Minutes of July 11, 2009 Meeting of the Board of Trustees
After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:05 AM on July 11, 2009 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.
Attendance was as follows:
Bill Reynolds (Chair)
Also present were Jamey Wimble, Eric Friedman, and a shareholder.
CALL TO ORDER:
Board Chair Bill Reynolds called the meeting to order at 8:10 AM.
APPROVAL OF June MINUTES
Upon motion duly made by Trustee Hall and seconded by Trustee Lange, the minutes were unanimously approved.
The Single chair had 100% of the grips inspected. There were 5 failures. These have been replaced under warranty. Failure rate is typical as the castings ‘wear in’ and during the wear in, it is common for previously hidden flaws in the castings to become evident. The state inspector indicated that typical failure rate should be lower going forward. As is required by the state, 20% of the Grips will be tested every year. We have a 7 year warranty on the grips.
Capital projects are still on or under budget.
Cathodic protection repair to the diesel tank was accomplished under budget. President Wimble indicates that he will redeploy any remaining funds to other projects on the capital list.
Summer camp enrollment is approximately 50% of prior year enrollments. Sessions are being consolidated to reduce costs. Trustee Hall indicated that he heard that only specialized camps are hitting their enrollment numbers this summer.
President Wimble indicated that by mid-October his team typically has a good sense of how our pass sales will look for the season and he and the Finance Committee will use this information to tune operations as necessary.
President Wimble continues to investigate changes to our electrical power design through installation of capacitors. This type of change could save the Cooperative in power costs and the investment may be paid off in a few months. President Wimble indicated that our DC motors create variable load on the power line and these filters can clean up our demand and save energy. Thus, this is a ‘green’ project.
A new credit card processing contract may save us as much as $12k on the nearly $50k we spend on credit card processing. Shareholder commented that he supported variable pricing based on the method of payment.
President Wimble reported that no shares were sold during June against a budget of one. He commented that the drop in demand for shares is not surprising given the significant increase in the number of shares sold during the single chair campaign and immediately prior to the share price increase.
The Cooperative’s operating budget is not based on share sales. However, the formula used for calculating capital expenditures is governed in part by share sales. The Board of Trustees expects a large capital expenditure in FY10 due to the planned office infrastructure fix.
The Board of Trustees discussed conducting a marketing campaign to drive share sales. At this time we don’t have an event to feature in a campaign and so don’t envision a campaign.
Single Chair Campaign
President Wimble indicated that total pledges in arrears on single chair pledges amount to around $33,000. This is a great improvement on the $80k of pledges that were in arrears 18 months ago. President Wimble indicated that approximately $150k in pledges due between now and the close of the campaign in 2010. If all commitments are fulfilled, we will repay the Single Note, and have roughly $100k in a maintenance fund for the Single. The Single Campaign will close in 2010. Trustee Hall suggested that the Cooperative advertise the fact that it’s still possible for people to make a donation to the Campaign and be listed on the all donors plaque.
President Wimble will continue to work to publicize the single campaign and may send a letter to new shareholders to solicit their contributions before the campaign closes.
Trustee Hall asked the cost to heat the equipment shed. President Wimble indicated cost was $6k-$8k. President Wimble continues to evaluate alternative means to heat the equipment shed. In addition to cost and other factors, he is evaluating the potential for wood smoke to accumulate in the base box area when we experience certain weather conditions and the potential need to put wood in the furnace at hours when mountain staff are not present. Trustee Hall indicated that the Green Mountain Club is very happy with the wood fired burner with a computer monitoring system they are using.
President Wimble indicated that Verizon may be interested in installing a cellular phone site in a couple of years. President Wimble indicated that Verizon is also more difficult to work with than cUniCell was and has greater space requirements. President Wimble indicated that new cell tower contracts may require a 250’ set back from historic landmarks.
President Wimble will work to improve the reliability of the Board of Trustee mailing list.
Trustee Bruns indicated 9 people attended the Finance Committee meeting on July 9, 2009.
The Finance Committee reviewed and approved two changes to the FY 2010 budget that should result in a $12k increase to NOI:
1.Change ski school program pricing to remove previously approved $50 increase per program at recommendation of President Wimble and his staff. Trustee Hall asked what assumptions were made on enrollment without the price increase. Projection is that enrollment will be down from last year and the revenue from ski school programs will be reduced from last year, as per previous budget discussions and assumptions.
2.Mountain management and Finance Committee have removed compensation increases from the FY 10 budget.
Summary of budget recently approved by Finance Committee:
Gross Profit = $3,053,323
Total Expense = $2,775,198
NOI = $278,124
The Finance Committee will submit this amended budget to the Board of Trustees for its review and approval in the September meeting of the Board of Trustees
Approved (and proposed) budget excludes salaries to run Lift 4 midweek. President Wimble is working with Sally Utter to determine how to run the lift for Harwood midweek and for race program on Fridays.
President Wimble indicated that homeowners have been consulted about not having Lift 4 running midweek and have not expressed concerns.
Base box events in June led to higher than budgeted revenue for June.
The Cooperative cash flow is in good shape.
The Cooperative is again focused on building up its rainy day fund.
Changes in monthly reporting to the Finance Committee will include:
·Projected net operating income every month
·P&L will be restructured to make it easier to see how each department is performing against budget
·Rainy day fund will be included in cash flow
·Balance Sheet to be provided as well.
Finance Committee and mountain management report that the Cooperative is on track to remove all significant liabilities from the Cooperative balance sheet during FY 10.
The economy remains a concern but the Finance Committee is comfortable with the budget and believes it is appropriate. President Wimble and the Finance Committee expect no further changes or adjustments to the budget unless revenues or costs during FY 10 fail to meet expectations.
The Board of Trustees will work with President Wimble to formulate a new bonus program for employees. The goal of the Board and President Wimble is to have the program formulated and in place before the 2009/10 season begins.
Board Development Committee
Two members of the board will be term limited off the Board of Trustees (Trustee Reynolds and Trustee Kalkstein).
Deb Steins will join the Board Development Committee. Betsy will continue to recruit more committee members. Anyone interested should contact Betsy Jondro.
Trustee Lesure indicated that a revised volunteer effort communiqué will be distributed for review in the next few days.
Erin Baird, wife of patroller Tiger Baird and daughter-in-law of past bartender Andy Baird recently passed away. Services will be held on July 19 in the Valley. The thoughts and prayers of the Board of Trustees are with the Baird family.
George Neill passed away on April 15 in Worcester, MA. George was one of the original employees of the mountain. He ran the single for over 40 years. The thoughts and prayers of the Board of Trustees are with the Neill family.
The July 5th Barbeque went very well. The board is grateful to the employees that made this event successful.
National Historic Register discussion postponed to the September board meeting. Trustees and shareholders that have specific questions should send them to Trustee Reynolds.
President Wimble will send an e-mail compilation of information to the Board of Trustees in advance of the September meeting.
A motion to adjourn made by Trustee Bruns and seconded by Trustee Lange passed unanimously at 9:50 AM.