Board of Trustees Meeting Minutes: November 12, 2016

8:00 AM

Call to Order

8:02 AM

Welcome & Shareholder Comments

Approximately a dozen shareholders were present.

Deri Meier asked the Board about procedures to acknowledge letters sent to the trustees. Question was asked about whether those letters should be included in the minutes. The Trustees determined that the letter in question should not be included in minutes because it is an employment reference. In general, the board will acknowledge receipt of letters from shareholders and members of the MRG community. Unless specifically requested at a board meeting, the Trustees will not consider whether to have a letter become a part of the official minutes.

Rocky Bleier acknowledged the management team’s added duties and workload, and thanked the team. He hopes that “fun” will be part of new hire’s interest in MRG.

Deri Meier asked if the Board has considered extra compensation for management team

because of added duties and work. The Board acknowledged that it is aware of the extra work being performed by the management team.

People seem to be happy with interim situation and management

8:07 AM

Review & approve minutes of October 1, 2016 (Action)

Motion to approve by Annika. Second by Deb – approved unanimously

8:08 AM

Report of Executive Committee actions (Meg)

Reported that Executive Committee approved one hardship tender.

8:08 AM

Interim Management Team Report (Various)

The Mountain is ready to go when we get snow.

Pre-season sales were good, only 1% below budgeted projections.

Department reports are attached.

8:15 AM

Finance Committee Report (John T)

Report attached.

8:25 AM

Fund Raising Committee Report (Annika)

Bob Demont attended. The Preserve our Paradise campaign has secured pledges and gifts of $2.06M as of October 31, 2016. The pledge payment period runs through 2020; later, planned gifts are included in the totals. The Stark Mountain Foundation has provided grants to the Co-op to help purchase needed equipment such as a snow gun, a new-to-us groomer, and to replace the snow making electrical. Endowment is now at $240,000 and held at the Vermont Community Foundation (VCF).

The present Campaign focus is to continue conversations with members of the MRG community and continue to build volunteer network for the 2016/17 ski season. The team remains positive even during a time of uncertainty. Conversations with donors may take more time, but in the long run will be fruitful. It’s clear to all that MRG is a unique place.

8:30 AM

Parking Committee Report (Ron)

Discussions with VTrans about specific options to mitigate overflow parking problems and prevent parking in inappropriate areas are on-going and very cooperative. VTrans will work with us on steps it can take, and we are working on “powder day” steps, incentives, and staff transportation to manage parking.

8:35 AM

Executive Search Committee Report (Meg)

The Committee is meeting regularly and working diligently. Over 50 resumes have been received. A strong pool of applicants from across the US and even outside the US. At this time, the Co-op is no longer accepting applications. Interviews of qualified candidates will start next week. Pre-interview screening will include salary expectations. The committee will seek involvement from staff and other members of the community as the process moves forward. The intent is to have the Board of Trustees fill the position as soon as we can with the best possible individual for the job.

8:40 AM

Board Development (Action)

Meg moved to appoint Alan Bates as committee chair. Second by Eric P. Approved unanimously. Two in-state and one out-of-state trustee positions need to be filled. Jon Anderson (in-state) is term-limited. John Tobin (out-of-state) and Alan Bates (in-state) plan to run again.

John Stetson pointed out that since Alan would be up for re-election in 2017 that it would be a conflict for him to manage that committee. All agreed and Alan resigned after his successful and momentary tenure.

Meg moved to appoint Deb Steines as chair of the Board Development Committee. Jon A. seconded. Approved unanimously.

8:50 AM

Treasury Stock Conversion Policy (Sharon, Action).

The policy regarding delinquent payments of the annual APR by some shareholders needed to be clairified.

Alan Bates moved to accept the policy clarification, Eric P. seconded. Approved unanimously.

The new policy is attached.

9:05 AM

Action Item Review (Ron)

None

9:35 AM

Executive Session

Eric moved to go into executive session to discuss sensitive employment and management

issues. Ron seconded, all approved. Sharon Crawford was invited to join a portion of the executive session for needed information and feedback.

11:09 AM

The Board came out of executive session and went back into open session.

Eric moved and Deb seconded the following resolution:

The Board supports the continued operation of the interim quad team and directed the entry into a professional services agreement with Meg Hourihan, not to exceed 90 days and limited to management duties performed as part of the interim “Quad-Team.”

The Board notes that the Co-op’s counsel concluded that this arrangement complies with Co-op Bylaws. This professional services agreement is not for duties expected of a trustee. Payment shall be at, or below, local market prices.

Meg abstained

Annika absent

John Tobin absent

All other Trustees approved.

Deb moved, and Jon Anderson seconded the following resolution: The Board recognizes and thanks staff for their extraordinary contribution to the interim “Quad” management team.

Annika absent

John Tobin absent

All other Trustees approved with enthusiasm.

Jon Anderson, moved, and Meg seconded that Alan Bates be appointed to Search Committee and that Ron Shems be appointed as chair of that committee.

Annika absent

John Tobin absent

All other Trustees approved

11:11 AM

Adjournment.