Board of Trustees Meeting Minutes July 5, 2003








July 5, 2003


After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 2:00 PM on July 5, 2003, on the 3rd floor deck of the Basebox at Mad River Glen Ski Area in Fayston, Vermont


Trustees Alan Moats, Deb Steines, Jito Coleman, Lu Putnam, Jay Appleton, Paul Finnerty, Ken Eaton, and Rick Moulton were present.  Mr. Michl arrived after the reading of the minutes and shareholder comments.  No trustees were absent.  Also present were General Manager Jamey Wimble as well as Sharon Crawford and Co-op counsel Peter Monte.  Several shareholders were present as well.


CALL TO ORDER:  President Alan Moats called the meeting to order at 2:05 PM.




Upon motion duly made by Deb Steines and seconded by Ken Eaton, it was unanimously


VOTED:         To accept the May 17, 2003 Board of Trustees meeting minutes.




There were no shareholder comments when the floor was opened by Alan Moats.



Mr. Wimble asked if there were questions regarding the previously circulated June Management Report (copy attached).


A discussion ensued regarding share sales in general and, specifically, several aspects of Preservation Certificates and convertibility of Preservation certificates into shares and of shares into Preservation Certificates.  No action was taken by the board because Mr. Wimble was in the process of studying this issue in connection with a larger report on share sales to include a potential revised policy on share redemptions.  Lu Putnam expressed deep concern about the issue of share redemptions and expressed a desire to continue the management reports that track the stated reasons for shareholder tender requests.


Shareholder Rocky Bleier expressed his opinion, as a seller of many Co-op shares, that elimination of the APR would sell significantly more shares and be net cash flow positive compared to the loss of APR revenue.  A short discussion ensued regarding the APR and the board expressed no desire to revisit the APR policy at this time.  Lu Putnam mentioned that she was opposed to the concept of eliminating the APR.


The board also extended congratulations to Jamey Wimble and Eric Friedman for the National Ski Area Association award for the “12 and Under Ski Free” program.




Financials for the month of June 2003 (copy attached) showed slightly higher revenues and substantially lower than budgeted expenses.  Mr. Wimble expressed confidence that the Co-op was on target for $267K of operating income as forecasted previously and communicated at the April annual meeting.




The board again discussed conducting a management/trustee retreat to define mutual expectations and roles the respective parties and to find the proper balance between the Co-op ownership structure and the need for autonomy in operating the ski area. 


Mr. Wimble, on behalf of himself, Sharon, and most members of the management team, felt that such as session would still be beneficial.  He also mentioned that moral was generally quite good but that tensions throughout the Co-op seem to peak each year around election time – probably as a function of staff fatigue at the end of the season and some election “politics”.


Ms. Steines commented, and the board agreed, to limit initially the scope of the retreat to management/board issues and roles, rather than including topics related to shareholders.


The format of the meeting was discussed.  The consensus of the board was that a paid, professional facilitator would not be hired, at least for the first session.  Instead, Ms. Steines and Sharon Crawford, Office Manager, agreed to meet on behalf of the trustees and management to review issues and formulate an agenda for the meeting in advance.  Deb and Sharon will have preliminary findings at the September board meeting.  The date for the meeting would be set at the September trustees meeting.



Mr. Wimble mentioned that he had been approached by a longstanding shareholder and homeowner Charlie Tipper about the possibility of the Tipper family obtaining an easement for the construction of a water well on Co-op land near the Tipper property at the top of the Practice Slope.  In connection with the reconstruction of his current home, Mr. Tipper would like to relocate his well, which is presently on Co-op property, shared with the neighboring homeowner, and located too close (by current standards) to his septic system.  The proposed well site would be approximately 20 feet further on Co-op property – on sloping land, not skiable terrain, and at a location for which no Co-op use is currently foreseen.  Mr. Wimble noted that a possible future use could be a curtain drain for the upper parking lot.


A discussion ensued about the larger issue of easements sought by homeowners.  It was pointed out that much of the housing stock is aging and on difficult terrain for water and septic locations, and that many lots may not conform with current State health regulations.  Mr. Monte pointed out that the granting of a water easement, for instance, implies that no development is permitted within a circle with a 50-foot radius of the well.  Several trustees expressed concern that the Co-op could receive many requests for easements that could be detrimental to the Co-op.  Mr. Michl commented that, of the roughly 55 houses on and near the mountain, no more than about 10 are located in areas where an easement could impact the skiable terrain or areas needed for other Co-op purposes.


Mr. Moats presented a “guideline” rather than a “policy” that the trustees could follow in dealing with this and future homeowner/non-commercial easement requests.  It was generally agreed, pending the writing of a more detailed “white paper” on the subject, that:


Recognizing that the circumstances of each situation would be dramatically different, the board of trustees would deal with requests for homeowner/non-commercial easements on a case-by-case basis.  While efforts would be made to accommodate reasonable shareholder/homeowner requests and the board recognized the need for livable and well-maintained properties on the mountain, the trustees would have to consider first the general well being of the Co-op in granting such a request.  In instances where easements were granted, shareholders (not the Co-op) would bear all legal fees, filing fees, survey costs, etc. incurred by the Co-op including charges for lost use of the land, if applicable.  The objective would be to recover costs (including, potentially, foregone use costs) without recognizing a profit to the Co-op.


Ms. Steines commented that she would have little desire to accommodate easements for septic systems given the potential for environmental problems.  Mr. Moulton stated that it could be possible that granting of a septic easement could improve the overall condition of the Co-op’s environment.


With respect to the Tipper request, the board noted that request appeared to have minimal if any impact on the Co-op because the location and pitch of the terrain would make it unlikely to be needed by the Co-op in the future and that construction of the well could not reasonably be expected to impact any Co-op resources.


Mr. Appleton wanted to know the specific reasons for the request to move the well further onto Co-op land, and expressed the opinion that undue hardship should be demonstrated in order to grant a permanent easement.


Upon motion duly made by Ken Eaton and seconded by Rick Moulton, it was unanimously


VOTED:         To authorize Jamey Wimble to sign necessary documents in connection with granting the aforementioned well easement request to the Tippers once the need for the location of the well was understood to the satisfaction of Mr. Wimble and the executive committee of the board.


The executive committee would arrange a conference call with Mr. Tipper, who was not present at the board meeting.




Mr. Moats asked for a quick review of each committee to address any critical issues.


Finance: No report.


Facilities: Mr. Coleman mentioned that there would be an expense to the Co-op in the neighborhood of approximately $1,000 to hold a charrette to build a facilities master plan.  Mr. Coleman thought this meeting would include about 10 professionals and whatever shareholders who wanted to attend and that it would be held sometime in the fall, perhaps the Friday before Green and Gold weekend.  The board agreed unanimously that this process should move forward under the direction of Mr. Wimble with the assistance of the Facilities Committee. 


Personnel: none


Board development: Mr. Bleier said that, to expedite the meeting, he would provide by email the report of the Election Committee, a sub-committee of the Board Development Committee.  Mr. Moats also reminded the board that the executive committee of the board would review requests by shareholders for use of the shareholder mailing list.  Trustee Finnerty and shareholder Kalkstein had agreed to prepare a “white paper” for the executive committee that would attempt to clarify what represented a “valid Co-op business purpose”.


Shareholder relations: Mr. Moulton commented that about 12 shareholders had volunteered to build the Co-op float for the July 4th Warren parade.  Mr. Moulton said that the float was well built and attractive and that General Stark (aka trustee and president Alan Moats) had conducted himself with dignity during the parade.  He also reported the advance ticket sales for the Community Barbeque had been very strong.


Palmedo Basin/20th Hole:  Mr. Moats commented that meetings were ongoing between various experts in development and conservation and representatives of the Co-op as well as Mrs. Pratt.  There were no specific developments to report.


Other:  Mr. Appleton commented that he had been present for and had documented (copy attached) the annual “state of the forest” audit with a professional forester and Mr. Wimble.  The annual audit had been performed on 5/22/03.




Shareholder Bleier asked if the board could publicize the deadline for preparing the next Echo.  Mr. Moulton said that he would. 




There being no further business to come before the board, the meeting adjourned at 3:30 PM

Respectfully submitted, Leigh Michl


A true record.


ATTEST:                                               __________________________________________

                                                                                    Leigh Michl, Secretary



<![if !supportLists]>a.       <![endif]>June Management Report

<![if !supportLists]>b.      <![endif]>June Financial Report

<![if !supportLists]>c.       <![endif]>Forest Management Report

Attachment A:  June Management Report





Capital projects are going well. It will cost about $7,000 to replace the fuel tank that had gone bad. This will be added to this year’s capital list.


Eric and I attended the NSAA convention in San Diego and received the Marketing award for skier retention with our 12 and under program. This is national attention and a good feather in our cap.


We received recognition from NESAC, which does snow reporting that we had 100% participation for the second year in a row. This means our report was to them by 4:00AM every single day we were open. Not many areas achieve it.


Lift maintenance is progressing along with the Capital projects.


Negotiations are still ongoing with GMP on financial assistance from them on burring the power. Most likely this will take place next summer.


Share Sales:


1 share was sold in June against a budget of 1. 39 shares have been sold YTD against a budget of 36. 5 shares were tendered for the month. 21 shares have been tendered YTD




June P&L is preliminary. Not all expenses are in yet. I anticipate being a little ahead of budget. YTD looks good. (See Financials)


Total cash is $398,000. $150,000 of that is the single reserve.

Attachment B:  June Financial Report




Attachment C:  Forest Management Report



Mountain Hike with Upland Forestry – May 22, 2003


Present: Joe Nelson and Sean (Upland Forestry), Jamey Wimble and Jay Appleton (MRG)




<![if !supportLists]>·         <![endif]>Ice Storm Recovery: Joe said that after the Ice Storm (January 1998), foresters thought that trees that had lost 80% of their crowns would be dead by now. They have found that the heavily damaged trees are generally surviving, and numerous examples were seen on the Mid-mountain Double area.


<![if !supportLists]>·         <![endif]>Trail Regeneration Zone Marking with Bamboo: Joe recommended keeping the bamboo in place until the trees were 15 feet tall.  Boo can be removed sooner with large regen zones.


<![if !supportLists]>·         <![endif]>Trail and Woods Regeneration Zones without Marking: The idea of unmowed strips parallel to the fall line in places like Gazelle Glade came about after discussion of the pros and cons of rope.  Jamey said that educational signage for skiers explaining the purpose of the unmowed strips, and asking skiers to avoid the strips could make this management practice successful. 


<![if !supportLists]>·         <![endif]>Health of the Forest: Joe did not have any pressing concerns about the upper mountain spruce-fir forest, and the forest south of the Single Chair lift line.  He recommended focusing forest protection efforts on the mid-mountain forest north the Single line.


Specific Locations:


<![if !supportLists]>·         <![endif]>Band from Station1:  Joe suggested rope to protect regeneration in the woods line. Jamey thought that letting skiers choose their own lines was better in this location. Joe noted that regeneration is doing quite well.  Joe recommended defining the edge of the run prior to maintenance to keep it from getting wider. 


<![if !supportLists]>·         <![endif]>SkiSchool Glade: Joe observed the canopy does not look good. Reproduction is good here and there. He recommended maintenance of islands for regeneration.   Joe and Sean also noted that there was an unusual amount of hobblebush growing in the understory.  Jay said that maintenance of woods lines amounts to cutting only the hobblebush, and striped maple in many places. 


<![if !supportLists]>·         <![endif]>Lower Paradise: Joe strongly recommended establishing regeneration zone islands with rope – large ones in particular. Small regenerating seedlings were found on the trail.  Joe was surprised at how well the Ice Storm-damaged trees in the overstory were recovering.


<![if !supportLists]>·         <![endif]>Gazelle Glade: Joe said that the mature overstory trees were not doing well, but that the young pole and sapling-sized trees were doing well.  Joe was concerned that there were not enough saplings present to insure sustainable reproduction in the long haul.  When questioned about tree planting, he said it was not necessary – young trees were already there.  After discussion about rope, Joe suggested trying unmowed strips in the glade. 


<![if !supportLists]>·         <![endif]>J-Bowl and Fall-Dice: Joe had no worries about reproduction.  The forest was reproducing rapidly in dense stands. He suggested removing the ropes closing the J-Bowl to skiing.  Jay expressed concerns that the young trees would be damaged or killed by ski edges, and perhaps the opening should be delayed until the trees were taller.  By comparison, the Fall-Dice was similarly impacted by Hurricane Floyd, received the same management (bucking up downed trees in the summer of 1998), but had not been roped off from skiing.  Inspection of regeneration in Fall-Dice found surprisingly little damage.  Therefore it was concluded that opening the J-Bowl to skiing would not result in significant damage to reproduction.  The group thought educational signage combined with recutting two of the original lines (one was clearly visible) to give skiers a place to ski could minimize any damage to reproduction. The group also thought that these two areas should be surveyed for damage each spring to make sure regeneration is not being hampered. 


<![if !supportLists]>·         <![endif]>The Lost Frontier and Beaver Bowl: Overall, Joe did no have any concerns with these woods runs.  The forest is noticeably more dense and vigorous than over in the Double chair area.  The Frontier gets quite wide as it nears Devil’s Elbow, and Joe said the efforts must be made to maintain the edge during maintenance activities.  He expressed a general concern about not enough saplings (trees less than one inch in diameter) in these woods lines.