After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 pm on Saturday, March 15th, 2014 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
Also present were President Wimble and approximately 10 shareholders.
*** Calendar reminders:
Annual meeting April 5th
5:02 PM Call to Order
Vice Chair Stetson called the meeting to order. He welcomed the assembled and asked for shareholder comments, there were none.
5:03 PM Review & Approve Minutes of February 8, 2014
To approve the minutes of February 8, 2014
5:04 PM Management Report and preview of summer spend
President Wimble presented his report on operations:
February finally made a turn to winter and operations have been improving through the month.
March 8 we had some technical issues with our POS system and web site (Not related) Our POS system was locking up because a computer on the network had a virus and was slowing the POS transactions. Our IT guy was on site and we finally discovered what machine was causing the problem and disconnected it and we were fine. This had nothing to do with the POS system just a single machine. This affected us for about 2 hours. Network has been scanned and is clear of viruses. We are putting some internal controls together to help prevent this from happening again.
Our Web site was down most of Saturday the 8th due to a problem with our web cam. Problem was fixed by 6PM and I have been assured measures have been taken so this doesn’t happen again. This is also part of phase 2 of our web site overhaul to happen this summer.
Working with Snowmaking Exploratory Committee (SEC) to prioritize what we are looking for with snowmaking study. Had a meeting with Sno.Matic a week ago and went over scope of work presented. Had them reprioritize to include more water withdrawal info. Preliminary look at drainage area forces us down below the Mad River Barn for a withdrawal location and the rough calculations still do not give us much water (500-700GPM). Storage is also still an issue.
We sold 3 shares against a budget of 4 for the month of February. We have sold 16 shares YTD. There are 11 shares on the list to be tendered.
February was a much better month than January.
5:06 PM Annual Shareholder Meeting Preparation
Agenda content and owner review
The board discussed the order of topics at the annual meeting. The order will be: 1) Season Recap. 2) Snowmaking. 3) Fundraising. The board plans to allow adequate time for questions from shareholders.
Trustee Jondro volunteered to tabulate the initial straw poll responses on the snowmaking survey so that information will be available at the meeting. A few copies of the white paper on snowmaking will also be available at the meeting.
5:17 PM Board Development – Elections readiness
Trustee Palola reported a total of four candidates for the board. Two each in/out of state. He still needs help from non-shareholders to help with the ballot counting.
5:19 PM Committee Reports
Finance Committee Update
Trustee Liu reported we are still financially behind last year but with the current conditions and outlook for the next few weeks it’s too early to predict how we will end up.
Fundraising Committee Update
Trustee Holtan reported the Fundraising campaign is laying the groundwork for a capital campaign. Over the next few months, the committee will continue to refine the list of priorities, establish campaign policies, recruit volunteers for various committees and develop a financial plan. The financial plan will consider the mountain’s capital needs through 2022 and detail how monies from fundraising, operations and endowment will be allocated. Shareholder input will continue to be critically important especially as the Coop explores snowmaking options. The campaign is on schedule with Demont and Associates.
Snowmaking Exploratory Committee
Trustee Stetson reported that he and Jamey will co-chair the “SEC” and that Peter Hourihan, Linc Prescott, Lee Minkler, Liz Godwin, George Lesure, Jeff Doolittle, and Robin Bleier have volunteered to help. They are still seeking qualified shareholders with unbiased opinions to join the committee.
The SEC has reviewed the “Snowmaking White Paper” and other preliminary snowmaking information, as well as a proposal from Sno-Matic for conceptual snowmaking system design. It is the consensus of the committee that water and water storage are the initial hurdles for further snowmaking evaluations. Jamey will prepare an RFP for an evaluation of the water supply and storage options for the committee to review.
Other comments and discussion included an idea about partnering with Sugarbush for a special ticket deal when conditions prohibit skiing at MRG, looking at a basic snowmaking system rather than a “Cadillac” version, and the major hurdle of a 2/3 shareholder approval vote for any snowmaking system above 2300’. Also discussed was a survey regarding number of missed ski days due to lack of snowmaking, what the permitting processes would be and to what level the Ski School programs had been impacted by the lack of snow.
Shareholder David Stein has been working on an “unconventional snowmaking system” and he gave a presentation after the meeting was adjourned.
President Wimble has a goal for presenting the SEC findings and more complete information at the September meeting.
5:45 PM Review previously tabled Board Composition policy so that it can be filed for future board consideration
Trustee Godwin reported after considerable research that “no action” needs to be taken in regards to the in state/out of state board composition. The by-laws allow waiving the requirement of 2/3 in-state vs 1/3 out of state should circumstances require.
5:48PM Action Item Review
Create a campaign structure with sub-committees.
Find interested and knowledable individuals to join the Snowmaking Exploratory Committee