Board of Trustees Meeting Minutes March 3, 2012





Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, March 3, 2012


After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 p.m. on Saturday, March 3, 2012 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.






Bruns (Chair)




Elkind (Vice-Chair)


Liu (Treasurer)


Godwin (Secretary)













Also present was President Wimble.There were seven shareholders present.


5:05Call to Order


Trustee Bruns (Chair) called the meeting to order at 5:05 and welcomed the assembled to the meeting.He expressed appreciation for the lack of rain for today’s skiing and also conveyed the sympathies of the Board to Andrew Stewart’s family on his passing.


5:06Shareholder Comments and Questions (SHC’s/SHQ’s)


None at this time.


5:07Approval of Minutes



Made by

2nd by



To approve the minutes of February 4, 2012.

Trustee Jondro

Trustee Anderson





5:07Management Report




Work on the Base Area Master Plan (BAMP) continues. There was a meeting with Fayston Development Review Board and had a positive reaction from them on the BAMP. We will submit a conditional use application in May meeting and are not anticipating any problems. Requests for Qualifications (RFQ’s) were sent out in February and we’ve gotten some great proposals back. The Facilities Committee and President Wimble will then distribute Requests for Proposals (RFP’s) to a shortlist and hopefully have a selected firm by April.

SH J. Appleton and Trustee Jondro clarified whether we would be encroaching on the brook based on the BAMP; yes, but no more than we are now.


Holiday week fell short of budget but had some high points. Second weekend was strong with Saturday being a top five total revenue day in Co-Op history. We received some new snow and the crowd showed us there is still pent-up demand. Rest of the ski business saw similar numbers.


We lost a Ski School employee to an accidental untimely death this month. The mountain will be making a donation to a family fund that has been set up through TD Bank.


Summer projects will be minimal this year due to the poor snow year. We are fortunate in that we have gotten many projects out of the way over the past couple summers and are not in a have-to-do mode if we need to conserve cash.



Share Sales:


We sold two shares in the month of February against a target of four. Fourteen shares have been sold YTD.




Preliminary numbers for February were reviewed. Many entries still need to be made so final numbers will be distributed to the Finance Committee some time during the week of March 15th.Cash position is fair as of the end of February.



5:25 PMBrief Discussion on Skinning Perspectives


Trustee Bruns started the discussion by saying that the Board has received several communications about the policy banning skinning uphill during operating hours.Given the volume of feedback, it was thought that a discussion would be beneficial during the Board meeting, even though it is an operational concern and not subject to Board action.He asked if there were comments from SH’s.


Patrol Director Ayers opined that he didn’t think it was a Board issue; it’s a safety issue.He noted that those dedicated enough to hike up the mountain are often our core community members and he didn’t want to alienate them, but it’s become a significant safety concern.Skinners are not highly mobile and aren’t able to get out of the way for downhill traffic.

A number of shareholders and Board members inquired as to whether there was a middle ground, or some way the safety issue could be mitigated. The fact is that MRG does currently allow skinning up the mountain when the lifts aren’t running and most ski areas, for safety reasons do not allow any uphill traffic.

Trustee Bruns summed up this discussion by emphasizing that this is a mountain operations issue, and that the Board would defer to the ski patrol and management. So this is not an actionable item for the Board, but was placed on the agenda to allow the shareholders an opportunity to voice their views on the subject.


5:45 PMAnnual Shareholder Meeting Preparation


Trustee Anderson pointed out that there are three qualified candidates for three slots on the Board.No one has come forward with a write-in campaign.Ballots have been mailed; they include a ballot question regarding the extension of the terms of current Board members for three months so that the changeover will occur on June 30th instead of the day after Annual Meeting [please see Feb minutes for a complete discussion and text of the ballot question].


An agenda has been drafted for Annual Meeting.Trustee Liu will give an overview on the audit, President Wimble will do an overview of the season and talk about the BAMP, Trustee Stetson will also discuss the BAMP, and Trustee Bruns will give an overview of the State of the Co-op.


Shareholder comment (R. Bleier):Regarding the Annual Meeting and the election, he stated that he has a problem with the policy of no politicking/comments in favor of a candidate during the Annual Meeting. He believed that shareholders should be able to make statements regarding the people running during the meeting, possibly limiting those comments to 30 seconds each shareholder.Trustee Bruns and Trustee Jondro stated that they did not believe that such a policy existed.


5:50 PMCommittee & Working Group Reports


Finance Committee (Trustee Liu)

Nothing to report at this time.


Facilities (Trustee Stetson)


There are deficiencies in the mountain infrastructure, particularly the Patrol Building and the Ski School Building.To address this, the Board decided that we needed a Base Area Master Plan before moving forward with any new structures or renovations.The Burley Partnership identified key needs that were most important to address.The responses to the RFP will identify the design fees necessary to complete schematic design of the entire BAMP.Once retained, the completed schematic design will also include an engineering assessment of the existing condition of the present buildings, an assessment of any permit or code requirements that might impact the BAMP, construction cost estimates and design fee to complete the work. At that point, we could decide what options we would proceed with and what fundraising would occur.

Shareholder comment (D. Meier): Concern expressed that we could end up spending up to 6 figures on getting information on the BAMP before deciding if we would go forward with the project.

Trustee Bruns clarified that the Board is empowered by the SH’s to make this decision but that if the Board was looking at spending this amount of money the Board would most likely go to the SH’s for a straw vote. Trustee Lange replied that we would not spend 6 figures if the feasibility study said we couldn’t raise the money.


NHR Update (Lars)


The application has been seen at both the state and federal level and informally they both like it.Minor edits are underway based on feedback received. .Kudos to the authors.


VT DHP Advisory Committee official review will be on 22 March at 10 a.m. – goal is to provide a recommendation to approve the application the National Park Service at the federal level.


Other reviews have been positive and encouraging.


Planned Giving/Endowment Research – Report by Trustee Lange


1.       SMF. SMF is making progress on its due diligence to ascertain the breadth of its mission, and those aspects of Base Area Master Plan that would fit within its mission.  To this end, it has engaged the services of its accountant Wally Tapia, and approached Brian Murphy who is an attorney with Dinse, Knapp and McAndrew.  Mr. Murphy is an attorney who was recommended to SMF as an attorney with knowledge as to the relationship between cooperatives and foundations or 5(c)(3)s.

SMF has also had follow-up discussions with Peter Espenshade of the Vermont Community Foundation on the planned giving front.  It appears that VCF would be an excellent match for SMF’s planned giving needs.  VCF provides all of the administrative supervision, the setting up of the planned giving instruments and documents, houses the funds, and pays the donors their annual income, provides reports to SMF, and charges a very reasonable fee, i.e. far less than any game in town.  It seems like a logical choice for SMF to partner with VCF.  VCF provides these services to many non-profits throughout the State.


SMF has been diligent in their pursuit of the education necessary to make informed decisions.   When the opinions its advisors are known, probably in late April or May, SMF will collectively meet as a board to review those opinions, and should be able to offer some guidance as to its thoughts on the potential funding of the Base Area Master Plan. 


2.       MRG Grant Proposal for funding of the Base Area Master Plan. MRG will have to prepare a grant proposal to submit to SMF for its review to fund the Base Area Master Plan. 

Upon submission of that grant proposal, SMF would review and discuss that proposal at a Board level, hopefully would agree to enter into a grant agreement. The terms and conditions of that grant agreement would take some time and review by both the MRG and SMF Boards, probably on more than one or two occasions.

3.       Fundraising Campaign. SMF is also seeking guidance from its advisors as to how a fundraising campaign should be structured.  SMF is seeking guidance as to whether a campaign committee should be housed under the auspices of SMF or under the auspices of MRG, and whether a campaign committee under the umbrella of MRG might create any conflicts which would raise any red flags as far as the IRS is concerned. It is in the best interest of both MRG and SMF to make sure that a campaign of this magnitude is structured appropriately, that both MRG and SMF are comfortable that they are on firm legal footing, and that this campaign would be feasible. 

The Fundraising process. The first order of business would be to form a campaign committee.  Whether that is housed at SMF or MRG is the first question to be determined.  The second question would be how that campaign committee is to be made up, e.g. whether Mad River Glen board members, or for that matter, staff at MRG, can be a part of that campaign committee?  Can MRG administrative staff assist that campaign committee? 


After the formation of the campaign committee, the campaign committee would select and hire a campaign consultant.  That consultant’s first order of business would be to conduct a feasibility study to ascertain whether the campaign would be successful. The process of forming a campaign committee, hiring the consultant, and getting the consultant to do a feasibility study, from all reports, would take from three to six months.


Funding. There will be an initial need to raise enough funds to pay a consultant to get through the feasibility study stage.  The initial guesstimate from Peter Espenshade of Vermont Community Foundation is that this would be approximately $25,000.  Of course, this should not be considered as a firm figure until a consultant is retained. SMF would benefit from the hiring of at least a part time staff person. They are not now equipped to take the reins of a fundraising campaign of this magnitude. That would be an additional cost.


Shareholder Comment (D. Meier): Concerned that a fundraising drive of this magnitude has low feasibility and advocated for a longer-term, smaller scale incremental approach.

Shareholder Comment (R. Bleier): Don’t underestimate people’s passion for MRG and our ability to raise money. He also advocated for a master plan that includes the lifts.


6:32 PMAction Item Review (Liz)


See below for action item list.


Shareholder Suggestion (R. Bleier): Suggested limiting access to 3rd floor during Board Meetings, extending running of lifts for extra 15 minutes on busy days for goodwill and running double for extra 5 minutes every day as if wouldn’t delay sweep; thank you to Trustee Bruns for running good meetings during his term as chair.



6:37 PM Executive Session



6:50 PMAdjourn



Made by

2nd by



To exit Executive Session

Trustee Lange

Trustee Anderson






Made by

2nd by



To adjourn

Trustee Lesure

Trustee Stetson





Action Item

Responsible Party


Cull policies and procedures from minutes on Co-op webpage docs.

Trustee Jondro

Still in progress.All are cleaned up, all in the same font, pulled out of minutes, etc. They will be loaded onto the website after the season is over.Revisit at that time.

Lange to catch up with SMF representatives regarding Vermont Community Fund

Trustee Lange

[Jan] Ongoing [Feb].Done.

Establish and publish schedule for Finance Committee meetings to be held during the remainder of this fiscal year.

Trustee Liu

[Feb] In progress.