Board of Trustees Meeting Minutes June 9, 2012

Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, June 9, 2012

 

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 9, 2012 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustee	Attendance	Trustee	Attendance
Bruns (Chair)	Present (dep. 9:30)	Lange	Phone-in (from bicycle!)
Elkind (Vice-Chair)	Present	Liu (Treasurer)	Phone-in
Godwin (Secretary)	Present	Lesure	Present
Anderson	Present	Stetson	Present
Jondro	Present	Holtan (Trustee-elect)	Present

 

Also present were President Wimble and three shareholders.

 

8:04 Call to Order

 

Trustee Bruns (Chair) called the meeting to order at 8:04 and welcomed the assembled shareholders to the meeting.

 

8:04 Shareholder Comments and Questions (SHC’s/SHQ’s)

 

None at this time.

 

8:04 Review & Approve Minutes of the Annual Meeting, 7 April 2012 (Action)

 

Motion	Made by	2nd by	Aye	Nay	Abstain
To approve the minutes of April 7, 2012.	Trustee Jondro	Trustee Stetson	8	0	Trustee Godwin

 

Approval of Minutes of 12 May 2012 (Action)

 

Motion	Made by	2nd by	Aye	Nay
To approve the minutes of May 12, 2012.	Trustee Godwin	Trustee Elkind	9	0

 

 

 

8:07 AM Last Chair Thoughts

Trustee Bruns summarized his five years (to date) of service by noting that the Strategic Plan had been updated, the BAMP process is proceeding, and the Co-op By-Laws are robust. He advised incoming officers to “resist the temptation to tinker” and to rely on the expertise of President Wimble and the mountain staff.

 

8:10 AM Management Report – President Wimble

 

Operations:

Verizon lease has started effective June 1, 2012. Construction should begin sometime in next few weeks. This will be a good supplement to income and a great customer service.

 

General Stark’s pub will be open 3:00PM – 8:00PM Friday-Sunday starting June 22 through September, serving a limited bar menu.

 

The Base Area Master Plan (BAMP) continues to move forward. Last week we met with mechanical, electrical, plumbing, structural, and civil engineers to do a walkthrough of the building for them to do their assessment for BAMP. It was a productive afternoon. We have also received a comprehensive schedule from them on the steps for the next four months. On Tuesday of next week the architects and President Wimble will go in front of the Fayston Developmen Review Board to get conceptual approval of BAMP. Then we will also do the same with VT’s Act 250 and Agency of Natural Resources. We are still looking at presenting this to the shareholders at Green and Gold.

 

Kingsbury Construction will be doing the plowing for the mountain this winter. Fred Viens, after many, many years of service, is retiring. We envision this being a pretty seamless transition with no increase in cost.

 

Long time patroller Joe Koch passed away this past week. There was a gathering here at Mad River after the funeral services on Tuesday. Mike as usual did a nice job with the pub being open. Trustee Jondro noted his many years of service and wonderful smile.

 

Last week we did some crisis management training with Skip King from Reputation Strategies. First half day was a classroom session with senior staff and John Ayers (Patrol Director). The next day was one-on-one’s with Eric Friedman and President Wimble doing crisis situation interviews. There will be more follow-up through the summer and a final session in the fall including the department heads and key staff members. This will become part of our EAP (Emergency Action Plan).

 

Share Sales:

We sold one share in the month of May against a target of zero. Nineteen shares have been sold YTD. There are just two shares at this time to be tendered this fiscal year.

 

Financials:

May came in a little under budget as we continue to watch costs where we can. May is the renewal month for our line of credit with the Northfield Savings Bank and we have increased that so that if we were to have another really bad year it would at least give us the flexibility to have access to cash if we were to need it.

 

8:25 AM Board officer elections (Chair, Co-Chair, Treasurer, & Secretary) to be effective July 1, 2012 (Action)

 

Trustee Bruns pointed out that the By-Law change allowed a smooth transition for new Board Members. Trustee Anderson said that he would rather not take on Board Development Committee Chair if he were to be Secretary.

 

Trustee Lange proxied Annika Holtan to vote in his stead.

 

Motion	Made by	2nd by	Aye	Nay	Abstain
To elect Trustee Elkind as Board Chair.	Trustee Jondro	Trustee Lesure	7	0	Trustee Lange, Trustee Elkind
To elect Trustee Stetson as Vice Chair.	Trustee Jondro	Trustee Elkind	6		Trustee Stetson
To elect Trustee Lesure as Vice Chair.	Trustee Bruns	Trustee Anderson	1		Trustee Lesure
To elect Roy Liu as Treasurer.	Trustee Godwin	Trustee Jondro	8	0	Trustee Liu
To elect Trustee Anderson as Secretary.	Trustee Jondro	Trustee Stetson	8	0	Trustee Anderson

 

Effective midnight July 1, Gary Lange leaves the Board and Annika Holtan is a new trustee. Also on that date, the following will be the new officers:

Trustee Elkind – Chair

Trustee Stetson – Vice-Chair

Trustee Anderson – Secretary

 

Trustee Jondro thanked Trustee Bruns for his incredible leadership over the past three years. She and Trustee Holtan volunteered to co-chair the Board Development Committee.

 

8:50 AM Committee & Working Group Reports

 

BAMP Design and Timeline (Trustee Stetson)

Trustee Stetson presented timelines for various phases of the BAMP. He emphasized that none of it is a “done deal;” various different phases would require pre-approval by owners. We could also pick and choose which projects to complete – it would not have to be one giant all-or-nothing project. This summer’s schematic design work will give us an idea of what our possible fundraising needs and strategies would be. Board members expressed interest in being able to attend FacCom meetings that are scheduled as part of the process. Trustee Bruns advocated for making sure Board members are able to make it to meetings of committees.

 

BAMP Fundraising/Partnerships (Trustee Lange)

1.        Planned Giving and VCF/SMF.

 

Trustee Lange met with Tom Smith, a Senior Philanthropy Advisor at the Vermont Community Foundation (VCF) to discuss how their Planned Giving Partnership works. VCF’s mission is to help donors and non-profits. They saw a need to help smaller non-profits set up planned giving plans because these smaller not-profits did not have the knowledge, expertise, or staff to handle planned gifts. To date, VCF has partnered with over 50 non-profits to establish planned giving plans.

 

Basically, VCF provides all of the back office help, forms, and format, annual accounting and distributions for all planned gifts. There is no cost to set up this arrangement. Once funds are under management the cost is 76 basis points (0.76%) which seems reasonable. VCF also provides templates for its partner organizations to utilize to inform potential donors about how planned giving works. VCF also meets with potential donors to walk them through the process, educate them as to their gifting options, run the scenarios for them, and put the documentation in place for the charitable gift annuity or the charitable remainder trust.

 

An arrangement with VCF could be an appropriate mechanism for SMF to establish and sustain a planned giving program for its benefit.

 

To establish this planned giving partnership does take action by the SMF Board. Trustee Lange would be pleased to facilitate a follow-up meeting with SMF and VCF.

 

2.       VCF Endowment. VCF could also set up an endowment fund at VCF, which could serve as a receptacle for other gifts. This endowment fund would need to be established with a $10K minimum, but $25K makes more sense as there is a minimum cost. This is another account that could be established to fulfill the long-term mission of SMF.

 

3.       SMF BAMP Application. With the help of President Wimble, and input from others, the MRG Grant Application to SMF to fund the conceptual design phase and the Schematic Design phase of BAMP has been submitted. The MRG Board stands ready to answer SMF’s questions on this application. . SMF, as of this writing, is still awaiting input from its accounting and legal advisors as to better determine the aspects of the BAMP that are consistent with SMF’s mission.

Trustee Jondro clarified that planned giving was a separate issue from the BAMP. Trustee Lange agreed that it could be advantageous if the planned giving initiative went forward regardless of BAMP and SMF’s involvement with BAMP.

 

SH Penny Parson of SMF clarified the difference between a bequest and planned giving. (Bequests can be revoked).

 

Ken of SMF: SMF can accept donations and can fund grants for requests from the Co-op. Such grants need to be consistent with their mission, the law, and wishes of donors. SMF is working with its advisors to determine what it can and cannot fund. SMF can only fund projects that provide public benefit and that are consistent with its mission.

SMF will err on side of conservatism. Trustee Jondro: bringing building up to code (e.g. 2^nd stairwell, generator, etc.) does require some expansion – is this something that SMF has discussed with lawyers? Trustee Stetson offered to discuss aspects of the BAMP SMF and/or its advisors to help SMF reach clarity on which aspects of the project would be consistent with its mission and the IRS requirement that SMF’s activities provide public benefit.

 

Penny Parson indicated that SMF is excited to play a significant role in supporting the BAMP but would not be able to mount a fund raising campaign of the scale required. She suggested that MRG staff the campaign.

 

Trustee Elkind, Ken Frye, and Penny Parson discussed the BAMP schedule and the need to have a solid understanding of what aspects of BAMP could be supported by SMF (assuming funds were raised) before the MRG Board’s September 8, 2012 meeting.Penny and Ken indicated this would be possible.

Thanks were extended to the SMF representatives for coming to the meeting and clarifying SMF’s potential role in helping the Co-op with initiatives that dovetail with SMF’s mission.

 

BAMP Communications (Trustee Jondro/Annika Holtan)

Magazine (formerly known as “Area Guide,” goes out to about 14,000 people) will have significant material related to the BAMP including results of the schematic design and ‘motivational’ messages. To meet the October mailing date, BAMP related materials will need to be completed by September.

 

The Echo goes out on Jan 1^st.

 

APR mailing goes out to about 2000 people on August 1^st – will begin to communicate the ‘BAMP message’ and an invitation to shareholders to attend G&G Weekend to learn more about BAMP.

 

SHQ: Deri Meier asked about the balance between MRG as a business vs. charity. Is it a business with charitable overtones? He hears a lot of talk here about charitable giving, and is concerned about long-term sustainability – he thinks we need to be viable as a business for the long-term.

A: Trustee Elkind asserted that it’s a business with a charitable undertone. He emphasized that the current meeting’s talk is heavy on charitable giving because the Board and MRG management know we will have to plan a campaign for at least a portion of the fundraising and that timeline is fairly tight for sending out mailings. Further, without more reliable cost estimates, it would be premature to develop a project budget and project additional income from the project.

 

Trustee Jondro recollected that initial share shares went toward paying off mortgage and getting us out of debt. Co-op has done a great job of not taking on debt; while we could, it is not ideal. Over 17 years of the Co-op, operations have run in the black with the exception of three years, so yes, it is a sustainable business overall with the ability to re-invest.

SH Meier responded that he thought fundraising would be more effective if Co-op pointed out in materials the efforts made by the business to fund the initiatives. Several members of the Board agreed.

 

Board Development – (Trustee Anderson)

Trustee Anderson thanked Trustee Lange for his three years of service, most notably his powerful brevity. He also thanked Trustee-elect Holtan for attending the meetings and getting up to speed so quickly.

 

Volunteerism (Trustee Lesure)

Trustee Lesure met Wes and progress is being made on the Forum through various upgrades to the code.

 

NHR Update (Lars)

We are waiting on federal approval so there are no updates at this time.

 

9:55 AM Action Item Review

 

10:00 AM Break

 

10:07 AM Executive Session – Complete GM Performance Appraisal

 

10:31 AM Adjourn

 

Motion	Made by	2nd by	Aye	Nay
To adjourn	Trustee Lesure	Trustee Elkind	5	0

 

 

Action Item	Responsible Party	STATUS
Cull policies and procedures from minutes on Co-op webpage docs.	Trustee Jondro	Still in progress. All are cleaned up. Eric and Betsy are working with Wes over the summer to update the Co-op website as a whole.
New 14Jan12 – Lange to catch up with SMF representatives regarding Vermont Community Fund	Trustee Lange	Ongoing.
Establish and publish schedule for Finance Committee meetings to be held during the remainder of this fiscal year	Trustee Liu, Godwin	Ongoing. Established, will be published by Godwin.
Submit a grant proposal to SMF about potential financial help with BAMP schematic design phase.	President Wimble, Trustee Lange	Done.
Develop communications and fundraising timelines regarding BAMP.	AH, Trustee Jondro, EF	Ongoing.
Trustee Stetson and President Wimble will assist SMF as requested with any responses needed to understand how aspects of BAMP helps with their mission.	Trustee Stetson, President Wimble	Ongoing.