Board of Trustees Meeting Minutes: May 16, 2020





Board of Trustees Meeting

Mad River Glen Cooperative

Saturday, May 16, 2020, 8:00 am. Meeting was be held by Zoom conference. Present on Zoom: Barclay Rappeport, Matthew Milan, John Tobin, Brad Noble, Meg Schultz, Carol Pierce, Andy Weis, Leigh Michl, Ron Shems, Matt Lillard, Andrew Snow,

Shareholders: Annika Holten, Mike Boland, Brian O’Donnell, John Skelly, Steve Rheaume, Andrew Carey(trustee elect), Erik Vigsnes, Sean Lawson


  1. Shareholder Comment


8:03am John called the meeting to order, shareholder comments: There were no shareholder comments


  1. Consent Agenda Items


Approve minutes for March 21 meeting and the Annual Meeting, Election Inspector minutes. Approved



III.               Reports and Discussion


Management report: Matt Lillard: The construction is up and running within the confines of current COVID restrictions set by the state. Office staff is working partially from home and from the office when necessary. Mountain Ops is back working and getting started on their summer list. Nate is working with the construction crew until demo and site work is finished, then he will move onto the mountain.

We are working through financing options and the 20/21 budget. Models are being built to cover several scenarios for next season.

Spring pass sale was a success. The Co-op is in a strong financial situation.

Summer staff is in place.

Reminder that the office is not open to walk in visitors.

Marketing focus is on social media and keeping information flowing regarding construction updates.

There will still be work done on the admin building, but also work will be done to revitalize the outside ticket windows for use next season.



Finance committee report (Matthew M.)

We are coming into May with a strong cash position. Management, SMF and the Finance Committee set up a working group to project long term financing needs for the Co-Op. Management did apply for and receive a PPP loan to assist with moving forward. This loan will be repaid. Program details are still being formalized.

Without COVID shut down this would have been a record year. We are still in a strong position despite the shut down.

As of May 1 there is no expectation of using the LOC for summer.


Update on building projects (Matt): The patrol building was taken down at the beginning of the construction allowance from the state. We are currently within days of catching up to the original time line. Our Mountain Ops crew has been able to work concurrently and successfully with the construction crew. At this point, there is anticipation that the patrol/ski school building will be done by fall.

The facilities committee has been engaged and assisting Matt with the process.


Update on auditing and putting board policies online (John, Brad, Matthew): Policies and procedures have been gathered by committee. There is a plan in place to store the documents digitally. Information management has been a past problem.

Goals: continuity of information, ready access to materials, onboarding and offboarding of trustees.

Proposed: Google Suite, which is allowing us to have a secure, version controlled file management online. We’ll have account access to onboard/offboard trustees and will be able to do a full content search.

Benefits: full document collaboration, simple web publication of relevant documents. Access to full set of GSuite tools.

Cost: $87-95 per month. It will be around $1000 for a year. GSuite integrates well with Slack.

For reference the cost of Slack is $200-250/month. Matt L pointed out that we are adding to the cost for small organization. Discussion ensued of the usage of Slack, GSuite and other communication methods. Matt M recommended further research to consider the most simple, low cost solution that works for mountain ops, management and the board.

Matt Milan and Andy Weis will head up the research on this project with a goal to make a recommendation by the end of the fall. Matt Lillard asked for a recommendation by September.


  1. Action Items


Consider updates to new trustee onboarding procedures (John): John proposed two documents for onboarding new trustees. 1st is a welcome letter with key links, policies and procedures. The second is a procedures document to dovetail with the welcome letter. Carol moved to approve the documents. Ron seconded. Unanimous approval. Motion passed.


Vote to consider approving management moving forward with a loan for the base area building projects (Matt L/Andrew Snow): Working committee: John Skelly, Jim Elkind, Andrew Snow & Matt Lillard.

The Co-op is funding up to $500k towards the construction project. The biggest part is $298k, which is the difference between what SMF has in grantable funds and the expected construction total. The rest includes $167k in construction contingencies, $61k in construction admin & additional design/oversight, and $18k in additional owner’s costs. These costs will be offset by a $49k grant from Efficiency Vermont.

Why are we going to borrow with a 20-year loan?: By borrowing we can complete the project quickly and efficiently. External borrowing allows us to keep our rainy day fund intact. MRG is in a strong financial position right now which makes this possible. Management hopes to pay additional principal in good years so that the loan would not be held to term.

Loan amounts, interest rates and contingencies were discussed, along with funding plans going forward.

John Tobin pointed out that the board had previously approved $450k for the Co-Op contribution. This is based on a project budget of $3.2M. Matt is not asking for any increase in the project budget at this time.

Matt M recommends we extend the authorization for the loan that is being sought.

Leigh questioned if there were any pledges that might be delayed and necessitate using the loan to cover the gap in that case.

Matt M moved to authorized management to sign a commitment letter and incur debt of up to $500k with Northfield Savings Bank, according to the commitment letter dated 4/29/2020. Carol seconded. Motion was approved.



  1. Open Items & New Business


Open items

Ways to improve community engagement (Deferred to offseason)

Forest Plan (To be updated this summer)

Strategic Plan (To be updated by 2020-2021 board)


Additional Shareholder comments if necessary

9:46am Matt M moved to adjourn. Carol seconded.



May 2020 Finance Committee Report

Manager’s Report 5.16.2020