Board of Trustees Meeting Minutes: June 15, 2019





Board of Trustees Meeting

Mad River Glen Cooperative

MINUTES Saturday, June 15, 2019

Matt Kenny (phone)

Leigh Michl

Matthew Milan

Eric Palola

Barclay Rappeport

Meg Schultz

John Tobin

Ron Shems (absent)

Matt Lillard

Brad Noble Trustee-Elect (phone)

Annika Holtan

Bob Demont

Jim Elkind


Joe Perella

Xander Patterson

Penny Parsons


8: 00 AM       Call to Order


Welcome & Shareholder Comments


Joe Perella – Uphill policy. Wants to keep the ball rolling on the discussions. 2 categories: lifts spinning and lifts not spinning. There should be an uphill fee when lifts are spinning – we’re missing a revenue source. Suggests a pilot program; something simple that wouldn’t get bogged down but could stand on its own to test the system. He may present a plan/comparison w/ other ski areas’ policies to the board.

EP – This may fold into the planned update to the Forest Management Plan.


8:10 AM        Approval of Minutes of May 18, 2019


Barclay Moves to approve the minutes

Eric Seconds

Passes unanimously


8:10 AM        Management Report (Matt L) …see report attached


8:15 AM        Finance Committee (Matthew M)  …see Budget Overview attached

Credit to Matt L and his team for their hard work.



Matt M moves the BoT approve the FY 2020 the budget

John T Seconds

Passes unanimously


8:20 AM        Fundraising Committee Report (Eric/Annika)

…see attached slides and cover letter.

Presentations by Bob Demont & Annika Holtan 

Annika gave a brief history of the campaign from its inception in 2011 to today, including the contracting of Demont and Associates from 2014-2017. Demont has continued to work extensively on the campaign and with campaign volunteers to this date, including providing a significant amount of pro bono assistance.

Bob Demont (BD) gave a presentation on the development of the campaign and its results. Through a study they determined that $6.5 million would be the goal. $5,539,362 was raised as of 6/4/19. The public phase was closed because they felt continuing it would compromise future fundraising efforts. Demont and Associates recommends a shift in fundraising from MRG to SMF. He feels that boots on the ground volunteers made the difference in the funds raised and the campaign’s success.


Bob Demont mentioned that he had, at the start of the campaign, offered an award (a free dinner for two, paid out of his own pocket) to fundraisers who could accomplish a personal challenge he issued.  He noted that Deb Steines secured our largest gift thus meeting his challenge – as did Annika .  He thanked both, the campaign committee, and the 70 or so volunteers for their efforts.

LM: What could he advise us with respect to whether pledged annual gifts would come in on time – is there a rule of thumb we should incorporate into our cash flow planning?

BD: Payment reminder notices will be sent – the amount of default should be less than 5% and the mistiming from annual due dates shouldn’t be material. But, as always, plan for the worst and hope for the best.

Penny: Fundraising going forward? If there are future solicitations, what should we do given that the annual donation period is strongest at the end of the year yet MRG is seasonal, people get excited about Xmas. If we defer do you think that will cause issues for us?

BD: That’s a fair point. Recommends no formal solicitations before 2010 so approaching people at the end of 2019 seems a little tight.

JE: Thanks Bob for sticking with us!

EP: Echos.


Jim Elkind presents about Stark Mountain Foundation’s ongoing support of the Campaign and the ongoing evolution of SMF. Credits the structure of the board and the quality of the management as integral to the success of the campaign.


BoT related business: Need a new Board Liaison to the Campaign Committee.



Eric moves to appoint Brad Noble as the new Liaison to Board for the Campaign Committee, effective July 1, 2019

Matt M seconds

Passes unanimously


9:30 AM        Facilities Committee (Matt L/Meg S)


Plans have been getting more detailed, (like the options for siding on the new Patrol building and the plan for the bar window.) Everything is still on track with the target budget of $3m. The Ski School lunchroom was officially accepted as one of the selected projects. Currently, including the remaining unselected projects would cost approximately $420K more. The bulk of the cost of these unselected projects relate to wiring and mechanical improvements.  A few of the smaller unselected projects could be done by MRG staff or volunteers.


Meg S will meet with Britton this Thursday to work on the content for a webpage about the projects. Content should include the mission, committee members, renderings, Annual meeting video, before photos, FAQs and a contact form. A virtual tour and other content may be added.


9:45  AM       Special Meeting and Vote on Facilities

The board reviewed the sections of the Bylaws pertaining to votes required for the facilities projects.  92 votes needed to meet quorum requirement. It will be important to do a mailed ballot to meet quorum. Ballots need to go in the mail in mid-August to meet requirement of 30 days prior to vote. Coincides with the APR mailing. EP has conversed with Sharon about the advisability of combining the Shareholder Vote materials with the APR mailing. Matt L suggests sending them together with wording on the envelope that would make it clear as to what is inside.

Language on the ballot will be very important. Ballots should be followed up with an email reminder to vote – it’s a big deal vote and we should encourage participation as such.


Barclay and Matt M tested some online Shareholder voting. Although initial tests of cloud-based voting platforms was successful and privacy was deemed to be maintained, it was generally agreed that on-line voting was not advisable for the Facilities votes, given the gravity of said vote and the amount of unknowns and risks with an untested online system. The general consensus was to possibly use online voting for the 2020 annual meeting.


Matt suggests scheduling a BoT meeting in July/August so the wording in the ballot can be determined and approved and the FacComm can be informed of what is going in the mailing within adequate time for mailings to go out. EP agreed to post a poll to determine an agreeable date.

Discussion of the PoP Cash Forecast and amount MRG will finance for Dec 2020. It will be disclosed in the mailing that the mountain will be borrowing.

MS, JT, EP and MM volunteered to convene to draft the preliminary ballot language and requested input on topics to be covered by the remaining board members.



Motion: The Mad River Glen Cooperative Board of Trustees shall convene a special meeting of the owners on Saturday, October 5, 2019 to consider authorizing capital expenditures to complete the design and construction related to the renovation of the Basebox and the Ski Patrol/Ski school building, and that the Board of Trustees review and approve the meeting notice and ballot language prior to their being sent to the owners.

Barclay moves

Eric Seconds

Passes unanimously





10:20 AM      Election of FY 20 BOT Officers  (Eric)


Motion: The Board appoints the following Trustees as officers and members of the Executive Committee for Fiscal Year 2020


John Tobin – President

Ron Shems – Vice President

Matthew Milan – Treasurer

Barclay Rappeport – Secretary


Eric makes motion

Meg S Seconds

Passes unanimously


10: 25 AM     Adjourn

Eric makes motion

Meg S Second


Manager’s Report 6.15.19