Board of Trustees Meeting Minutes May 20, 2006





Mad River Glen Cooperative

Board of Trustee’s Meeting

Minutes – Saturday May 20, 2006


After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:06 a.m. on May 20, 2006 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.


Trustees Jay Appleton, Paul Finnerty, Jed Kalkstein, Mary Schramke, Steve Mackenzie, Geordie Hall, Bill Reynolds, Rick Moulton, and Eric Schoenholz were present.Also present was President Jamey Wimble, Sharon Crawford, Eric Friedman and several shareholders.



Jay Appleton, chair, called the meeting to order at 8:06 a.m.



Upon motion duly made by Jed Kalkstein and seconded by Geordie Hall it was unanimously

Voted: To approve the minutes of the March 4, April 1 and April 2, 2006 board of trustees’ meetings.



Jamey Wimble reported that the Single Chair construction contract is expected to be signed next week and the engineering work will commence this summer.The completion date has been pushed back to October 15, 2007 from September 1, 2007.The total cost of the project is expected to be $1,498,000.00, subject to escalation as per the contract.The Board asked if legal counsel had determined whether this cost is in compliance with the shareholder vote authorizing a maximum expenditure of $1,400,000.Mr. Wimble reported that legal counsel concluded the shareholder authorization could include maximum increase of 10% ($140,000) plus inflation ($47,600).Therefore the $1,498,000 expenditure does not require shareholder reauthorization.

The management report is attached for reference.



Jamey Wimble reported that Cooperative is looking at about a $220,000 net operating income loss for 2005-06.Mary Schramke commended Jamey for limiting the losses to the extent possible given the poor snow conditions this past season.

The financial report is attached for reference.



Management proposed capital expenditures for the Starks nest roof/deck, IT needs and an electrical upgrade.The Starks nest roof/deck expense of $5,500.00 has been covered by a grant from the Stark Mountain Foundation.The electrical upgrade is scheduled to begin in August and will entail burying of all power lines in the base area and the installation of new transformers behind the Rental and Repair Building and Lift 2 shack..This upgrade will improve the esthetics of the base area, result in a significant saving in required annual maintenance activities and will eliminate the risk of the power lines coming down in the base area.

Upon motion duly made by Steve Mackenzie and seconded by Bill Reynolds it was unanimously

VOTED: To approve Tier 1 capitol expenditures of $91,817.00.



Jamey Wimble presented management’s annual budget and proposal for ticket prices.

Upon motion duly made by Jed Kalkstein and seconded by Geordie Hall it was unanimously

VOTED: To approve management’s proposal for ticket and season pass pricing.


There was extensive discussion of management’s proposal to implement a reduced rate mid-week ticket for shareholders, Vermont residents and students.

Upon motion duly made by Steve Mackenzie and seconded by Geordie Hall it was

VOTED:To give management the authority to implement a reduced rate mid-week ticket.


This motion passed by a 6-3 margin with trustees Jay Appleton, Paul Finnerty, Jed Kalkstein, Steve Mackenzie, Bill Reynolds, Geordie Hall, voting for the motion and trustees Mary Schramke, Rick Moulton and Eric Schoenholz voting against.

Upon motion duly made by Eric Shoenholz and seconded by Mary Schramke it was unanimously

VOTED:To approve the 2006-07 budget as proposed.




Geordie Hall gave an update on the status of the Single Chair Campaign.The covenant and memorandum of understanding (“MOU”) are currently being worked on by Preservation Trust of Vermont’s finance committee.The goal has been set to have these two draft documents approved by the Preservation Trust of Vermont in time for consideration by the Mad River Board on its June 17 meeting.Jay Appleton reported that the spring edition of the Echo includes a front page, informational article on the covenant and the pending vote to grant it by the Board on June 17. The article invites shareholder comment.This allows over three weeks for any shareholder comment to be submitted.Jay Appleton thanked Eric Friedman for getting the Echo published in a timely fashion.



Jay Appleton distributed a list of the committee assignments, which was discussed by the trustees.



Geordie Hall cited his role as a volunteer ski patroller employee, and recused himself from the executive session, and left the meeting at 11:50 a.m.

The board adjourned to executive session at 11:55 a.m.

The board came out of executive session at 12:25 p.m.

Upon motion duly made by Rick Moulton and seconded by Bill Reynolds it was unanimously

VOTED:To approve the President’s compensation package as discussed in executive session.



There being no further business to come before the board, the meeting adjourned at 12:25 p.m.

Respectfully submitted, William B. Reynolds

A true record






William B. Reynolds, Secretary



a. Management Report