Board of Trustees Meeting Minutes March 5, 2005










March 5, 2005



<![if !supportLists]> a.      <![endif]> Management Report

<![if !supportLists]> b.      <![endif]> Financial Report


After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:05 PM on March 5, 2005 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.
Trustees Alan Moats, Rick Moulton, Mary Schramke, Jay Appleton, Paul Finnerty, Bill Reynolds, Jed Kalkstein, and Deb Steines were present.Leigh Michl was absent.Also present was President Jamey Wimble and several shareholders.


Chair Alan Moats called the meeting to order at 5:05 PM.


Upon motion duly made by Bill Reynolds and seconded by Mary Schramke it was unanimously
VOTED: To accept the minutes of the February 5, 2005 board of trustees meeting.


There were no comments from the shareholders present.


The Management Report is attached for reference.Jamey is working with a homeowner on an easement for the future, he will present to the Executive Committee when resolved.Shares tender on the report have been paid out; the new policy will go into effect for the new fiscal year.


The Financial Report is attached for reference.March is looking good, and the weather forecast is for snow through the next 10 days.


The finance committee recommends $119,000 for Tier 1 according to the capital plan with caution because of the possible expenditure for grips on lift 3.The grips are over the 20 year limit and will need replacement, could cost $30-50,000; this is for 50 grips.Jamey is looking for other alternatives.Order should be placed by the end of March for next season.
Point of Sale (POS) system- the current system is not working properly and the vendor is not supporting the system.Last year staff tried a software upgrade that only made matters worse; other ski areas are having the same problems with the software.The existing software does not allow us to track shareholder purchases or point of sale purchase.The new system would allow us to use swipe cards and track purchases and lift tickets.


Upon a motion made by Jed Kalkstein and seconded by Mary Schramke, it was unanimously

VOTED:To approve the recommendation of the finance committee for capital expenditures of $119,000, taking care to account for lift 3 grips as a priority.


Committee for Single Financing – this is actually financing for whatever option is finally determined.This is in the early stages to put together a committee.The board needs to authorize the committee, Jed agrees to Chair the committee with Leigh Michl taking a role in the planning.The scope of the committee would be open to discussion but Jed’s recommendation is that it be primarily financial. Jed will prepare a scope of work and it’s mission statement for implementation with the new board in April.The timetable of the committees work will be based on the direction received from the shareholders at the annual meeting.

Q&A- The report submitted on the Single by the contracted Engineer is available in the office for shareholder review.

Bob Rogers commented that he hoped the finance committee would review ticket prices relative to the Single Chair expenditure; he requested that shareholders be told the 10-year impact.Jed commented on the reliability of a new chair impacting expenses positively; he did not feel it would have a significant impact since we have been putting aside $75,000 annually.Discussion continued on the impact of debt on the P&L over the next several years with several shareholders commenting.Jed commented that we would look at other ways to raise funds such as selling existing chairs, and other fund raising efforts that would not create dept.

Alan noted that if a shareholder does not agree with the question put to the shareholders on the ballot they can vote ‘no’ and will hopefully comment so the board will have direction.

On the capacity issue, Jamey put the following out on the list on March 2: the chair is designed to run at 600 feet per minute or 500 people per hour; it will be impossible to run at this rate, in reality it will run at 420 PPH, with a rope speed of 500 FPM.We cannot run a fixed grip single faster than that for safety reasons.It will run at the same speed the current chair is run today.

It was noted that a double running at 800 PPH would be the same cost as a single running at 500 PPH.The double chair that cost $1.6 million was for 1000 PPM.

Chris Haviland made the suggestion to look at an alternative chair with a potential for increased capacity in the future similar to what was done with the Sunnyside Double which runs at 800 PPH but is rated for 1200 PPH.Alan Moats noted that this would require a brand new lift with new towers and return station and require a 2/3 majority to implement.

Rocky Bleier suggested the board look at extending the Birdland chair to the base area for novice and other skiers that would opt for skiing Birdland; it would take skiers off the other lifts and resolve some of the current issues.

A shareholder suggested we take into consideration the potential to add additional terrain.

Liz Goodwin thanked Jamey for responding to the capacity questions on the list serve.She also complimented the latest issue of the Echo for its presentation and content.

Alan Moats commented that the board has been very pleased with how effective the list serve has been and encourages shareholders to continue using this avenue for conversation.He reminded everyone that all the options are still wide open and the ballot will determine which direction we go in.

Shawn Kalkstein commented that some people do not mind waiting in the lift lines and is part of the fun of skiing MR and questioned the reasoning behind putting in a lift with increased capacity even if it is not utilized.

Mary thanked Alan for his years of service on the board since this is his last regular board meeting.

There are currently 700 out of 1700 shareholders on the list serve.


Finance Committee-covered previously.

Election Committee – Deb Steines reported that the last 30 minutes of the tapes were could not be transcribed, due to a broken tape.Paul and Mary will review the transcript to determine the best way to have the candidates give their closing statements.

Facilities Committee – No report.

Board DevelopmentNo meetings, no reports.

20th Committee – No report

Executive Committee – The Executive Committee did not meet and there were no Executive Committee actions since the prior trustee meeting.

Shareholder Relations – No meeting, no report.


Sunday, April 3, from 5-5:30 PM for election of officers.

The May meeting needs to be set; will be either May 14 or 21 depending on budget preparations.


Liz Goodwin had a capital question about AED, yes we have two.

Rocky questioned whether a petition circulated by e-mail was valid. Alan commented that a signature is a key component of a petition.Bill Reynolds commented that VT has an electronic signature act that could make it valid but could not verify how that signature is enacted.Rocky also commented that there are two committees that only have one board member when the by-laws state their needs to be two board members on each committee.Rocky also stated the board had voted to hire someone to take minutes, therefore the board should vote to change the policy back to having the Secretary take minutes if it so chooses.He also said he did not appreciate comments made by Leigh Michl concerning his candidacy at the February board meeting.


The board met in Executive Session to discuss personnel matters at 6:52 PM.


Following the Executive Session, there being no further business to come before the board, the meeting adjourned at 7:35 PM.

Respectfully submitted, Deb Steines

A true record.




Deb Steines, Vice-Chair