Board of Trustees Meeting Minutes: November 19, 2022





Board of Trustees Minutes 11.19.22


Mad River Glen Cooperative

Date: Saturday, November 19, 2022 8:00 am

Location: Cricket Club – Hybrid (Online & In-Person)

Present: Barclay Rappeport, Matthew Milan, Matt Lillard, Will Kriewald, Jeff Whittingham, Carol Pierce, Britton Rogers, John Stetson, Brad Noble, Meg Schultz, Mariah Riggs, Andrew Carey


Shareholder Comments

8:03 AM        Call to order, shareholder comments (Matthew Milan): Brad Noble read the email submitted by Rocky Bleier (attached)- Matt Lillardwill be providing a video link and minutes can be created for the annual meeting, although they were not taken during the meeting. Brad noted that the communications committee will respond to the email.


Consent Agenda Items

Approve minutes for October 2022 Board Meeting (Matthew MIlan): minutes were approved.


Reports and Discussion

Management Report (Matt Lillard): Winter is HERE!! It was great to get our snowmaking system fired up on Sunday, November 13th.We then got our first meaningful snow storm which blanketed the mountain in white. The warmth of early November feels like a distant memory. The mountain has started to come alive with activity as we prepare for the 22-23 season in only a few short weeks. Seasonal staff are coming back on lineand all managers are back starting November 28th. We will open for the season on December 10th or earlier if conditions permit.

Admin – new credit card processing system which will include Apple & Google Pay has been implemented. There are some glitches but are in the resolution process currently. The annual audit went well and will hopefully be submitted by the December board meeting.

The Pub will re-open on 11/25.

All lifts except Lift 4 have been inspected. Lift 4 will be inspected this week.

Retail will be open for Thanksgiving weekend and is well stocked.

Ski school, Freeride and Race are all gearing up for the season.

Rental & Repair has updated the demo and rental fleet and will be open for tuning and mounting services soon.

Ski Patrol is trained up and ready to go.

The Naturalist program will start up in December.

Finance Committee Report & Discussion (Andrew Carey):

In summary, for the period ending October 31, 2022 was marginally behind budget on a Total Revenue basis, and slightly ahead of budget on a Net Ordinary Income basis.

  • As October marks the beginning of the fiscal year, the Co-Op recognizes into income the prior year Season pass, ski program and ticket sales. With the exception of total Season Pass sales, every department saw improvements over budget. Total Income for the period was $1.67 million.
  • October operations provided a nice increase over budget despite a dismal weather end to the Autumn foliage activities. The Stark Mountain Pub and ticket sales for foliage rides were up approximately 35%.
  • Retail operations also reflected strong demand as their sales exceeded budget by 47%.
  • Lastly, the winter service income (ski school, racing/free ski, lockers…) were up over 15% from budget.
  • The net impact of the non-pass sales improvements reduces the revenue shortfall by $79,000 to a net shortfall of $18,0000.
  • From an expense standpoint, the Co-Op saved $22,600 from Budget primarily on expense timing, resulting in a net Ordinary Income of $1.4 million, slightly ahead of budget.
  • Rounding out the picture, the Co-Op also received an additional $16,000 in non-operating receipts. We sold a small parcel of land at the top of Lift #4 for $10,000, and SMF provided $6,000 of funding for the coming winter’s backcountry program.
  • In total, Net Income for the month of October was $20,000 ahead of budget at $1,372,291.

The Committee had a productive conversation regarding shareholder team members voting on committees with a goal of adding this provision to the charter documents. After much discussion, we agreed that this issue is largely circumstantial and may be difficult to define in a charter document. That said, we universally agreed that team members may always recuse themselves from a vote if they feel their input may create a problem. Brad commented that including information such as this in the charter serves to provide future committee members and chairs with the framework to move forward. Meg commented as an employee she isn’t comfortable with any restrictions put onto employees as shareholders and board members. Carol remarked that attendance requirements should also be put into place within the charters. Brad commented that, with respect to the communications committee there is a distinction between trustees, shareholders and staff liaison. Staff liaisons are not voting members. Brad suggested that this might be a good generalization to include in all committee charters. Will commented that the distinction between employees and governance is important and germane especially to the Finance Committee.

Andrew Snow presented a high level 5 year cash flow showing three different approaches to covering anticipated capital enhancements. These investments include the double chair midstation project, foundation repairs to General Stark’s Pub, and parking lot stormwater repairs, totalling $1,350,000. The Finance Committee report lays out the cash flow scenarios.

After reviewing the current cash position and the future cash flow projections, the Finance Committee would like the Board to provide to the committee guidance regarding if and how we might invest the excess cash balances in other financial instruments (i.e. Treasury Bills). In the meantime, Andrew Snow will call Northfield Saving to see if they can provide access to alternate investments. Will Kriewald furthered discussion regarding the purchase of TBills and the option to create 2-4% return with stable investments. Matt suggested that the board further consider this issue over the next month and bring to the notice of the shareholders. There would need to be a firm policy with set guidelines to avoid confusion in the future. Meg questioned if the Finance Committee should provide this policy vs the BOT. Andrew Carey said that the Finance Committee is first looking to the board to provide framework regarding the risk and options. Andrew suggested that a group of board members could further talk through this and bring a proposal to the board. Matthew Milanasked that we use the Strategic Plan to make sure that the framing is based on this to operate in the best interest of the co-op. Carol commented that NSB would most likely provide solid recommendations based on her experiences.

Facilities Committee Report (Britton Rogers)

The FC charter will be updated going forward to reflect the below members. Other staff members will be consulted as needed to add relevancy to any issues.

Britton offered thanks to the committee members who guided the past construction over the past few years. The committee will be de-briefing with the construction and architecture firms who completed the work.

The first item of work will be the foundation of the Pub/Basebox – Britton would like to send out an RFP to VIA to renovate the pub from the ground up, exclusive of the fireplace area. VIA has already initiated preliminary work which had originally been included in the Basebox rehab but was cut due to budget constraints. Foundation work, acoustical performance, desire to improve mountain views, efficiency and safety modifications. Additionally, a proper foundation would dissuade water entry into the building.

John Stetson commented that the timeline is to be able to present at the annual meeting.

The recommended slate of members for the 2022-2023 Facilities Committee is:

Chair: Britton Rogers

Management Liaison: Matt Lillard (non-voting)

Board Liaison: Carol Pierce
Board Member: Mariah Riggs

Shareholder: Peter Hourihan

Shareholder: John Stetson

Shareholder: Linc Prescott

Shareholder: Bob Cook


ACTION – Facilities Committee Request Review & Approval (Britton Rogers)

Vote to approve the membership slate. Will moved to approve the recommended slate as listed above. Barclay seconded. Unanimous approval.

The FC is asking for a vote to approve the request for the RFP: Motion to approve the release of the RFP to one or more vendors for response. Mariah 2nd. Unanimous approval.

Motion to approve the spend of no more than $50,000 with the vendor selected by the FC and to conduct the work of that vendor. Will second. Unanimous approval.


Communications Committee Member Slate Approval (Brad Noble): Brad proposed the following slate of membership.


Membership will consist of Board trustees, shareholders, and staff liaisons:

Trustee members

  1. Brad Noble, Chair
  2. Barclay Rappeport, Board Development Chair
  3. Andrew Carey, Finance Committee Chair
  4. Jeff Whittingham
  5. Mariah Riggs

Shareholder members

  1. Britton Rogers, Facilities Committee Chair
  2. John Tobin

Staff liaisons (non-voting)

  1. Sharon Crawford
  2. Ry Young
  3. Virginia Ferris (Vee)
  4. Cassina Johnston (Cass)

Brad moved to approve the slate as presented.  2nd Jeff. Unanimous acceptance.


Sunnyside Midstation Board Support Review & Approval (Matthew Milan):


Climate change creates increasing exposure for our business model.

  • How do we expand skiing opportunities to protect and preserve the skiing experience for our communities, especially during early season and holiday periods?
  • How do we maximize our existing snowmaking infrastructure to get our shareholders and patrons skiing on more of our terrain when natural snow coverage is limited?
  • Management goals
  • Find a way to better utilize the machine-made snow from the Kay’s Grove area down to the base area. In low natural snow years, we are able to make snow from Kay’s Grove to the base area but we are not able to access that snow as we can’t get from the top of the Sunnyside double to Kay’s Grove. When we are relegated to skiing just machine-made snow, we are currently confined to the Lift 4 (Practice Slope) trail pod.
  • Easier access to beginner terrain. Currently beginners at Mad River Glen have to jump from Callie’s Corner to either Lift 4 or to the top of the Sunnyside Double. Neither option is a very good one for beginner skiers.
  • Proposed solution

Add an unload-only midstation to the Sunnyside Double to expand skiing opportunities

  • Allow skiers to enjoy additional terrain on machine-made snow from Kay’s Grove down to the base area (see yellow areas in adjacent image).
  • Expand skiing opportunities when natural snow is not available or requires access from a higher elevation entry point.
  • Develop proposal in alignment to the 2022 MRG Strategic Plan, specifically to align with our strategies to “Expand Skiing Opportunities at Mad River Glen” and “Nurture Durable Mad River Glen Communities.”
  • The desired outcome is a successful shareholder vote to approve the costs ($750,000) of adding an unload-only midstation and associated lift upgrades to the Sunnyside Double.This vote will be conducted at the April 2023 Annual Shareholder Meeting.

Meg expressed a desire to include language to address future use of the Birdland area. Matthew Milanpointed out that further use of Birdland will be a great opportunity, but remains an operational decision based on snow conditions and future usage. Andrew commented that aside from the access to Birdland, this offers a chance to distribute more skiers than on just lift 4 when we are relegated to only man-made snow. Brad commented that we are voting on the financial aspect and the messaging will be a separate conversation. Matthew commented that this aligns with the Strategic Plan and that we will need to carefully inform the shareholders in order to move to a successful vote. Adding this infrastructure will allow us to proactively address preserving the skiing experience through future years. Matt Lillardcommented that the board and management need to stay aligned on the message. Carol expressed her support for this initiative. Brad Noblecommented that this is in alignment with the Strategic Plan.

Barclay moved to support the activities for this initiative to ask the shareholders for a financial spend of up to $750k and to bring this to a vote of the shareholders in April at the annual meeting. 2nd Will Kriewald. Andrew, further discussion: asked if $750k is the correct amount and should this number change will we need to re-vote. Matt Lillard said he is comfortable with the $750k level. Motion is amended to remove the amount.

Motion withdrawn.

Will moved to support the activities of the Sunnyside Double Midstation project with the intention to bring a vote to the shareholders at the annual meeting in April 2023. Barclay 2nd. Unanimous acceptance.


SMF 2022-23 Annual Campaign – Board Support (Matthew Milan): The SMF has asked that the board members support their annual campaign.


Action Item


Open Items & New Business: Carol Pierce commented that Bob Fiorenza, a long time MRG ski patroller, passed away last week and encouraged everyone to read his obituary.

10:10  AM      Adjourn

Manager’s Report 11.19.22

Finance Committee Report – November 2022

Facilities Committee 2022-2023 Slate for Approval