Board of Trustees Meeting Minutes June 6, 2009

Mad River Glen Cooperative

Board of Trustees Meeting Minutes

Saturday, June 6, 2009

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 a.m. on Saturday, June 6, 2009 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

Trustees Lars Bruns (Treasurer), Jim Elkind, Liz Godwin (Secretary), Geordie Hall, Jed Kalkstein (Vice-Chair), Gary Lange (phone-in), George Lesure, and Bill Reynolds (Chair) were present.Betsy Jondro was absent.President Jamey Wimble was also present.No shareholders (“SH’s”) were in attendance.

8:08 Call to Order

Trustee Reynolds called the meeting to order at 8:08 a.m.

8:09Adoption of Minutes (ACTION)

8:12 Management Report

Vermont tramway regulations require that we perform tests each year on 20% of the grips on each of our lifts.During this spring’s grip testing on the Single, there were three failures (there were zero failures last year). The flaws were not critical from a safety standpoint, but the number of failures was surprising.Longer lifts tend not to have as much wear on the grips as shorter ones, due to the grips going around the bull wheel fewer times on a longer lift (the trip around the bull wheel accounts for most of the wear on a grip).We have sent the failed grips to Doppelmayr/CTEC for evaluation.There is a seven-year warranty on the grips.

The same regulations require that another 20% of the grips now have to be tested because there was at least one failure in the first test; if the additional test results in any failures, we must test all the grips.This would cost us $2400.President Wimble is working with the state inspector to try to get Doppelmayr/CTEC to pay for testing 100% of the grips, which may be an uphill battle.He will keep us updated.

The reason why our diesel tank gave a low reading on the cathodic protection test was that a ground rod from the Single transformer was touching the tank, grounding it out. Upon inspection, the tank was found to be intact and in good shape. The problem has been corrected, and re-testing of the tank will occur in a week to check for a new reading.The engineer believed that we had an 80% chance of it passing.

The ski industry is slowing way down with respect to expansion at this time. Only twenty-three lifts are scheduled to be installed this summer in the U.S. compared to fifty-seven last year. There are no new installations in the state of Vermont.

President Wimble is continuing to research alternative heat sources for the maintenance building.The problem of smoke and lack of a water source may prevent the use of wood heat, but we continue to look at alternatives.Trustee Hall noted that the Green Mountain Club building has a computer-controlled wood heat boiler which may be a model for future endeavors.

Mad River Glen has won the Preservation Trust of Vermont’s 2009 preservation honors award for the Single Chair refurbishment. There will be a luncheon on Friday June 12^th at the St. Anne’s Shrine in Isle La Motte, at which we’ll be represented by Trustee Reynolds and Trustee Hall.

President Wimble is working with Efficiency Vermont on ways to reduce our energy consumption.One project being considered is a filter system to go on our electric feed that would increase our efficiency and therefore lower our costs.He is consulting with our electrical contractor regarding this, because it may affect our two DC motors.

Summer camp numbers are down regionally and nationally, and we are no exception.As of this week we were at about 35-40% full compared to our usual of about 100% (twelve campers per day). We have done some direct mailings of postcards and sent emails which have increased enrollment.Fayston School has dropped their camp program due to low enrollment; they will let us have their list of former campers so that we can contact them about our camp.Trustee Hall suggested that offering scholarships for some of the remaining slots would be a good community goodwill gesture.Trustee Elkind asked if the lower enrollment would allow us to reduce the cost of operating the camp. .President Wimble said that it’s possible to lower it a bit, but not by much.President Wimble reported that we have already adapted to allow individual day-by-day registration instead of full-week registration.

Share Sales:

We sold one share for the month of May against a budget of one. We sold fourteen shares year-to-date.Share sales are down; whether it is due to the economy or not is hard to tell. We had one hardship request that the executive committee approved.

Financials:

May profit and loss (P&L) is on budget. We have approved $45,000 for capital expenditures for the summer.

8:34 AMPricing and Budget (Action)

Jamey presented and reviewed the proposed 2009-2010 Budget that was reviewed and recommended by the Finance Committee.

Revenue

Day ticket and Mad Card sales have been adjusted downward for next season from that projected by our model.Season passes sales have been projected to decreaseslightlydecrease slightly.We have specifically factored in some rain during the December holiday which nets significantly less revenue for December.There are two scenarios for December:“the proposed scenario” vs. “a Plan B/conservative approach;” the proposed budge is built on a scenario that assumes some poor weather days/conditions, while the more extreme “Plan B” scenario reflects a more drastic revenue reduction that would result if the mountain were to remain closed for December and not open until the first week of January.Trustee Hall asked when Plan B gets implemented.Trustee Bruns explained that that happens if we do not open until January 7 and then have an average season after that.President Wimble also explained that if we have softness in ticket sales due to bad conditions during the season, cost reduction measures embedded in the Plan B budget would be implemented.

Trustee Hall asked if we would have the same number of kids in our ski school program.President Wimble replied that we’ve reduced enrollment for this year to provide for greater instructor capacity for public lessons.We’ve instituted a slight price increase for programs.The cut-off date for lesson enrollment is Oct 15, so we’ll know by then about volumes.Dec 15 is the Mad Card cutoff date.

Trustee Hall also asked how our pricing of passes compared to the regional average.President Wimble knows there is some competition with the “North Pass” at Sugarbush.

Expenses

Using 100% recycled paper products would cost us an additional $13K if we were to pursue that option.This is not currently reflected in the proposed budget and would be implemented only if it were funded by Stark Mountain Foundation or another source.

Trustee Bruns noted that we’ve supplied Stark Mountain Foundation (SMF) with a list of possible projects with which they could help us financially.SMF’s funds are limited at this time but they are still willing to help the mountain with projects that are aligned with their mission/vision.There were some questions about possibly using excess money from the “Ski Green” program to fund “green” projects on-mountain.However, due to the wording of our promotion of this program, we are obligated to give all monies, not just the ones that compensate for our carbon footprint, to Native Energy.Management is considering changing the wording so that excess funds collected in the future could be applied toward funding “green” operations/projects on the mountain, which would give us more flexibility.

The line item for credit card fees is significant.Trustee Bruns noted that we could encourage SH’s to use checks or debit cards to avoid the fee and save the Co-Op money.President Wimble stated that he is exploring ways to encourage the use of check and debit card payments to reduce the credit card fees we pay.

Facilities expense is calculated based on not using Lift 4 midweek, which could cause problems for Harwood race team and also could give the impression that not all of our trails are open in the snow report, when indeed they might be.Trustee Hall postulated that we could run Lift 4 just for Harwood so as to maintain that community relation.President Wimble replied that we are indeed going to try to do that.

“MRG Book” expenses and sales are going to show up on the retail line for 2009-2010.

9:30AM Committee Reports

The Finance Committee (FC) met twice this month; their minutes are posted to the MRG cooperative website..Trustee Reynolds commended the FC for their hard work and noted that the Chair and the Board greatly appreciate their efforts.Trustee Bruns commended the three new board members (Trustee Lange, Trustee Lesure, and Trustee Elkind) for their participation in the FC discussions.

The Board Development Committee had nothing to report.

The Executive Committee approved one “extraordinary circumstances” request to tender a share.

9:34 AMNew Business

Trustee Reynolds has arranged for Bob McCullough, a professor at UVM, to come to our July meeting to discuss the National Historic Registry (NHR) application process and how we might be listed (district vs. Single only).He will be accompanied Sue Jamele, who formerly managed the NR program at the Vermont Division for Historic Preservation.

Trustee Hall asked if there were plans for an action item at that meeting, as he would like time to discuss what we will have learned from this presentation.Trustee Kalkstein suggested listing it as an action item then postponing it to a later time if necessary.Trustee Bruns asked if there are any local funding sources that might help pay for the NHR application cost.President Wimble said there were funds available last year, but there may not still be money there; he will enquire further about those.Trustee Reynolds advised that the filing could be a graduate-level project for one of Bob McCullough’s UVM students.

Trustee Lesure and President Wimble have discussed how to accommodate more SH volunteer involvement.Trustee Lesure will be sending out a memo this week regarding that meeting.

9:45 AMExecutive Session (Personnel and Other Matters)

Trustee Hall recused himself at 10:02 a.m.

No action was taken during Executive Session.

The Board came out of Executive Session at 11:05 a.m.

11:07 AMAdjournment