Board of Trustees Meeting Minutes July 3, 2004










July 3, 2004



After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:00 AM on July 3, 2004 on the 3 rd floor of the Basebox at Mad River Glen Ski Area in Fayston , Vermont .


Trustees Alan Moats (Board Chair), Jay Appleton, Paul Finnerty, Bill Reynolds, Mary Schramke, Leigh Michl, Rick Moulton, Deb Steines, and Jed Kalkstein were present. Also present was President Jamey Wimble as well as several shareholders.



Board Chair Alan Moats called the meeting to order at 8:00 AM .



Upon motion duly made by Alan Moats and seconded by Deb Steines , it was unanimously


VOTED: To accept the minutes of the May 15, 2004 board of trustee meeting.



Reference was made to the prior month’s management and financial report (copy attached). Mr. Wimble indicated that the Co-op had $500K in cash, including the $225K single reserve, a very high level for the Co-op at this time the year. He also indicated that the planned planting of twenty 8 ft balsam firs will take place this summer by towers 8 and 9 on double. Essentially the existing island will be extended downward, acting as wind break. A discussion ensued as to the desirability and need for accurate skier counts, including numbers of passholders and shareholders, as well as various methods for this counting. This subject was discussed in terms of limiting ticket sales, lift lines, and pricing.



There were no questions on the financial statements.



Mr. Moats pointed out apparent ongoing ambiguity with respect to the guideline for spring closing of the mountain, as modified in April 2003. The question concerned when the late season guideline criteria became active – essentially when was the targeted season complete (based on a date or a 110 length of season). Mr. Appleton indicated that it may be impossible, due to the nature of the problem, to satisfactorily resolve this issue. Predicting weather and snowpack were too difficult. Ms. Steines felt that the 110 budgeting season was only a budgeting tool and not related to the question of opening and closing. Mr. Wimble summarized several operational and employee issues with closing, particularly opening and closing. For example, certain employees may have summer jobs that begin in April. Several trustees expressed a desire to be open at Easter whenever possible. It was agreed to modify the guideline by striking the reference to a 110 day season, that the guideline applies to the period outside the mid-December to the second week in April, and that during the season, weather and safety would be deciding factor as determined by management. A copy of the revised guideline is attached for reference.



Mr. Moats framed the discussion of whether Mad River should seek inclusion on the National Register of Historic Places (NHR). Essentially, the question was how the marketing and potential financial benefits of inclusion on the NHR compared to the potential loss of sovereignty that had benefited Mad River and was part of the founding vision of Roland Palmedo.


Mr. Moats and Michl pointed out for instance, that external parties could require, prevent, or slow down modifications to lifts, such as the single – potentially putting the Coop at significant operating risk. Mr. Appleton indicated that, while he felt marketing was not a valid reason to seek listing, but that the Coop may need the funding potentially available to NHR listees and did not want to see the board slam the door on the issue. Ms. Schramke pointed out that bulding owners in the Waitsfield Village historic district have encountered myriad restrictions because of the Federal and State grants they had received. She noted that her building is on the NHR and, as such, subject to zoning restriction by the Town of Waitsfield and State and Federal standards. However, because she had not accepted grants, she had been able to recreate, rather than restore, certain parts of the building. Mr. Michl’s concerns about listing related to the potential for changing regulations and restrictions in the future and the potential that a person or group could use Mad River’s listing on the NHR to prevent or slow down needed facilities changes – problematic during Mad River’s short operating season.


On that subject, Mr. Finnerty pointed out several relevant points. First, most NHR-related litigation had been between abutters where one abutter was trying to prevent perceived inappropriate development. He noted that Mad River was unlikely to pursue controversial development, but a neighbor could. He also discussed the case of the Middlebury College gymnasium renovation. In that case, the College had sought to add a modern addition to the historic gymnasium. In that case, the environmental board recognized that Middlebury had been built and modified over a long period and included several architectural styles, as had Mad River. The board ultimately ruled that, although the renovation would have an adverse impact, it would not be materially adverse and the project could, therefore, proceed. However, it was noted that it probably took over a year for the College to get this approval, a length of time that could be adverse to the Coop.


Mr. Wimble indicated that he was “on the fence” on the question. He noted that he did have a concern because a Fayston board member had told him that, if a structure or district is included on the NHR, rather than just eligible, it does receive extra scrutiny.


Mr. Appleton said that another option is to submit the Single for inclusion in the Historic American Engineering Record, a program of the National Park Service. The National Park Service is also responsible for the NHR. This program compiles photographs and engineering drawings to document various historic engineering projects. Like the NHR, inclusion in this record could serve to attract donors to fund restoration of the Single, presumably without restrictions on the Co-op.


The board decided unanimously to table the NHR question.




Mr. Wimble explained that he had explored three options with respect to the Single Chair. None of these options included an increase in uphill lift capacity.


  • Replacing the Single with a new double. Mr. Wimble indicated that he had received a quote of just over $1 million for this option.
  • Replacing the Single with a new, modern Single. Mr. Wimble indicated that this option included all new chairs and fewer tube-style towers versus the present Single. A quote of $1.39 million had been received for this option. He guessed that, if the Coop could reuse the existing lattice towers, the price would drop to $1.14 million. Essentially, the difference in cost between these first two options was just the cost of the fewer chairs and grips in the double option. Mr. Wimble noted that this bid may have to be modified because it did not include a vault drive housing, as is used presently.
  • A historic rebuild of the existing Single. This project entailed certain mostly invisible modifications to improve the reliability of the lift and maximize safety, clearly maintaining the present look, feel, and tower placement.


Option (3) had not been quoted as yet. Mr. Wimble had engaged an engineer to review all aspects of this scenario – a process he hoped would be completed over the summer. He also indicated that he had met with the State lift engineer, who was receptive to having the Single renovated without major changes. For instance, the towers and bases could be reused based on satisfactory ultrasound tests of the bolts and core samples of the bases. Mr. Wimble pointed out that, based on what could be reused, the renovation option could be substantially cheaper than any other option. He also noted that he was working with CTEC (who had done the double chair project) on this option. Interestingly, the president of CTEC was an American Wire and Steel employee who had been involved in the construction of lifts similar to the Single in the 1950s. He was very interested in the project.


Mr. Michl mentioned that he believed that the definition of a “historic renovation” needed to be determined. The board felt that a “historic renovation” would use similarly styled chairs and lattice towers that were in the same place as existing towers, be of the same height, and have a top counterweight and “rampless” top unloading station. The board also felt that “historic renovation” would maintain the same look and feel as the present lift, but should include certain improvements for safety and reliability, but not cost or operating efficiency. Most of the changes in this scenario would be largely unnoticeable. The example of a stationary top bullwheel versus the present revolving bullwheel was mentioned.


The board requested that the “historic renovation” quote price out various options so the board could evaluate changes and present to the shareholders the recommended scope of the “historic renovation” scenario.


A lengthy discussion ensued over the process of educating shareholders about the process. It was agreed that a straw poll of shareholders would be conducted once all the data had been gathered and the board had finalized the “historic renovation” scenario. It was also agreed that the board would use various resources to educate shareholders throughout the process. Initially, Mr. Kalkstein volunteered to write an article for the Echo. In the future, the board would write white papers and utilize Town Meetings to inform shareholders on the subject.


Mr. Appleton requested and Mr. Wimble agreed to provide regular updates on the Single project to all board members.




Several shareholders commented on the Single. Shawn Kalkstein stressed the need to have multiple status updates to shareholder regarding the Single. Lars Bruns felt that the board should provided shareholders with a “statement of fact” since so many misconceptions existed among shareholders. For instance, he noted that most shareholders were not aware that several towers had been replaced and were not original and that the diesel engine was not original (the original engine being gasoline). Rocky Bleier advocated an increase in uphill capacity because more people were skiing off-piste.


Bill Heinzerling expressed a desire to see the Coop pursue the NHR. He noted that the Waitsfield problems Ms. Schramke referred to were the result of Federal funding and local zoning. Mr. Schramke noted that zoning changes could take place in Fayston at any time.


Rocky Bleier expressed concern that notices of committee meetings had not been posted in advance in accordance with policy. He noted specifically an early spring Election Committee meeting and one of the Finance Committee’s budget review meetings. Ms. Steines stated that there had been no Election Committee meeting, as Mr. Bleier had suggested. Mr. Kalkstein reported that notice of one Finance Committee meeting may have been overlooked inadvertently but that there was no intent to avoid shareholder input. Mr. Moats stated that the board would continue to attempt to provide adequate notice of committee meetings.



There was no Executive Session and, there being no further business to come before the board, the meeting adjourned at 10:30 AM .


Respectfully submitted, Leigh Michl


A true record.



ATTEST: __________________________________________

Leigh Michl, Secretary



  1. Management Report
  2. Financial Report
  3. Revised Closing Guideline