Board of Trustees Meeting Minutes November 8, 2008
MEETING MINUTES HISTORIC ARCHIVE
Mad River Glen Cooperative
Board of Trustees Meeting
Minutes – Saturday, November 8th, 2008
After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:08 a.m. on Saturday, November 8, 2008 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
Trustees Jay Appleton, Lars Bruns (Vice-Chair), Paul Finnerty (late arrival) Liz Godwin (Secretary), Bill Reynolds (Chair), Eric Schoenholz (Treasurer, phone-in) were present. Also present were President Jamey Wimble and three shareholders [“SH’s”].
CALL TO ORDER:
Trustee Reynolds called the meeting to order at 8:08 a.m.
REVIEW OF MINUTES:
To adopt the minutes of September 13, 2008 and October 4, 2008 as written.
MRG is now 100% PCI [Payment Card Industry] compliant regarding credit-card company data security standards. We also purchased insurance against cyber-theft. President Wimble commended Mike Ketchel and Wesley Wright for their work on this matter.
President Wimble is researching the pros and cons of putting us into the “current use program,” which could reduce our property tax rate. We are somewhat limited in what land parcels we could put in the program. For current use eligibility we would also need a contiguous 20-acre lot for timber harvesting. The amount we could save may be negligible, but we will look into it.
The retail shop/general store is doing well. The cash-out procedure for web-sales is cumbersome due to state sales tax issues; therefore we may outsource shipping/receiving and the computing of taxes for web commerce.
We have sent out reminder notices for Single Chair Campaign pledges due in 2008. There is some concern about defaulted pledges due to the current economic climate.
Verizon has approached us about putting a cell tower on the mountain. This would be more involved than the Unicel deal was; they would need a building and a >60-ft. tower (which they say could be built to look like a tree). If the site works for them they will get back with a proposal. It would not be for this year. We are prohibited from building non-skiing-related structures above 2300 feet [about where the old double midstation was].
The Mad River Glen Book “A Mountain Love Affair” will be available by Thanksgiving from the MRG General Store.
We have sold five shares for the month of October against a budget of four. We have had only one tender request and that was due to an estate liquidation.
We will be receiving money from PTV again for the Single Campaign. We have not re-amortized the loan on the Single but when we pay down the principal with the PTV funds our balance should be about $160K. Our current balance is about $280K. Discussion ensued about how much cash we should commit to paying down the mortgage vs. capital expenditure projects and emergency cash for operations.
October profit and loss looks good. Expenses are off because not all are entered yet.
The Shareholder Loan Committee discharged the mortgage for the Lift 2 bonds that were paid off in June.
We have seen an increase in units sold for passes; that is expected after a good season. Purchases of the Triple Major pass are also up . Family Mad Cards were not well-received by some, but others who had bought Mad Cards last year bought season passes for this year. Shareholder feedback indicates they were happy with the change in MC’s.
We had fewer start-up expenses on the general store than expected and we nearly doubled last year’s autumn income in the store. Our owning the store helps with Mad Money coming back to the mountain because we didn’t have to send cash out of the Coop.
SHARE REDEMPTION PROCEDURE (ACTION)
The Board discussed the draft of the revised Share Redemption Procedure which is intended to provide a procedure for redeeming shares within the framework established in the Coop By-Laws.
Trustee Bruns asked for clarification on when payouts would occur; President Wimble explained that the annual redemption date is at the December Board meeting when financial audit is approved.
Trustee Bruns pointed out that section 4a should read “Net Book Value;” it was changed to reflect this.
To adopt the amended share redemption procedure.
The revised Share Redemption Procedure can be found on the MRG Coop web-site.
Trustee Bruns thanked the following SH’s who had worked on the SP update:
Rocky Bleier, Russ Bowen, Eric Friedman, Liz Godwin, Dot Helling, Jed Kalkstein, Pete Ludlow, Deri Meier, Alan Moats, Rick Moulton, Mark Renson, Eric Schoenholz, Jon Schultz, Jamey Wimble.
He then summarized the changes to the SP. Trustee Reynolds commended Trustee Bruns and the committee for their work on the SP. Trustee Bruns also noted that the discussions of SP last winter generated many good ideas that have served the Co-op well.
SH Mark Renson asked if the minutes were available of these meetings. Trustee Bruns affirmed that they were and that they would be very useful to future Boards.
Trustee Appleton asked if this would be an annual event as it took a long time. Trustee Bruns recommended that every year the Board should at least look at it, and empower a subcommittee when the Board thinks more scrutiny is necessary.
The FC met and recently reviewed the cooperative’s potential funding options for future MRG capital expense needs including property, plant, and equipment. Various options and opportunities were discussed but no action is required at this time.
The audit looks very good. This year we have not noticed any major issues after a preliminary review. We’ll get a draft of the complete audit in a few weeks. The FC will review it and have its recommendation to the Board available for the December meeting.
The next major project for the FC is to investigate “Plan B” ideas for managing bad seasons.
Trustee Bruns commended President Wimble on his work on cyber-security and actions taken regarding financial risk management.
Board Development Committee
Trustee Finnerty pointed out that there will be three open seats on the Board this year: two in-state and one out-of-state. He would like to encourage people to run.
SH Sean Kalkstein asked about what happens if people win out-of-state seats, then move to VT. Answer: they keep their seat but must run in-state for second term.
The Executive Committee took one action – to approve purchase of the cyber-theft insurance.
Trustee Schoenholz asked about studying and monitoring capacity issues and noted that it is in the “actions” in the Strategic Plan and that we should formalize the process somewhat.
Trustee Bruns will draft a collection of data points the Board would like to collect for upcoming season for Board and management review. Marketing Director Friedman will be doing a customer survey but is waiting on the Board for this. We’ll probably want to get volunteers to help once we know what data we want to collect. President Wimble had concerns about how we collect the data. Trustee Finnerty stated that he still believes that a speaker on Tower 1 would help with abating liftline doldrums. President Wimble replied that a new system is in the works.
Trustee Appleton asked about VSAA [Vermont Ski Areas Association] “comp” tickets – was there any feedback about this? President Wimble noted that we tried to block out weekends and holidays but weren’t allowed to do that. However, there are fewer tickets out there this year. It’s on the spring meeting agenda at VSAA because other areas are worried about VIP tickets as well.
Leaving VSAA is not really an option as it would potentially deprive us of some lobbying support, especially with respect to snowmaking regulations, etc.