MAD RIVER GLEN COOPERATIVE

SHAREHOLDERS’ TOWN MEETING

MINUTES OF MEETING

October 4, 2003

After due notice, a shareholders’ town meeting of the board of trustees of the Mad River Glen Cooperative was convened at 4:00 PM on October 4, 2003 on the 3^rd floor deck of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.

Trustees Alan Moats, Deb Steines, Paul Finnerty, Lu Putnam, and Leigh Michl were present. Trustee Jay Appleton joined the meeting while it was in progress, following the conclusion of the volunteer work day he led. Also present were General Manager Jamey Wimble, Eric Friedman, Andrew Snow, and Sean Lawson. Approximately 40 shareholders attended the meeting.

CALL TO ORDER:

President Alan Moats called the meeting to order at 4:05 PM and provided an introduction.

GENERAL MANAGER’S UPDATE

Mr. Wimble provided an update on mountain operations since the April 2003 Annual Meeting. He noted:

·          Projected operating income for the fiscal year ended September 20, 2003 was expected to be $260K to $270K, in line with projections made at the Annual Meeting.

·          Although early, seasons pass sales were tracking slightly ahead of the 02/03 (which was notable given the very strong pass sales in the prior season).

·          42 shares had been sold in the prior year, which was ahead of plan. The Co-op also redeemed about 20 shares during the year.

·          The following major capital projects were completed during the summer:

o        Birdcage – Gable ends, siding, interior cooking fixtures

o        Single Chair – The midstation had been completely rebuilt

o        Basebox – New refrigeration equipment and other smaller items including additional shelving

o        OfficeBuilding – The old porch was converted to an office and the old GM office was converted to MRG’s first conference room

o        Buried underground fuel tanks in the base area were replaced

20^th HOLE (aka PalmedoBasin)

In response to shareholder questions, Alan Moats provided an update as to its status. He indicated that discussions were ongoing regarding various joint conservation/development plans whereby the purchase of the land would be financed by development of housing on a portion of the land so that the majority of the land, including the skiable terrain, would be preserved. In addition to discussions with several developers that led such projects, meetings had been held with Betsy Pratt (on behalf of the Mad River Corporation) to identify and take into consideration the seller’s needs and desires. He indicated that the project would likely not involve a substantial financial commitment from the Co-op, but would be financed through homeowner land purchases. He also noted that the Co-op’s role was as an intermediary facilitating the project so that the Co-op’s needs and desires could be taken into consideration. He expected considerable shareholder input and some financial expenditure by the Co-op, to the extent that some land were needed for Co-op operating purposes.

Mr. Moats indicated that few aspects of the project had “jelled” at this point so that his description was necessarily vague. For instance, questions such as who holds the conservation easement and the project timetable were not know. Regarding the timetable, he indicated that it was the desire of the Co-op board to move the project ahead as quickly as was feasible. He also noted that there had been no Co-op expenditures related to the project to date, other than management time.

KENT THOMAS NATURE CENTER DEDICATION

Deb Steines and Sean Lawson led the dedication of the nature center (formerly the lift shack at the bottom of Slalom Hill) as the KentThomasNatureCenter. Ms. Steines indicated that the Stark Mountain Foundation had received a substantial donation from the Tauck Foundation. The Tauck family had been long time friends of MadRiver skier Kent Thomas and had wanted to honor Kent following his recent passing.

Mr. Lawson noted that, after many years in partial repair, the complete renovation of the building had been completed and was being fit-up with displays related to the wildlife and geology of StarkMountain.

Art and Chuck Tauck and Kent Thomas, Jr. were introduced. They described how they had met Kent on the commuter train from Connecticut to New York. The Tauck family, Okemo skiers at the time, were enticed to come to Mad River because of Kent’s descriptions and, in later years, rented Kent’s house at the top of the practice slope (with a “powder day” room always kept for Kent’s use) until they built their own home at the mountain. Other stories regarding Kent, including the time Kent accidentally rode a MadRiver ladder down the Practice Slope and across the busy base area were saved for the evening’s “Mad River Remembers” function.

There was a ceremonial passing of the new nature center signs from the Taucks and Kent Thomas Jr. to Sean Lawson, on behalf of the Co-op. Mr. Lawson also noted that the Tauck Foundation had generously provided funding for ongoing displays at the Center.

SHAREHOLDER QUESTIONS

The meeting was turned over for shareholder questions.

·          Ms. Bridgewater asked whether grilled food would be added to the Birdcage menu. Mr. Wimble indicated that the menu at the Birdcage had been broadened significantly, but that the addition of a grill was not economically feasible at this point.

·          Mr. Spaulding asked about the question of the construction at the top of the Practice Slope. Mr. Wimble indicated that a private home was being completely renovated and also indicated that stones currently stored at the top of the racing slope would be relocated by winter.

·          Mr. Heinzerling asked about the status of the project to bury overhead electrical wires in the base area. Mr. Wimble said that he hoped that the project would be completed the next summer but that the ability to do it was dependent on Green Mountain Power, who owned the wiring. Mr. Wimble expected that GMP would pay for the project. Burying the wires would improve safety and aesthetics. He said that it would likely not impact electrical reliability inasmuch as last season’s electrical problems were caused by problems elsewhere in the valley, but affected the mountain.

·          Eric Friedman provided a reminder of the “Mad River Remembers” night scheduled for the evening. The night was part of an ongoing project to record remembrances and other MadRiver lore. Eric also indicated that he was asking shareholders to provide historical photography or video that he could copy for historical purposes. He said that he would love some volunteer help in the effort of cataloging the films. There was a particular need for photos of the old Slalom Hill rope tow.

·          Mr. Lawson indicated that the summer camps continued to build momentum. They were filled some weeks and were well received by attendees.

·          The board noted that the management team had received a prestigious award from the National Ski Areas Association regarding the Co-op’s groundbreaking and highly successful “12 and Under Program”. The NSAA noted that the innovating program, conceived and implemented by the mountain staff, had made a significant contribution to the NSAA’s efforts to attract “core” participants to the sport.

ADJOURNMENT

There being no further business to come before the board and shareholders, the meeting adjourned at 5:05 PM

Respectfully submitted, Leigh Michl

A true record.

ATTEST: __________________________________________

Leigh Michl, Secretary