Mad River Glen Cooperative
Board of Trustees Meeting
Minutes – Saturday, May 12, 2012
After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 a.m. on Saturday, May 12, 2012 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
|
Trustee |
Attendance |
Trustee |
Attendance |
|
Bruns (Chair) |
Present |
Lange |
Present |
|
Elkind (Vice-Chair) |
Present |
Liu (Treasurer) |
Phone-in |
|
Godwin (Secretary) |
Present |
Lesure |
Absent |
|
Anderson |
Present |
Stetson |
Present |
|
Jondro |
Present |
|
|
Also present were Trustee-elect Annika Holtan, Marketing Director Eric Friedman, and President Wimble. There were five shareholders present.
8:03 Call to Order
Trustee Bruns (Chair) called the meeting to order at 8:03, welcomed the assembled shareholders to the meeting, and noted the theme for the meeting. He conveyed condolences to Ken Quackenbush’s family and friends on his passing. Trustee Bruns noted that the trail Quacky was named after him (and is also a great pre-season trail as it can be skied on frost).
8:05 Shareholder Comments and Questions (SHC’s/SHQ’s)
None at this time.
Approval of Minutes
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Abstain |
Absent |
|
To approve the minutes of April 8, 2012. |
Trustee Jondro |
Trustee Stetson |
5 |
0 |
Trustee Elkind, Trustee Lange, Trustee Godwin |
1 |
8:06 Management Report
Operations:
Ken Quackenbush passed away on Monday, May 7 at the age of 95. Ken was the long-time general manager of Mad River Glen and the man behind the development of the Sunnyside Double and Birdland area. Ken was a big piece of Mad River and will be remembered fondly. There are no services scheduled as Ken said, “I just want to sail off into the sunset”.
The season wrapped up as one of the Co-op’s worst. Paid skier visits and overall visits were down substantially. This pain was felt through most of the ski industry. The good news is MRG has a high percentage of pass holders – we have a very loyal core group.
Management will be proposing to the Board that they authorize $59,000 expenditure this summer for the schematic design of BAMP as well as $51,000 for non-budgeted summer projects.
Next fiscal year budget is being proposed as a reality budget. Preseason sales are often down after a bad year so we are projecting a reduction in our NOI.
Share Sales:
We sold one share in the month of April against a target of two. Eighteen shares have been sold YTD. There are just two shares at this time to be tendered this fiscal year.
Financials:
April numbers were good overall as the breakage from the Mad Cards was high due to the short season. We project an acceptable cash position at the end of the fiscal year excluding preseason sales.
8:15 AM Review & Discuss Finance Committee Recommendation for Summer Spending/Capital Expenditures (Action)
Based on current cash position and Co-op needs, the proposal is to spend on the following items: annual rental gear, various machinery for food service, bridge work, Lift 2 patrol hut work, Basebox stair repair, Basebox window replacement, motor repair for Lift 3, and a mandatory upgrade to our radios (due to federal regulations).
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Absent |
|
To approve Tier 1 summer spending as recommended by FC and staff for $51,000. |
Trustee Lange |
Trustee Jondro |
8 |
0 |
1 |
8:25 AM Review & Discuss Facilities Committee Report on BAMP/Schematic Design (Trustee Stetson)
The MRG Facilities Committee has completed the selection process for architectural and engineering services for the schematic design phase of the Base Area Master Plan (BAMP). The Facilities Committee recommends that the team of Maclay Associates and The Burley Partnership be retained to provide architectural and engineering services for the schematic design phase of the BAMP. The projected cost for this phase of design is $58,520, including expenses and a 10% contingency. Assuming an approval to proceed on May 12 by the Board, the analysis of existing conditions, schematic design of the overall master plan, and cost estimates will be completed in August.
Per the RFP, the deliverable from the schematic design phase includes:
1. Review program information and conceptual design prepared by The Burley Partnership.
2. Provide an audit of the existing Base Box and Bridge Buildings, including architectural, structural, civil, MEP (mechanical, electrical, and plumbing), fire protection, and permitting issues.
3. Evaluate standards-based and performance-based approaches for achieving building energy efficiency to optimize the expected lifetime cost of ownership of the new and affected structures. Present the evaluation and recommend an approach and/or standard.
4. Provide a schematic design of the overall BAMP, including the new ski patrol/school building, necessary upgrades to the Base Box and Bridge buildings as identified in the audit.
5. Provide a cost estimate. Cost estimate shall be in CSI format and include all work contemplated in the schematic design documents.
6. Present the schematic design and cost estimate to the CO-OP.
7. Provide a rendering of the overall BAMP for fundraising purposes.
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Absent |
|
To accept the recommendation of the Facilities Committee to select the Maclay/Burley team to proceed with the design schematic phase of the BAMP pending funding. |
Trustee Elkind |
Trustee Godwin |
8 |
0 |
1 |
Discussion: Board members and SH’s expressed thanks to Trustee Stetson and the Facilities Committee for their expertise and the due diligence that went into this process.
SHQ: what was range of costs for the thirteen original proposals?
A: mid $40’s to mid-$60K
Trustee Lange was asked about fundraising timeline. MRG will be putting together a formal grant proposal to submit to VCF (VT Community Foundation) and SMF (Stark Mountain Foundation).
Discussion ensued as to how much support could be asked for/expected from SMF in this process.
8:50 AM Review & discuss Finance Committee recommendation for BAMP Schematic Design Phase – Trustee Liu (Action)
The Finance Committee (FC) was unanimous in belief that any project of this magnitude would have to be funded through external fundraising and that output from schematic design would be absolutely necessary to kick-start fund raising; therefore they recommend that the Board approve spending for the BAMP.
Excluding pre-season sales, assuming budget approved, including the so-called “rainy day fund,” cash would be positive at end of September.
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Absent |
|
To accept the recommendation of the FC to spend up to $59K on the schematic design phase of the BAMP and to continue to pursue other sources of revenue. |
Trustee Lange |
Trustee Elkind |
8 |
0 |
1 |
Discussion ensued about whether to postpone the schematic design (SD) phase. Several trustees commented that it’s really important to have schematics up front to launch fundraising, especially as it may be more difficult and time-consuming than the Single Chair Capital Campaign (SCCC) was. There was also discussion about short-term financial concerns and how to enlist support from our non-profit partners.
SHQ: What is role of SMF in all this?
A: If they have any capability to help us with BAMP or any summer spending items, we need them now more than ever due to our cash flow restrictions. The next few months will be financially thin for us. We need to find out what kind of commitment we can get.
SHQ: Can we postpone this decision for a month? Concern about “living close to the bone.”
A: Trustee Jondro replied that postponing any further would lose the opportunity to put anything about BAMP in our August mailing, APR mailing, and launching at Green & Gold weekend. Looking at the big picture, the Communications Committee strongly believed that we’ve already pushed our timeline to the limit regarding starting of fundraising for potential 2014 building. The budgeting has been very conservative, particularly with pre-season sales, so she’s confident that cash flow will recover. Another SH agreed.
9:18 AM BAMP Communications (Annika/Betsy)
Initial communications to potential donors will be general until we have information from the SD phase. Immediate goal is to educate MRG community about the BAMP and lay groundwork for fundraising. We can “piggyback” on existing mailings (Echo, magazine, G&G invitations) so as not to incur additional costs. One idea is to provide “tours” of the current ski patrol building/locker facilities so that community members can see the need that exists. We are also brainstorming new names for the project and considering surveys via the website. Marketing Director Friedman pointed out that this is the future of MRG and a way to be sustainable for the long term. It’s critical for us to be viable for generations to come. Board expressed desire for a more specific timeline regarding the fundraising/publicity process.
9:27 AM Break
9:40 AM Management Review of Proposed 2012-2013 Budget (FY’13) – President Wimble
President Wimble reviewed the budget and associated assumptions for revenue and expense as well as modifications made to the overall model.
SHQ: What is the difference in how Liftopia and the Cloud Store are utilized by customers?
A (Marketing Director Friedman): Liftopia users are looking for a deal, period. Cloud store works off our website so they are a bit more loyal, but also looking for a deal. They also tend to buy about a week in advance. Trip reports on Liftopia really help the word-of-mouth marketing. We can get a bit more demographic info from Cloud store than from Liftopia, which trends younger.
SHQ: How do our prices compare to comparable areas?
A: favorably – we’re maintaining our usual position in “the pack.”
10:00 AM Review & discuss Finance Committee recommendation for FY’13 Budget including pricing – Trustee Liu (Action)
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Absent |
|
To accept the recommendation of the FC to adopt the FY ’13 budget and pricing as proposed by management. |
Trustee Elkind |
Trustee Stetson |
7 |
0 |
2 |
Kudos were given for information being available ahead of time and for the discussion that took place during the winter that allowed us to have an efficient process this spring.
10:08 AM Committee & Working Group Reports
Facilities (Trustee Stetson)
See separate agenda item above for this report.
BAMP Communications (Annika/Betsy)
See separate agenda item above for this report.
NHR Update (Lars)
No updates at this time. We should hear more within about two months.
Planned Giving/Fundraising (Trustee Lange)
See separate agenda item above for this report.
Board Development – Chair Identification (Jon)
Trustee Anderson thanked Trustee Bruns for all his time, effort, and leadership. We will need to select a new chair at next meeting. G&G is a good time to recruit potential trustees to run for Board.
Volunteerism
No major projects on horizon. For any given project, there is the need for at least two people: a coordinator before the event to get commitments, and an on-the-scene coordinator of the work being done. Marketing Director Friedman asked for help for the 4th of July float this year.
10:15 AM Action Item Review (Trustee Godwin)
See below for action item list.
10:20 AM Executive Committee – Performance Appraisal Preview/Initial Discussion
1115: AM Adjourn
|
Motion |
Made by |
2nd by |
Aye |
Nay |
|
To adjourn |
Trustee Stetson |
Trustee Elkind |
6 |
0 |
|
Action Item |
Responsible Party |
STATUS |
|
Cull policies and procedures from minutes on Co-op webpage docs. |
Trustee Jondro |
Still in progress. All are cleaned up. Eric and Betsy are working with Wes over the summer to update the Co-op website as a whole. |
|
New 14Jan12 – Lange to catch up with SMF representatives regarding Vermont Community Fund |
Trustee Lange |
Ongoing. |
|
Establish and publish schedule for Finance Committee meetings to be held during the remainder of this fiscal year |
Trustee Liu |
Ongoing. |
|
Submit a grant proposal to SMF about potential financial help with BAMP schematic design phase. |
President Wimble, Trustee Lange |
New. ASAP. |
|
Develop communications timeline regarding BAMP (for June). |
AH, Trustee Jondro, EF |
New. |
