was unanimously
VOTED: To accept the minutes of the December 4, 2004 board of trustee meeting.
A lengthy statement from shareholder Josh Tower was read by Mark Renson. Mr. Tower made comments related to the Annual Purchase Requirement and shareholder benefits. With respect to the APR, Mr. Tower indicated his belief that a shareholder who had been delinquent on the APR for several years should only have to pay the current year APR and a $25 re-activation fee to regain shareholder standing. Mr. Tower also commended the 15% shareholder discount on passes but stated that discounts should be made available to shareholders across the board, for instance, with respect to the Gear Page, Mad Cards, and rental and repair. He also pointed out an apparent inequity in that non-shareholder Vermont residents could ski more cheaply than out-of-state shareholders on “Vermonter” Days. He also wrote in favor of shareholder swipe cards to implement discounts and track spending.
Wendy Bridgewater suggested that the listserve remain open to spontaneous shareholder interaction. Mr. Moats clarified that it was the intent of the Board to encourage the use of the listserve as a Shareholder forum. To that end, it might be desirable to identify a moderator and establish list protocol to discourage inappropriate conduct. Mr. Bleier remarked that he was uncomfortable making comments at the meeting, and that he felt that it was unfortunate that he should feel so. Mr. Bleier read portions of the Mission Statement from the Strategic Plan, focusing on “participatory democracy”, “employees as vital members of the community”, and “welcoming shareholder input”.
There were no questions related to the Management Report (copy attached).
FINANCIAL REPORT Deb Steines asked a clarifying question related to expenses during the month. Deri Meier asked a question about the extent to which pass sales may have been reduced by Mad Card Pricing. Mr. Wimble stated that management did not have an answer to this question; however, further analysis was in process. Mr. Wimble stated that the New Year’s Eve Party was expected to end at a break even level.
SINGLE RESTORATION UPDATE
Mr. Moats commented that the Finance Committee would be working on the question of how to pay for the Single renovation and that any statements in this regard would be premature. Ms. Shramke asked about a comment on the listserve that questioned whether the renovated Single would be as reliable as alternatives. Mr. Wimble stated that the renovation of the Single would be a “50-year fix” and would be highly reliable. Mr. Moulton suggested that a firm timeline for the Single financial analysis be determined. Ms. Shramke asked clarifying questions related to the shareholder vote process and timeline related to the Single renovation.
It was clarified that the options (renovation, new Single, double) were already in hand; financing was still to be determined; and the ballot question would present the recommendation of the board and shareholders would vote yes or no on one recommendation. The goal for actual construction would be 2006; however, work must be completed by November 2007 to avoid code issues. Mr. Reynolds referred shareholders to the Strategic Plan on the web site for guidance related to the criteria the board was considering in evaluating the options. There was a variety of detail questions from a number of shareholders.
SHARE REDEMPTION POLICY
The board resumed its ongoing question related to shareholder redemptions. Co-op Counsel Steve Kantor was present for this portion of the meeting. Mr. Wimble stated that the proposed new policy was to redeem one share for every two new shares sold, with a maximum of 20 redemptions per year.
Mr. Kantor made reference to a memo he had prepared for the board. In his analysis of the Bylaws, the board had flexibility related to redemption policy, provided that there was a replacement share for the redeemed share. He further stated that the Bylaws permitted the board to wait until financials statements for the year were completed and that losses could be allocated to a shareholder at the time of redemption.
Mr. Meier commented that allocating accumulated Co-op losses to redeeming shareholders of losses would only save the Co-op a small amount of money and would send the wrong message regarding the progress of the Co-op. The board made a number of comments related to the latter point. Bill Reynolds stated that the allocation of loss question was complicated to explain and, therefore, a potential hindrance on share sales. Upon a question from Mr. Appleton, Mr. Kantor clarified that the Bylaws do not require allocation of losses or gains at redemption, but rather it is an option.
With respect to management’s proposed new policy, Mr. Michl commented that the proposal was not draconian, i.e., except for two years, redeeming shareholders would have been redeemed at about the same rate as under the current policy. Further, Mr. Michl stated that the new policy would increase the predictability of cash flow. Mr. Kantor further stated that, if replacement capital was available, shares should be redeemed in one year. He further clarified that there was no obligation to redeem if no replacement capital was available, regardless of the time from redemption request.
Mr. Bleier questioned the Board’s authority to limit share redemptions on a one share redeemed for every two shares sold basis. He pointed out that there was no provision in the by-laws for such a policy. After some discussion of Mr. Bleier’s comments, the board agreed to evaluate a proposed revised policy of redeeming one share for each new share sold; at one date per year after completion of the fiscal year; and that, with respect to installment sales, a new share would be considered sold when all installments were received. The administrative fee of $100 on redemptions would continue.
Election Committee – Ms. Steines reminded the board that board candidates were still being sought and that the deadline for declaring candidacy was February 1 st.
Facilities Committee – Mr. Appleton reported that he had met with Mr. Wimble to discuss development of the Mad River Community Planning Map.
Shareholder Relations – Mr. Moulton requested board clarification with respect to formation of task groups to conduct specific projects for the board.
There were no other committee reports.
Mr. Hall commended management for delivering fine skiing, despite the weather conditions. Mr. Renson asked whether the request for board candidates had been posted. Mr. Wimble stated that it is included regularly as part of the weekly Shareholder update. Mr. Branchofsky requested more data (e.g., groomed runs) in the snow reports, and that if the report says that there will be an update, then an update should be produced. He recommended not mentioning updates if they may not occur. Mr. Wimble commented that it was difficult to post conditions at 6:00 AM because no one had yet been on the mountain. Mr. Wimble further stated the web site was updated regularly during the day for changing conditions. Mr. Heinzerling asked about the procedure for posting shareholder petitions on bulletin boards in the Basebox. Mr. Wimble stated that, if an owner wanted to post a petition, it should be presented to management for posting to the Shareholder’s Only bulletin board. Mr. Bleier asked a question whether on-line petitions were legal and valid.
The board met in Executive Session to discuss personnel matters at 6:23 PM .
Following the Executive Session, there being no further business to come before the board, the meeting adjourned at 8:00 PM .
Respectfully submitted, Leigh Michl
A true record.
Leigh Michl, Secretary
Mad River Glen
January 8, 2005
Heavy PR month. Numerous papers around the country picket up articles on Mad River.
Mad River Glen was the first ski area in Vermont to have 100% of its terrain open.
Snowmaking has taken longer than usual due to inclement weather.
Skier visits are down for the month due to lean snow conditions.
We will be having a staff holiday part on Sunday the ninth.
Glenn and staff put on a great New Years Eve party. About 150 Mad Riverites showed to ring in the New Year.
Single options were presented at the December Town Meeting. Again the people at the meeting feel strongly about pursuing the historic rebuild. There will be a vote on the project at the annual meeting. Working on the financials of the project will be the next step.
December preliminary P&L expenses are low due to bookings not yet entered. (See Financials) Expenses will be closer to budget. YTD we are down on income from passes and tickets. Mad card sales remain on the balance sheet until they are redeemed. We have $850,000 in cash. $300,000 of this is the single reserve.
4 shares were sold in the month of December against a budget of 4. One share was tendered. YTD we have sold 20 shares against a budget of 12. One share has been tendered YTD.