MAD RIVER GLEN COOPERATIVE
MINUTES OF MEETING – FINAL
March 6, 2004
After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:07 PM on March 6, 2004 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.
Trustees Jito Coleman (acting as Chairman), Deb Steines, Jay Appleton, Paul Finnerty, Leigh Michl, Lu Putnam, and Ken Eaton were present. Alan Moats and Rick Moulton were absent. Also present were President Jamey Wimble and counsel Peter Monte as well as several shareholders.
CALL TO ORDER:
Acting Board Chair Jito Coleman called the meeting to order at 5:07M.
APPROVAL OF SEPTEMBER, OCTOBER MINUTES
Upon motion duly made by Jay Appleton and seconded by Deb Steines, it was unanimously
VOTED: To accept the minutes of the February 7, 2004 board of trustee meeting.
SHAREHOLDER COMMENTS
There were no shareholder comments when Jito Coleman opened the floor.
MANAGEMENT REPORT
There were no comments.
FINANCIAL REPORT
There was a discussion of YTD financial performance. Performance has been strong despite warm March and very cold January weather. YTD revenues were up over $80K versus budget and cash was at an all time high for the Co-op ($882K). It was noted that the cash balance would decline during the summer months when there were no revenues but expenses continued. There was a discussion of higher than budgeted Basebox expenses. Most of the variance was timing related and/or understood (i.e., higher wages).
Mr. Coleman suggested that the Finance Committee write-up an analysis of the Co-op’s present financial structure versus early years to explain the effects of pricing and the strong service department contributions to overall revenue and operating profits. Such a discussion would be particularly useful in guiding future board pricing analyses and decisions.
Paul Finnerty raised a question about complementary tickets. Mr. Wimble stated that the number of comp tickets was high, but there were no abuses and most of the comp tickets were part of programs, such as the required comp tickets as part of our VSAA membership.
Ms. Steines reviewed the proposed change to the 401(k) plan from the present 50% match for 3% of salary to a 50% match for 6% of salary. The idea was discussed at the previous meeting and deferred to this meeting for action.
Upon motion duly made by Deb Steines and seconded by Ken Eaton, it was unanimously
VOTED: To approve the recommended change in the Co-op 401(k) plan to allow a 50% Co-op match to employee contributions up to a maximum of 6% of salary.
Finance Committee minutes had been distributed to the board previously. Ms. Steines discussed the findings of the Committee. The Committee recommended approval of the $107K for Tier 1 (most critical) capital expenses, but noted that the President may seek additional approval for Tier 2 expenses, depending upon financial performance during the remainder of the ski season.
Mr. Wimble reviewed the major portions of the Tier 1 plan. The major items included:
Point of Sale (POS) system – The proposed expenditure represents an upgrade to the system that would include a swipe card capability that would allow holders to download money from a credit card to the swipe card allowing the Co-op to (1) track shareholder purchases, (2) facilitate spending by customers, and, potentially (3) reduce the need for Mad Money. The initial implementation would be in the ticket office and ski school and it would be rolled out throughout the operation in subsequent years.
Other major items included replacing old, decaying telephone lines; a color printer; a ski tuner in shop (the current one can’t tune fat skis); normal rental shop equipment; an all terrain vehicle; the rebuilding of the Birdland top station ramp and lift shack; a furnace in the patrol building; Double and practice slope safety circuits; and a Birdcage water system to ensure potability of water. A number of smaller items were mentioned as well, including new ski school uniforms and more repairs to the Basebox.
Mr. Wimble then reviewed Tier 2 items, which included more culvert and waterbar work on the trail system, replacing the grips on Lift 3, a new snow machine, more work on the Birdcage, and reconstructing the Lift 2 patrol shack, the Lift 1 liftie shack, and the Starks Nest roof and deck.
Mr. Wimble turned to the Tier 3 capital items. Separating ski repair from rental was proposed by expanding into the existing locker area. The lockers would be relocated to the future new patrol/ski school/garage building. The Double chair would be converted to a triple (see below). Also included were more repairs to the Basebox, a yurt/tent for the race program and ski school customers, burying base area electric service underground, and rehabilitation work on expert trails.
Discussion ensued regarding the proposed Tier 3 item to change the double to a triple chair. This would increase the lift’s capacity from 800 skiers/hour to 1000, resulting in a less than 10% increase in overall uphill lift capacity. Mr. Wimble noted some practical considerations for such a change including the number of small children using the lift (frequently slowing it down) and the number of people accustomed to high speed lifts (that allow more time for loading). There were a number of shareholders and trustees who objected to the notion. Mr. Michl commented that fundamental assumptions of the Strategic Plan were (1) no increase in uphill capacity and (2) no increase in parking capacity. He further noted that uncrowded trails were one of the major assets of MadRiver and he did not understand why we would embark on an expenditure that endangered this asset (particularly because it provided no financial return in increased skier days). Mr. Finnerty stated that his review of the Bylaws found that the shareholder votes were required for “material” increases in lift capacity, not 10% increases in lift capacity. Mr. Wimble stated that his objective was to float the notion at the Annual Meeting to get general shareholder reaction.
Mr. Wimble noted that the board approved capital expenditure formula would provide for $119K of capital expenditures. Additional Tier 3 items were reviewed as well.
A motion was made by Ms. Steines and seconded by Mr. Eaton to approve the proposed Tier 1 capital expenses of $107,500. Mr. Appleton offered a friendly amendment to the motion to move from Tier 3 to Tier 1 $20K of capital expenses for forestry work in expert terrain, subject to availability of a Stark Mountain Foundation grant for this additional expenditure.
Upon motion duly made by Jay Appleton and seconded by Lu Putnam, it was unanimously
VOTED: To approve the amendment offered by Mr. Appleton.
The motion made by Ms. Steines and seconded by Mr. Eaton, as amended, was unanimously
VOTED: To approve the proposed Tier 1 capital expenses of $107,500, including an additional $20K for work on expert terrain (as currently outlined in Tier 3), subject to availability of a StarkMountain Foundation grant for this additional expenditure of $20K.
Election:
Ms. Steines stated that the candidate forum had been held but that there was a slight delay in the production of transcripts.
Finance:
Ms. Steines noted that the efforts of the Committee were related to the capital plan discussed previously.
Executive Committee Actions:
Mr. Michl noted that the Executive Committee approved one item during the month. The Committee unanimously approved the granting of the shareholder list to Robin Bleier for election purposes.
Facilities:
Mr. Coleman stated that the Norwich University efforts to produce CAD drawings of the “architectural charrette” would be posted on the 3rd floor wall of the Basebox.
Shareholder Relations Committee:
Mrs. Putnam reviewed the minutes of the SRC meeting held during the week. She stated that the Committee was concerned about the low number of candidates and noted that the Candidate slate was posted to the list serve but not to the bulletin board. The task group was working on a shareholder directory. It was also noted that the Committee was considering 10th anniversary plans and whether a commemorative party would be handled by the Committee or the Staff. Mr. Wimble noted that the staff was already discussing the idea. Mrs. Putnam offered the SRC help for the event. She also noted that Bill Heinzerling had sold a commendable number of Shareholder Pins.
Board Development:
Ms. Steines had nothing to report.
Personnel Committee:
The Personnel Committee is working on the annual performance appraisal of the President/GM.
20th Hole:
Nothing significant to report but meetings were continuing.
SHAREHOLDER COMMENTS
There were a number of comments related to the proposed triple chair suggestion. The general consensus was that the triple was not a good idea. Mr. Heinzerling commented that he wanted to see the Shareholder Race raised to higher visibility. He noted that the Basebox was out of the current issue of the Echo.
EXECUTIVE SESSION:
The board entered executive session at 6:31pm to discuss personnel matters. Ms. Putnam recused herself and left the meeting because, as a volunteer employee, she had a potential conflict of interest.
There was no action from the Executive Session and, there being no further business to come before the board, the meeting adjourned at 7:21 PM.
Respectfully submitted, Leigh Michl
A true record.
ATTEST: __________________________________________
Leigh Michl, Secretary
Attachments
Mad River Glen
3-6-04
Operations:
February was a good month both financially and operationally. President’s week was one of the best we have ever had. Good snow, normal temperatures led to a happy crowd.
Eric will be attending a Ski Writers conference in Telluride the end of March.
VSAA received $350,000 from the state to use for marketing Vermont skiing. $150,000 will be used this season and the remainder next year. This was granted due to the bad January to help the ski areas rebound.
MRG is showing some of the best #’s in the state YTD. Over all we are on budget.
Single has run smooth since we made the final adjustments.
MRG skiers dominated the Castle Rock Challenge at Sugarbush. Our kids took 5 of the top 6 spots to blow the rest of the field away.
Share Sales:
Slow month for share sales. We sold 2 shares against a budget of 6 for the month. We tendered 4 shares.
We have sold 31 shares YTD against a budget of 22. We have tendered 19 shares YTD for a net of 12 shares sold YTD.
With February’s low numbers we evaluating any trends.
As the number of subscription shares gets smaller this will affect the amount of capital money we have to spend. Total share sales number is one of the components to the capital spending formula. This will get smaller each year.
nbsp;
Financials:
February preliminary numbers look great. However, not all expenses are entered yet. It will still be a good month but not what you currently see on the financials. YTD has us back on budget.
Our insurance company has told me that the check for single repairs has been cut and we should be getting an audit for the business interruption any day. Of the $15,000 in repairs on the single we will receive $10,000. ($5,000 deductible)
We have $882,000 cash in the bank. $225,000 is for the single. This is the highest cash reserve the Coop has had. Not many areas can say that and be debt free.
February Financials
