Board of Trustees Meeting Minutes September 10, 2011






Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, September 10, 2011


After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 a.m. on Saturday, September 10, 2011 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.






Bruns (Chair)




Elkind (Vice-Chair)


Liu (Treasurer)


Godwin (Secretary)













Also present was President Wimble. There were no shareholders present at the start of the meeting.


8:01 Call to Order


Trustee Bruns (Chair) called the meeting to order at 8:01 a.m.


8:01 Shareholder Comments (SHC’s)


None at this time.


8:02 Approval of Minutes



Made by

2nd by



To adopt the minutes of June 11, 2011

Trustee Lesure

Trustee Stetson




8:03 AM Review Summer Board and/or Executive Committee Actions


The EC took no hardship redemptions. After meeting over email and in conjunction with the Board and management email discussions, the EC passed the following motion on September 1 in a 4-0 affirmative vote:

“To donate $5K to the Mad River Valley Community Fund for Hurricane Irene flood relief .”


8:04 Management Report




The cable splice on the Single Chair is complete and the Double is scheduled for next week. The Double Chair motor is not back yet; we returned the loaner to Smuggs.


Mowing is complete for the summer. The hand mowing crew was very good, with a lot of return people and patrollers, which makes up for a caring crew about how the mountain looks and skis.


Outside of the Basebox Fireplace Room, most capital projects have concluded.


The Mad River Valley and Vermont were hit hard by tropical storm Irene. General Stark Mountain saw some downed trees and a slide on Paradise. The slide should not have nearly the impact on skiing that trail as the last slide there did. The Coop gave $5,000 to the Mad River Valley Community Fund as well as volunteer work, mostly in Moretown (the hardest hit of all valley towns). We also plan to give another $5,000 to the community fund for flood relief as well. Eric, Betsy, and Mike Witzel led the charge from the mountain in Moretown and did a great job. The Mad River Glen Community was very visual in town as well.


The Burley Partnership (TBP) is getting close to being done with phase 2 of the Master Planning process. Should be ready for a review by the Facilities Committee in a week or two.


We have been operating General Stark’s Pub on late Sunday afternoons through August. Turnout has been light but the overhead is light too. Part of this is just exposure for The Basebox in the summer, not just to make money now.


Steve Skilton, the patroller who was seriously injured this spring, has returned to his teaching position full time and is doing very well.


Share Sales:


No shares were sold for the month of August against a budget of 0. We have sold 31 shares YTD. There are 16 shares on the list to be tendered this fiscal year.



August Financials were ok. Saw some increased expenses, mostly due to timing, but also some increases in health insurance, Basebox, and retail. Cash is ahead of last year and ahead of May projections for this summer. Management will be working with the Finance Committee in the next month to come up with some minimum cash requirements we should have to see us through a bad snow year or consecutive bad years.


8:10 AM Review & discuss Board Role and Responsibilities document (Jim).




Made by

2nd by



To accept the revised R&R as Board policy.

Trustee Elkind

Trustee Stetson




8:20 AM Discuss Budget process, capex/expense, and timing re: readiness for Spring 2012 (Roy)

Discussions on these issues involved timing of the budgeting process, and how the Board, Finance Committee, Management, and Staff could streamline the spring budgeting crunch by preparing someof the information in advance. Also, discussed was moving maintenance and repair items off of a “capex” expenditure list, and making these costs of operation part of the budget. Emphasis was placed on preparing a multi-year budgeting cycle, that would include a look at our capex forecasts for the next 20 years. Budgeting needs to incorporate the suggestions of the Strategic Plan and the needs that come out of the master planning currently underway by the Facilities Committee.


8:51 AM Committee & Working Group Reports:


Board Development – (Gary and Jon)

Work in progress. Gary is passing the baton to Jon., the current chair of the Board Development Committee Potential candidates should be brought to the attention of the Board Development Committee. Candidates should be advised that the number of Board meetings has been reduced, that it is a working Board with many projects on its agenda, with an eye toward long term planning and financial sustainability.

Finance Committee (Roy)

Update on minimum cash balance discussion


The FC discussed what a good “cash cushion” should be. This should tie in with the longer-term SP. MRG’s current line of credit is $200K.




FC will make a recommendation to the Board on this issue at the November meeting.



Facilities (John)

Management continues to make progress on the Facilities Master Plan with The Burley Partnership. The Facilities Committee met by teleconference to review the Program Report and an analysis of required program areas on July 26th. President Wimble will pass along pertinent comments to TBP. TBP will proceed with the second phase of their work, conceptual design. After that, a fuller report should be forthcoming to the Board. Trustee Bruns asked about “additional program areas” – this is if departments determine that they cannot function adequately in existing footprint, and recommendation will be made regarding what footprint is needed and feasibility of creating it (w.r.t. permitting, limitations, etc.).


The Patrol Buildiong is currently high on the list of projects to be addressed..


Clarification – this MP is a base-area MP. Facilities such as the Birdcage and Birdland development are not in this FMP but should be part of a 20-year-plan. There will be a need for a second phase of facilities planning that includes Birdcage, Stark’s Nest, etc. TBP will also be helping us determine possible costs for upgrades/additions. We need to have structural and mechanical analyses done to determine what can be done with existing infrastructure.



Strategic Planning (Jim/Liz)

Discuss potential edits

Goal is to figure out what we will be presenting at G&G weekend to the shareholders. Want to present proposed changes to SH’s, allow for comments, take comments into account, and revise as necessary. Co-op has evolved, five new concepts introduced, document more accessible and readable so it could be more useful to Board, management, community:


·         Use charitable and planned giving to fund major capital projects;

·         Use multi-year business plans to align annual budgets and annual plans with the strategic plan;

·         Constructively engage with Mad River Valley, and more broadly, VT, businesses and beneficent organizations to attract and retain customers;

·         Leverage Mad River Glen’s historical character to attract and retain customers and economic support for the Cooperative; and

·         Understand the experiences of Mad River Glen’s shareholders, staff, and non-shareholder customers to inform business decisions.



New version must get put out to SH’s for review in as many different ways as possible. Trustee Jondro suggested it go out on Eric’s Mountain Update as its own separate email with an introductory narrative.


Suggestions were made and will be considered and incorporated for review before G&G.



Volunteerism (George)

There was one work effort this summer with a total of four volunteers (including George). We primed the new structure around lift 4. The Echo, the MRG update reports on line, and the shareholder forum were utilized to get the notice out and publish a calendar for 4 dates.


The second scheduled effort was in place but a rainout occurred.  There were five volunteers signed up for that.


Trustee Lesure pointed out the following:

1) Many shareholders have not embraced the forum as of yet (at least in this regard); zero responses came from that medium.


2) He didn’t receive any responses to call outs for the later two dates that he would be available for someone to step up and coordinate, which was a bit of a disappointment.


3) In retrospect, he would have used last year’s email lists to get the message out.He suggests that we utilize all manner of communication available to us going forward so all audiences are included.


NHR Update (Lars)

ï?·       Our MRG NHR group met in late June to introduce Lyssa to Ellen, Eric, Jamey, et al, and to transfer knowledge regarding where we’ve been and where we need to go.


ï?·         Lyssa Papazian has taken over as our consultant to complete the application process and has met with Prof. Bob McCullough (UVM) and Diane McNearny (State) to understand the feedback provided to date and next steps.


ï?·         A first draft of a boundary map has been created by Jay Appleton inclusive of input and edits by Jamey and Ellen regarding inclusions and exclusions.  Lyssa has this, and will be updating/editing the application in accordance to this mapping.  This draft is attached for your reference w/ the following indications:

1)      Green shading indicates that boundary of the intended nomination area – anything in green is intended to be included.

2)      Not all Cooperative property is included due to complications in creating unnecessary “islands” w/ homeowners.

3)      1962 will be our cutoff date for the area’s historical significance (as previously discussed).

4)      Please note that Fayston parcel data is potentially inaccurate and needs to be remapped w/ correct GIS data, etc.  We need to see if this overlaps w/ work  TBP is doing re: meets/bounds etc.

5)      3 parcels are within the Cooperative’s NHR bounds.  Each of these properties will need notification of our intention to file a nomination application:

a.       Chalet 10 is likely historic in nature.

b.      The Hillman property (undeveloped parcel/triangle lookers left from Callie’s tow).

c.       Rockefeller’s (probably not historic).

6)      National Register official bounds and resource numbers need to be added/modified.


ï?·         Lyssa is going to continue working with Eric Friedman regarding photography and pictures with snow.


ï?·         Trustee Bruns will be discussing the application and the process with the Homeowners at their annual meeting on Green and Gold weekend.


Planned Giving/Endowment Research (Gary)

Report forthcoming in November.


11:01 AM Action Item Review (Liz)


See below for action item list.


11:11 AM Adjourn




Made by

2nd by



To adjourn

Trustee Jondro

Trustee Lesure





Action Item

Responsible Party


Develop calendar for SP review and topics for discussion.

Trustee Godwin, Trustee Elkind

In progress; meeting is set and topics too. Conference call dates have been set and will be published to SH’s through forum, mountain update, and website. Schedule complete. Draft of revised plan published to board. DONE.

Form a Board Committee to address non-operational sustainability ideas.

President Wimble.

New item. President Wimble is doing a similar exercise with staff in the spring after closing. Defer until after that time. That meeting has taken place but info still pending. Deferred to autumn pending SP review and other inputs. Need info from the staff meeting.

Revise quick summary of retreat

Trustee Elkind

New item. In progress. Pending. Trustee Elkind will revise Board R&R doc, including Board feedback, for Sep. meeting. Distributed prior to June meeting and redistributed 9/6. DONE

Cull policies and procedures from minutes on Co-op webpage docs.

Trustee Jondro

Still in progress. Plans to have completed in November.

Trustee Liu will discuss budgeting process with President Wimble.

Trustee Liu

New item (Mar). Trustee Liu needs to coordinate with President Wimble, who is expecting numbers between now and next meeting. Still ongoing.

Post notice of committee meetings to SH section of forum (committee chairs) – ongoing

Trustee Godwin

Ongoing responsibility.

Send notes from March SH input meeting on SP to Board

Trustee Godwin

New item (May). Done in June. DONE.

Revisit the budget process to take into account the concerns related to summer spending being established in the spring versus incorporated in the annual budget and the process didn’t provide a structured way for the board to provide input into the budget process before the staff did the calculations.

Trustees Elkind, Liu, Stetson and President Wimble

New item (June). Was discussed at September meeting by full Board.

Forward 20-year plan to Board after reviewing with Trustee Stetson

President Wimble, Trustee Stetson

New item (Sep).

Pricing and marketing strategy

President Wimble, Trustee Elkind

New item (Sep).

Summer capital vs. budgeting expense discussion

Trustee Stetson, Trustee Lange

New item (Sep).

Multi-year cycle and planning

Trustee Liu, President Wimble

New item (Sep).

Send list of prospective Board candidates to full Board.

Trustee Anderson

New item (Sep).

Tweak SP and send to full Board pre-G&G in time for comment and to send to shareholders

Trustee Elkind, Trustee Godwin

New item (Sep).

Research planned giving and cooperative structure

Trustee Lange

New item (Sep).

Understand potential reduction of workers comp or other insurance premiums from requiring on mountain staff to wear helmets

President Wimble