MadRiver Glen Cooperative
Board of Trustees
Minutes of Meeting
November 16, 2002
After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:00 A.M. on November 16, 2002, at the Basebox at Mad River Glen Ski Area in Fayston, Vermont. Trustees Bleier, Coleman, Eaton, Michl, Moats, Moulton, Putnam, and Steines were present (Schultz was absent). The Cooperative’s president presided. Margo Wade kept the minutes.
Call to Order
President Michl called the meeting to order at 8:07 a.m.
At Mr. Michl suggestion, the board relaxed the shareholder comment policy on a trial basis. The policy requires shareholders to make comments only during the “shareholder comments” portion of the meeting. On a trial basis, shareholders will be allowed to make comments on action items after a motion has been made and seconded. Additionally, these exceptional shareholder comments will be heard only if the meeting is running on time. Mr. Michl will control the length of shareholder comments, shareholders shall keep their comments brief, on task, and refrain from repetitiveness.
Approval of Prior Minutes
Upon a motion duly made by Ms. Steines, and seconded Mr. Michl, it was unanimously
VOTED: To approve the September 14, 2002 meeting minutes with corrections.
Jane Bancroft strongly urged the board to address the “what if” concerns raised on the list-serve about the Historic Register listing. She still has questions regarding the benefits vs. negatives of listing. The shareholder relations committee feels it is important to get the issue out in the Co-op News, and receive feedback prior to the board voting on the issue.
Greg Carr echoed Ms. Bancroft’s comments and concerns.
Bill Heinzerling relayed that he had a card available for signing for Bud Phillips, MRG’s 1st ski school director, wishing him a happy 80th birthday. He also congratulated the staff for a very good area guide, including content.
Irma Heeter raise concerns about listing MRG on the historic register, including: had the board consulted Mr. Monte about the legal ramifications of listing; the Fayston Selectboard regarding effect of zoning and taxes implications (increase/decrease); the State regarding effects of Act 250 process; and if there are any insurance (increase/decrease) implications. Mr. Michl responded that Mr. Monte has been consulted and the topic will be further discussed later on the agenda where these questions will be addressed.
Deri Meier suggested the board consider making the Co-op News contributory (charge a fee), similar to meeting minutes, to measure interest in receiving the news letter. He feels some shareholders may not be interested in receiving it. Shawn Kalkstein recommended building the community by including all shareholders. Ms. Steines and Mr. Heinzerling suggested including a notice in the newsletter allowing folks to contact the office to remove themselves from the mailing list if they did not want to receive the document. Possible questions for the survey could determine support for the news letter after the first year of publication.
As submitted by the General Manager, dated November 16, 2002
Lifts are all inspected and ready for 2003 winter. Cats are hill ready. Snowmaking has undergone some capital improvements over the summer and is ready for start up. Water for snowmaking is again a concern this year. We have less flow than we did at this time last year, which was lean.
Capital projects are complete except for a couple of projects still to finish in the Basebox.
All scheduled projects will be complete by opening.
We will start making snow anytime after Thanksgiving when temperatures allow. Scheduled opening is December 14, but we will open anytime after Thanksgiving if conditions allow. As we have done in the past, we will open at 12:00noon on Christmas day.
We are working in conjunction with Northern Power Systems to enhance our weather data system at Starks Nest. This would include getting a grant from the state that would pay for the upgrades and future maintenance.
Hardware and software upgrades have been done to our server to further enhance our website “Dude we’re getting a Dell” This is one area that we can run with the Big Dogs.
4 Shares were sold for the month of October. Share Sales budget has been reduced from 80 to 40 for 2003 budget. New Share Sales info packet is in and looks great. We will monitor the new incentive program this season and evaluate the results.
Preliminary 2002 audit is in for Board approval. Net income LOSS before amortization and depreciation. ($44,689) September 30, 2002 audit has been snail-mailed to all board members 11-8-02. Please bring to meeting for discussion and approval.
October P&L looks good (see attachment)
Currently we have about 300 shareholders delinquent on their APR. December 1, they will be assessed a $25 late fee.
Eric has been appointed President of VEMA (Valley Entertainment and Marketing Association). This is a branch of the chamber.
Again, Eric has done a great job getting our name out to the world. Places to find our name:
Burlington Free Press ski edition
Seven Days-Historical feature
Valley Reporter-on going
Vermont Journal-Article on some guy named Jamey Wimble?
Boston Magazine-Cover story and photo essay about MRG (Dec. issue)
Bergen Record-Mad River Does it right
Child Magazine-Teaching kids to ski, featuring MRG (Dec)
Sports Illustrated for Woman-Best Retro Ski Area to visit (Nov)
Food Network-MRG feature story about BBQ on the mountain
Monte Bianco-Premier Italian mountain magazine profile about Vermont Skiing and feature story on MRG (Dec)
Ski USA-British ski publication. Feature on MRG
Ski Magazine-Inside Track Profile on MRG
Ski&Skiing-Top 20 many different categories
Telemark Skier-Feature on Tele-Friendly resorts MRG
Hal Clifford’s new book highlights MRG as an industry “Trendsetter”
Snow Industry News Letter-MRG leader in addressing generation “Y” skiers.
* All at no cost, just exposure.
<<<end management report>>>
Mr. Wimble reported that there are holes in Basebox staffing. A job fair is scheduled for next week. We have 11 international students, up 1 from last year’s 10, arriving in December. Two to 3 are repeat employees.
This year’s delinquent APR figures are close to last years figures. Many shareholders pay their APR on their first day of skiing.
The State has earmarked 0.5 million dollars in grant moneys for wind generation. If we share our data with the state the state will reimburse a portion of the cost of our system
Mr. Michl pointed out MRG was in Metro Sports as one of the hottest powder area in the east
October Profit & Loss (see attached)
Financial results of operation for the last month and for the fiscal year to date may be summarized as follows:
Mr. Wimble reported the financials are looking good. We are ahead of budget on pass sales. Pass sales are up $12,000 over last year and Mad Money is up $20,000 over last year. Last year’s pass sales were up 30%. The Basebox totals include the fall functions. Glenn and Tamar are doing a great job. Ms. Putnam praised Glenn for his effort and hospitality during the patrol refresher workshops.
Facilities: Mr. Coleman reported that the committee met in September and began work to develop a strategy to build a master plan. In order to develop a vision we will need financial support to employ professional assistance. He contacted NorwichUniversity, but the head of architecture department was not supportive of having students work on the project. Ms. Steines recommended the committee propose a budget to board, which could be in the position to approve it within the next 6 months.
Finance: Ms. Steines reported that the committee met last week to review the preliminary audit figure. They had very few questions, found nothing unexpected. The auditors had few adjustments. The committee recommends board approval. The auditors were very complimentary of staff. We have a negative balance of approximately 44K before taxes and depreciation. Mr. Wimble did a good job managing cash flow towards the end of the year.
The committee also discussed capital funding and will begin to investigate possible funding sources based on our various needs over the next 5 to 10 years. We will start with projections Mr. Wimble developed during the strategic planning process.
The next meeting is scheduled for December 10 at 1:00 p.m. via conference call. To participate in the call, contact Ms. Steines.
In response to Ms. Putnam’s question, Mr. Wimble responded that the Taxes & Insurance line item includes taxes, insurance and worker’s comp. Taxes went up approximately 10K this year and worker’s comp also showed an increase.
Shareholders Relations: Mr. Moulton submitted an updated Shareholders Relations Committee mission statement for approval by the board. The statement had been previously distributed via email to board members.
The purpose of the Shareholder Relations Committee is to develop plans for
the board and the Cooperative, and assist in the implementation of plans,
that maintain and develop a key asset of the MadRiver Glen Cooperative – its
unique sense of community. These plans would include, but not be limited to,
facilitating communications throughout the Cooperative.
After discussion and upon motion duly made by Mr. Bleier, and seconded Ms. Steines, it was unanimously
VOTED: To approve the Shareholders Relations Committee mission as submitted.
Ms. Putnam reported that the ski area will be hosting a New Years party. Glenn and Tamar are helping with the organization. Music will be provided by folks within the MadRiver community. Ms. Putnam requested board support.
Mr. Moulton introduced the Co-op News, which was developed as a vehicle to transmit information directly to co-op members. The committee hopes to focus on co-op news and board-related communication. They would also suggest the Echo, which focuses on a broader community and general mountain new, be published on a more timely fashion including both green & gold and Christmas issues.
The committee is also looking at the connection between the spirit of volunteerism and share sales.
There was general discussion about the publication relating to the following topics:
– the document is created in Microsoft Word, printed in Adobe.
– working towards a paperless document; allowing owners to receive the document electronically, on paper, or not at all; keeping the media paper and distributing to full membership for the first few issues or the first year, until the mailing could be tailored appropriately by staff
– all publications are currently available on the web
– the general consensus was the document was excellent, people were excited about it, and it’s worth the cost
– how to handle the cost of publication since it was an expenditure that was not budgeted
– management should not be penalized for the board’s unbudgeted expenditures; costs associated with the Co-op News should not affect staff bonus potential at the end of the season
– be cautious about tax implication of co-op vs. ski area costs
– management will need to keep a separate spread sheet for board related costs (legal, communication, planning, etc.) and report them quarterly
– track co-op related vs. ski area related costs
Upon motion duly made by Mr. Moulton, seconded Ms. Putnam, it was unanimously
VOTED: To adopt the publication called the “Co-op News” to be published on an “as needed” basis as a co-op news letter to provide timely information for shareholders. This publication will be a simple Microsoft document, which will allow direct, quick delivery to encourage two-way co-op communication.
Board Development: Ms. Steines deferred the discussion to the board ethics discussion later on the agenda.
Elections: Mr. Bleier commended and thanked Ms. Steines for her work on the elections procedure manual. He asked the board how large the committee should be. With board agreement, Ms. Steines recommended 1 to 2 owners, 2 board members, and Mr. Monte. Mr. Bleier will work towards identifying owner committee members.
Ms. Steines reviewed the ballot counting method, which is also documented in the elections procedures document. She is also contributing an article on the process in the Co-op News. Mr. Bleier pointed out there are still a 9 or 10 shares held by commercial entities and/or multiple people rather than individual owners.
Mr. Wimble reported that letters have been sent to all of these owners who wish to keep there share ownership as is. The board does not want to push them to tender the share. Only one ballot is issued to those shareholders, therefore no real voting issue is caused.
Personnel: Mr. Michl had nothing to report.
20th Committee: Mr. Moats pointed out the article in the Co-op News and reported he is continuing discussions with Betsy Pratt, who is offering to the coop a 1000 acres parcel, which includes the 20th hole, 19th hole (all the way down to Rt 17), and a long strip of land between Rt 17 and Phen Basin. She prefers to work directly with the co-op and does not want to be approached by any individuals. She wants a single transaction at a set price. Mr. Moats feels this is an opportunity for the coop community that should not result in a debt burden for the coop. His vision of a stewardship/conservation transaction and is exploring way to fund the transfer, including a combination of options – possible home sites, conservation easements, outright sale, modest and well managed timber harvest, Stark Mt Foundation, establish friends of the 20th hole, etc. He feels the first priority to the Co-op is to be sensitive and do not harm to the coop. If plans do not come together in a way we all feel good about to begin negations the worst that could happen would be that we walk. He has spoken to some conservation groups and has received positive initial feed back, and hopes the Co-op News article will spark interest of shareholders. The shareholders would have to approve of the funding plan. There may be some abutting resources of value to the ski area such as off site parking, water, etc. He cautioned that a plan is gradually forming and before we go into actual negations we need to test the feasibility of any plan.
Kay Fiorenza, for clarification, stated that Ms. Pratt wished to sell only to the Co-op. The Co-op will have to develop their own methods for obtaining the funding. She stressed there should be no confusion between the Co-op and Stark Mt Foundation because they are distinct unaffiliated organizations and it would be illegal to merge the two. Stark Mt. Foundation is just a funding source.
In response to Dot Helling’s question, Mr. Moats responded that Ms. Pratt would like the Co-op to develop a plan; she would support a few home sites to help produce funding, which would expand the MR community, while placing the bulk of the land under conservation and recreation easement.
Mr. Moats stressed the need to develop a plan that reflects reality, and addresses any regulatory (Act 250) ramification of new development. He feels there is no need to panic or get frustrated for emotional reasons. Ms. Pratt’s personal time frame is short, but realistically it will take some time to pull together the required information to present it to the coop. Development of a plan is not a financial risk for the Co-op. He cautioned that this information is semi confidential and meant for the Co-op community.
Mr. Bleier asked if our current snowboard policy could encumber some monies from funding sources. Mr. Moats pointed out that we do not control the land at this time and use by folks who do not have lift access is rare.
General Comment from the President
Mr. Michl requested that trustees email legal questions to him and he will compile one list to send to Peter Monte.
National Register of Historic Places – Discussion
Tara Hamilton, from the Mad River Valley Planning District (MRVPD) and Rural Resource Commission (RRC), came before the board to answer questions that where raised and have arisen since the September meeting.
Ms. Steines stated that she is not ready to vote on the issue today. She feels we need to get more information out to the shareholders because it is a big topic. Winter is when shareholders get most involved and the best time for education. She recommended bringing the topic to the shareholders at December town meeting and possibly at the annual meeting. She question whether it requires a vote from the shareholders or is a business decision, which is a questioned for Co-op council. She suggested putting together a Q&A document for educational purposes. Ms. Putnam concurred. Mr. Moats feels there is no rush to make the decision; no harm by not doing it at all; there is a perception of possible harm and we need to explore that perception; and suggested giving the subject the time necessary to build consensus.
Ms. Hamilton stated that she was only here to help MR and the board by answering questions about listing and wished to dissuade any perception to push the process. She explained that the Mad River Valley Rural Resource Council is the local historic preservation commission, who works towards educating the community, working with the towns and organization on historic preservation and rural resource protection efforts, conducts locally relevant project, acquires grant monies, and maintains and updates the state inventory, which is a broader inventory of all the historic sites and structures. When opportunity arises the RRC assist property owners go through the nomination process to achieve national registration. The RRC gets involved because we have access to grant funds to pay various consultants to develop the detailed report required that accompanies the nomination. The land owner does not have to use the RRC, but we have access to funding the property owner may not.
The RRC is also the local connection to the national historic preservation. The national register of historic places is a national inventory of properties deemed worthy of preservation on a national level that have national significance. The RRC helps coordinate local efforts to identify evaluate, protect and promote historic properties.
Mr. Wimble pointed out that people are confusing the possibility of receiving historic preservation grant monies and being listed on the national register. The board would have to research further the benefits of seeking federal grant monies. Currently we are only considering achieving listing on the national register, which holds no federal strings.
The National Preservation Act, enacted in 1966, states “owners of private property can manage and/or dispose of their property as they see fit provided there is no governmental influence” (i.e. government loan). Being listed does not stop us from doing anything to our buildings. At this time he is unaware of projects that would qualify for or require federal grant monies. On the State level, during the Act 250 process the application asks if we are “on the national register” or “are eligible for listing.” If the answer is “yes” the project receives review on the State level by Historic Preservation. We are eligible and have stated such on past applications – the cat is out of the bag. Mr. Montes suggested we weight the pros and cons of listing. Mr. Wimble feels the PR benefits out weigh any Act 250 negatives. He does not see the Act 250 question as a big negative. Historic preservation review has no regulatory component. They only submit recommendations to the District Commission. Regulatory and safety requirements will out weigh historic recommendations, such as single renovation (enlarging the bull wheel to increase the distance between chairs and replacing lattice towers).
Mr. Wimble spoke to three local developers who have worked with nationally registered properties. Some suggested that listing could protect us down the road from development along our boundaries. Waitsfield Village, since the early 1980s, has been on the national register and many of the buildings in the village have gone through significant renovations with no slow downs posed by Historic Preservation.
On the local level, which is separate from listing on the national register, the Town of Fayston, with voter approval, could change the town plan or zoning. MRG is currently in a recreation district. There was some discussion about how the Town could impose restrictions, via zoning, but that achieving listing on the national register may or may not have local ramification. Ms. Hamilton pointed out that MRG has the opportunity to participate in any local discussion concerning changes to the Fayston zoning that that take into consideration the historic nature of MRG.
The State historic inventory includes places and structure that are 50 years and older, but just because a structure is included on the State inventory does not automatically place it on the national register. Being on the State inventory only makes a place or structure eligible for listing on the national register.
There was discussion about the difference between an historic district and structures. MRG would apply as an historic district realizing that not all structures at the ski area are considered contributing structures. MRG’s vulnerability (loss of control) today is no different if we achieve listing because we have structures that are currently eligible for listing (contributing structures). Act 250 treats applications the same whether they are listed or eligible. An application is referred to Historic Preservation if the applicant has eligible or listed components. If the project is ineligible than the application does not receive review by Historic preservation during the Act 250 process. It is on record with Act 250 that we have some historic components at the ski area including the single, Starks Nest, and Basebox.
Mr. Moulton suggested getting feedback from the Fayston Planning Commission about zoning changes. Mr. Wimble feels this group is probably more educated about historic issues that the Fayston PC. Members raised concern about changes in the zoning regulations that could create an onerous situation making changes, renovation, or improvements difficult. Ms. Hamilton stated that currently the Fayston Town Plan references MRG and other structures in the town as contributing historic elements. The zoning regulations do not currently treat historic structures differently.
Mr. Moulton boiled down the discussion to two issues 1) the potential of listing on the national register and benefits of that, and 2) possible local zoning restriction which could take some control out of our hands, which does not hinge on the listing because we are already identified as eligible, therefore can no longer slip under the radar screen. Further, he suggested that we make sure we have a place at the Fayston table to monitor those politics, which Mr. Wimble already does.
Mr. Michl reiterated the comments stating that listing is currently benign, but change in the law could impact our control. Mr. Moulton stated that listing follows the mission statement and management has good reasons to list including a good story, great marketing, and good exposure. We can leave the federal grant monies alone.
Upon motion duly made by Ms. Steines, seconded Mr. Bleier, it was unanimously
VOTED: To table the issue for further discussion at the December town meeting and future board meetings; to continue education of our shareholders prior to making a determination whether to apply for listing on the national historic register. Further to task the Shareholder Relations Committee to work with management to develop a Q&A sheet for the December town meeting so that we have written information distribute to shareholders.
Mr. Moats suggested we need to get the pulse of the Co-op community and build consensus. Ms. Putnam read from an email from Penny Parson who referenced §2.5 of the bylaws “No decision that will make fundamental changes in policy or operations shall be made or implemented until such a matter is first approved by a vote of the owners”
Mr. Kalkstein praised the board for the way they were functioning. He feels they have a responsibility to avoid unintended consequences and agreed that listing is a good story and also agreed that we need to take the time to go through the educational process. He also pointed out there is a world of uncertainty and a tendency to treat decisions as deterministic models. Fayston’s decision to change the zoning at some future time is a political process that we can engage in and can affect the process. There is so much positive benefit related to listing – mountain marketing, share marketing – and we can not cover all future possibilities.
Mr. Heinzerling feels listing to be a most wonderful and significant opportunity in MR history, even if we do not apply for grant money. He feels it will raise publicity, and skier enthusiasm. He has lived in Fayston for 36 years and knows many of the Fayston officials, who are all behind and would not do anything detrimental to MRG. He asked Ms. Hamilton as a MR skier if she saw anything detrimental to listing. She responded no.
Irma Heeter feels there are good things happening and the subject has had good input from Management, and the board but not enough from the shareholders. She would like to see more shareholder education.
Mr. Wimble clarified that MRG did apply for grant moneys to go through the application process, but could withdraw that application if needed.
Share Sales Plan Preview
Mr. Michl stated, in light of last year’s share sales, the board wanted to better understand management’s share sales plan, but added that he did not feel this was an action item nor wanted the board to be in the position of approving management’s plan.
Mr. Wimble presented the new share sales packet, which is sent to pre-qualified people who have expressed an interest in buying a share. Expressed interest includes a phone call, post card returned for more info, etc. The information contained in the packet also corresponds to the information on the web page. Mr. Wimble estimated that the internet represents approximately 75% of share inquiries. Eric and Andrew have put the packet together. It is professional and contains good information. The share marketing portion of the web site has been retooled, is more user friendly, and easy to get to from anywhere on the site. We have initiated an incentive program where current shareholders will earn $50 in Mad Money for a confirmed share sale referral. The new shareholder fills in who referred them on the purchase form. We have mailed approximately 200 postcards to targeted new leads. If these folks express more interest they will receive an info packet. We got the leads from new seasons pass holders and through the 12 and under program. We have also improved signage around area. We received some negative feedback, therefore are approaching lift line sales cautiously by not presenting the hard sell in the lift line. We want to be careful about offending skiers and seek to present a soft sell through that avenue. Collateral material includes share sales information included in all printed material, such as the brochure and area guide. Booth performance dropped off over time and we have discontinued the booth. Again we wish to be respectful towards the non- shareholder skiers.
Mr. Wimble expressed his concern about ‘crying wolf’ and feels confident we have a community who would support a fund raising effort if we had an emergency situation. The budget was decreased from 80 shares to 40 shares to reflect a more realistic goal because we do not see the same initial enthusiasm we saw at the beginning of the share sales effort.
Department heads educate all of their staff about the basic share sales information and where to direct customer inquiries.
The new incentive program is similar to the old program, but referrals are tracked better. Management is trying to get the word out to shareholders and trying to get shareholders to go outside of their immediate community.
Ms. Steines stated she was not supportive of share sales funding capital projects on an ongoing basis. We have to be able to fund our annual capital projects. Share sales are for major capital projects not ongoing annual projects.
Mr. Eaton posed the question whether we are more interested in growing share sales or growing the number of shareholders. The Co-op mission seems to support multiple share owners. Our current approach does give the incentive towards new shareholders vs. existing shareholders purchasing multiple shares.
The board discussed the current purpose for selling and other ideas about share sales:
– share sales fund capital projects
– most shareholders are individual share owners, with few multiple share owners
– share sales are still necessary to fund deferred maintenance
– getting the word out that MRG is a happening and fun place will help drive share sales
– setting share sales dollars aside as a capital fund to grow for future capital projects, which could limit availability of funds in an emergency
Ms. Steines and Mr. Wimble were hesitant to say we are in a financially secure enough position to take share sales dollars out of the general operating equation.
The board praised management for the new informational packet and share sales plan.
Board Development – Board Ethics Statement (see attached)
Ms. Steines introduced the “board ethics statement,” which had been emailed to all board members prior to the meeting. The document outlines the responsibilities and obligations of the trustees. It will be give to board candidates and new board members will sign off on the document. In creating the document Ms. Steines relied on other industry documents with modification to fit the Co-op.
Upon motion duly made by Mr. Michl, seconded Mr. Coleman, it was unanimously
VOTED: To adopt the Trustee’s Code of Ethics as presented.
The final document will be distributed to all board candidates, and will be made available on the web. Ms. Steines recommended that all current board members should sign a document and submit to Sharon Crawford to show we all stand by what we have approved.
Forest Management Committee
Mr. Bleier recommended creation of the Forest Management Committee which Jay Appleton justified to the board via email communications.
The mission would include long range planning to preserve and protect the mountain, education of skiers so their actions do not compromise long range goals, seeking out and applying for applicable grant moneys, support of on going management, and give direction to management that reflects the owners wish to preserve and protect the forest.
There was significant discussion about the need/justification for the committee, which is summarized bellow:
– a forum for discussing issues related to forest management
– a vehicle to have people with specific expertise and knowledge get involved
– management had done and excellent job accessing expertise; needs to be supportive of management; danger of micro management
– the committee could help Mr. Appleton with the volunteer days; facilitate effective volunteerism; committee would help pass on Mr. Appleton’s knowledge
– need to differentiate between day to day vs. year to year management
– strategic long term issue, which is more Co-op related; need to identify the strategic realms vs. ongoing management
– management could use committee as a sounding board; committee must compliment what management does; should Mr. Wimble chair the committee
– our forest management plan is good marketing material; we are looking ahead and an industry leader, which is a good story; we need to maintain that edge
– committee needs to recruit members with “forest management” background not just general environmentalists; needs members with an historical perspective who have seen the changes over time
– need for permanent vs. ad hoc committee; should this be a sub committee of Facilities
– concern with unauthorized trail cutting; do not want to become the Mad River Bowl
– management has forest management plan; has a good understanding of the forest and does not want to be second guessed; management’s responsibility to manage; entrusted with the assets of the Co-op; does management see a need for the committee
– management has seen a big difference between foresters and foresters with knowledge and experience with high elevation forest management
– staff has good experience and in some cases more knowledge than foresters