Saturday, March 21, 2020, 8:00 am. Meeting was held by conference call only. No in-person meeting.
Present (on phone call): Matt Lillard, John Tobin, Barclay Rappeport, Ron Shems, Meg Schultz, Leigh Michl, Carol Pierce, Andy Weis, Brad Noble, Matthew Milan
Shareholders: Eli Godwin, Mike Boland, Lars Bruns, Matt Blood
8:04am Call to order, shareholder comments: There will be an additional comment section at the end of the public meeting. Matt Blood asked if there is a policy for skinning at this time. Matt L remarked that the policy has not changed since our closure. Matt would like to continue to allow skinning as long as it is not drawing in additional visitors. Matt B commented that Sugarbush has been grooming and questioned if we would do the same. Matt L commented that staff is largely home at this point.
Consent Agenda Items
Approve minutes for February 20 meeting: with no objections the minutes are approved.
III. Reports and Discussion
Management report (Matt L) – See attached. The rapid close to the season resulted in many events being cut short or canceled. Matt wants to recognize the staff for coming out of an incredible February and getting through a crazy period in March. Main efforts now are to move forward and get ready for next year. Food has been distributed to employees. VSAA and the state are assisting with unemployment options. At this point, financial modeling shows that we should be able to get through the summer without the LOC.
Ski lockers will continue, but rates will rise.
Admin is closed to walk in visitors
Basebox is being closed up and packed.
Spring seasons pass sales will launch on Monday.
Mountain operations took this past week off and will be coming in to assist closing down the mountain and prepping for the coming construction.
Retail shop will be taking Mad Money via the phone throughout the summer.
Ski School and Race wrapped up their programs.
Freeski team had a great season.
Race had a great season and hosted successful events – largely due to the increased snowmaking.
Rental/Repair had a great year and made use of the new grinder.
Ski patrol will be breaking down the mountain as weather permits.
Cricket Club will be storage for the summer.
Naturalist program will be revamped over the summer.
Finance committee report (Matthew M.): See attached. February was one of the strongest months in the history of the Co-Op. 2nd largest revenue month on record for the Co-Op. Lift ticket sales exceeded expectations by 40%. Management has been in communications with the FC to move up projects as possible with the unexpected shut down.
February 2020 – virtually all departments were up. Strong President’s week contributed to this success.
Update on building projects (Matt L): Building projects are ready to go. As of now, the construction company is following CDC and VT Dept of Health guidance and expects to be able to complete the project in full. The project can be moved up a week to start on April 1 rather than April 7. There will be an update at the annual meeting. Originally we had anticipated using a portion of the rainy day fund, but discussions have been started to look into financing the Co-Op’s portion of the construction. Barring any massive changes due to COVID-19 we should be going ahead. Leigh questioned as construction has halted in NYC and Boston and wondering about supply chain disruptions. Matt replied that they have had discussions with the construction company. Our contractor is hopeful that we will not be affected as the city sites are being more affected by transportation and the density of population in the cities. At this point, the contractor is confident. John T expressed concern regarding the safety of workers. Matt replied that they are following governmental guidance.
Proposed change to lockers (Matt L): Lockers will remain. There will be a fee increase.
Discussion of plans for the Annual Meeting: The Annual Meeting will be held virtually with only people on-site being those who need to present. Matt L has arranged with MRTV to livestream the meeting via Facebook Live, on their public access channel, and on YouTube. The meeting will be recorded as well. Ry Young will be in attendance to take shareholder questions as they come in. Barclay suggested that any presentations be submitted ahead of the meeting for shareholder review so questions can be submitted ahead of time. Matthew M will have the finance report ahead of time as well. Ron commented to make it clear that there will be no in person attendance. All voting ballots will need to be submitted ahead of time as there will be no in person voting. Matt questioned the ability to scan and submit ballots via email? The bylaws do make a provision for an electronic vote. Meg S commented that Revitalizing Waterbury is using a Google form for their annual elections.
Review new trustee onboarding procedures (John): The existing new trustee on-boarding procedure has been distributed to the board along with a proposed welcoming letter from John Tobin.
Should the articles of incorporation be provided to new trustees?
Matthew M felt that while the packet of paperwork should be provided, the walk through should be more detailed.
John commented that the packet currently includes a one month financial statement, but suggested that a full year overview would be more helpful.
List of employees with contact info – is this appropriate? As employee contact is a management issue then the contact should be through the GM vs the trustee communicating directly to the employee.
Information about liability insurance and liquor license – not currently distributed to the new Trustee.
Tour of facilities by the GM – should this happen on an annual basis with new Trustees in the fall? It’s in the current document but hasn’t been in practice. Matt M commented that he found it very helpful to have the walk through when he came onto the board. Carol was in agreement with Matthew and commented that she also appreciates the opportunity to get to know the employees.
John T requested Trustees contribute to the editing of the on-board document over the next month.
Ron suggested that a sit down with the new trustees regarding how the role of a trustee works, how the board works, would be part of the on-board procedure. John suggested this could be done by conference call.
Proposed summer capital improvements (Matt): Matt requested $35,000 for the following projects to occur over the summer: Work on the admin building siding and window replacement. The Lift 4 top shack needs some work. Moving forward there is a need for moveable storage containers to replace the temporary tent behind the work/Mt Ops shop. The storage units would go behind the shop or by the pumphouse. Matthew M moved to approve the request, Ron 2nd. Unanimous approval.
Open Items & New Business
Ways to improve community engagement (Deferred to offseason)
Collect and put online board policies (In progress)
Forest Plan (To be updated this summer)
Strategic Plan (To be updated by 2020-2021 board)
Additional Shareholder comments if necessary: no additional shareholder comments.
8:52 AM Public meeting was closed and the board moved to executive session
9:14 AM Came out of executive session
Brad moved to approve the resolution, Carol 2nd, Unanimous approval
Adjourn at 9:16am – Matthew M moved to adjourn. Brad 2nd. The meeting adjourned.
The Board RECOGNIZES that:
Trustees are to engage in exemplary behavior and adhere to the Trustees’ roles and responsibilities and code of ethics;
The Trustees have a Code of Ethics. Provisions of the Code of Ethics include:
As a Co-op Trustee, I pledge to:
* * *
Disclose any personal or organizational conflict of interest that I may have and recuse myself from any issues related to that conflict
* * *
Be honest, helpful, diligent, and respectful in my dealings with the Co-op, with other Trustees, and with the Co-op’s management, staff, and shareholders
* * *
Agree to abide by the majority action of the Board, even if it is not my own personal opinion
Present the approved policies of the Board of Trustees, rather than my own opinion, when I speak for the Co-op to employees, shareholders, customers, and the general public.
Refrain from asking for special privileges as a Trustee and from interfering with management’s authority
The Board’s “Roles and Responsibilities” policy reinforces that the Board and its members shall: “publicly support management and staff [and] abide by the Code of Ethics.”
Trustees are not to put their personal interests before those of the Cooperative.
Trustees are not to engage in aggressive or intimidating behavior towards staff or trustees in pursuit of personal interests, or for any reason whatsoever.
The Board RESOLVES that:
A recent extraordinary situation has resulted in the Board exercising one-time leniency regarding certain violations of the Code of Ethics.
The Board has internally warned a Trustee regarding certain other violations of the Code of Ethics and Roles & Responsibilities.
The Board reaffirms that Trustees must adhere to the Code of Ethics and Roles and Responsibilities, and the necessity of enforcing these documents.
The Board reaffirms its confidence and support in the leadership of General Manager Matt Lillard.