Mad River Glen Cooperative
Board of Trustees Meeting
Minutes – Saturday, September 11, 2010
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 11, 2010 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
|
Trustee |
Attendance |
Trustee |
Attendance |
|
Bruns (Chair) |
Absent |
Lange |
Present |
|
Elkind (Vice-Chair) |
Present |
Liu (Treasurer) |
Phone-in |
|
Godwin (Secretary) |
Present |
Lesure |
Present |
|
Hall |
Absent |
Stetson |
Present |
|
Jondro |
Present (8:06) |
|
|
Also present were President Jamey Wimble and one shareholder (SH’s).
8:03 Call to Order
Trustee Elkind (Vice-Chair) called the meeting to order at 8:03 a.m.
8:05 Approval of Minutes
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Absent |
|
To adopt the minutes of July 10, 2010 |
Trustee Lesure |
Trustee Stetson |
6 |
0 |
3 |
8:06 Shareholder Comments (SHC’s)
(no SH’s present at the time)
8:13 AM Management Report
Operations
Lift inspections have started for all five lifts; no problems are anticipated.
President Wimble has been working with Verizon on a cell tower deal and is very close to the first draft of a contract. They are putting a site in at Sugarbush and one in Waitsfield. When they are done they should have better coverage at Sugarbush than ATT. If the deal closes, we would have great cell coverage for AT&T and Verizon at MRG.
The Cooperative website will receive a face-lift in mid-October. In addition to modernizing the look of the website, it will be easier for staff members to update content.
The Volunteer work this summer has been great. The Basebox, Birdcage, ski racks, and benches all got some fresh paint and water seal. About fifty people (not just shareholders) contributed some sort of time. Vivian Branschofsky was the person who kept things moving forward. This is estimated to be about a $10,000 labor savings had we subbed the work out. It was a great community effort, and management and the Board thank all who came out!
We have a trail crew that will begin work for three weeks thanks to a donation from the Stark Mountain Foundation. They will clean up hazards and do trail work on Glades, Fall Line, and others.
Capital:
The office repair is the highlight of the summer capital list. The work is coming along well and the total cost should be about $130,000, which is close to the original estimate of $125,000 because most of the problems that were uncovered had been anticipated. That work plus the paint job will have the building looking pretty sharp for Green & Gold Weekend.
About $35,000 of the original capital money approved by the Board for the summer remains unspent, so much of that money will probably move to next summer’s capital budget. The e-commerce system that was originally contemplated was not purchased, as it turned out that it would not help us with the retail store. A shopping cart system will be utilized instead (after Oct. 15). It was set up at low- to no cost using third-party software.
Personnel
We have hired a new race director, Jim Komarmi, to replace Sally Utter. Jim comes to us with about ten years of coaching experience in many different areas including GMVS. We welcome him aboard.
We have also hired Chuck Martin to replace Ken Irish, as Ken will be retiring from year-round work on January 1, 2010. Chuck will start this fall in order to be brought up to speed. He has a wide range of experience including but not limited to lift maintenance, grooming, vehicle maintenance, snowmaking, and welding (certified). This is not an easy position to fill and we feel fortunate to have Chuck. Kenny will continue to work as a lift operator seasonally as long as he feels able, so you will still see his chuckling face at the Single.
Share Sales
No shares were sold in the month of August against a target of two. Twenty shares have been sold YTD. There are only five shares to be tendered this fiscal year to date, which is a good trend. These five tendered are in addition to four hardship requests this FY.
Financials
July and August came in under budget by about $13,000. Most of this was due to savings coming from a reduction to our workers comp insurance and our general liability insurance. We estimate +/- $179,000 NOI as of 9-30-10. As of September 1, we have $421,000 in the bank. This will see a $130,000 reduction as the office repair bill comes in. Our cash flow is about $30,000 ahead of the June projection, mostly due to July and August’s good financials.
SHC (Rocky Bleier): How much electricity is being used by the cell towers at Birdcage. President Wimble replied that we are reimbursed by AT&T for the electricity usage. Mr. Bleier also asked about the possibility of using solar panels to generate electricity. President Wimble answered that he had spoken with people about making the Birdcage self-sufficient, but there is a problem of space – where to put the panels. Mr. Bleier also recommended that the lifties’ schedule be set up to allow them to ski more during a work day.
Trustee Jondro, Marketing Director Friedman, and President Wimble have met regarding the retail store and whether we can get a good ROI (return on investment) by money in the store; there don’t seem to be any obvious opportunities at this time.
Retail Store
Betsy Jondro (speaking as an employee) gave a brief presentation about steps taken this summer to increase revenue from the General Store. The store has been reconfigured to maximize space and another storage room has been utilized. Gift items represent a significant portion of our sales. Some future plans include increased e-commerce due to redesigned website, capitalizing on gift-giving holidays, using direct mailing around the “holiday season,” and running promotions and sales targeted at increasing foot traffic in the store.
Trustee Lange thanked Ms. Jondro for the presentation and noted that just a few years ago we did not have nearly the revenue from the store that we do now under our ownership.
SHC: Mr. Bleier applauded Ms. Jondro’s initiative and results. He thought that the free T-shirts for staff was a great idea. He recommended a free sticker for SH’ers to get them in the store. He also suggested having the bar open during summer weekends, maybe with a sign that says “bikers welcome” and a “cross-trained” bartender who could sell MC’s, some T-shirts, etc. Ms. Jondro responded that this was tried last year, on the Sunday of the bike race – bar and store were open on a beautiful day. All people wanted was a restroom and very little was sold. She was also in the store many Saturdays with slow traffic. Mr. Bleier also suggested having a “history of MRG” board posted in the base area for those who stop in out of curiosity, as a way of attracting potential customers and shareholders. Trustee Stetson liked the history board idea.
8:45 AM Discuss Election Processes, Procedures, and 2011 Schedule (Trustee Lange)
New Election Procedures have been drafted – see attachment.
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Absent |
|
To adopt the revised Election Procedures as drafted by the Election Committee. |
Trustee Stetson |
Trustee Lesure |
7 |
0 |
2 |
9:15 AM Committee Reports
Finance Committee (FC) (Trustee Liu)
President Wimble is working to add a go-forward basis adjustment to relevant balance sheet line items (such as “Deferred Revenue”) that impact cash flow reporting and forecasts.
The FC reviewed President Wimble’s re-forecast budget to revise summer expenditures reflecting the delay of the office fix from last year to this year.
The FC also reviewed President Wimble’s “snap-shot” of the fiscal year end. Through management & staff’s hard efforts, the budget is tracking nominally ahead of plan, and the Co-op will likely end with a positive Net Operating Income certainly greater than $100K and possibly closer to $179K.
Cash is tracking to end the fiscal year ~$30k ahead of plan, primarily due to “on budget” operating losses in the summer months and the deferral of some of the capex programs, primarily the e-commerce effort. President Wimble reported that the system that was under evaluation turned out not to be the appropriate system, so implementation was going to get delayed.
Trustee Lange asked about why the Basebox income was significantly up in July and August; President Wimble replied that there were two rehearsal dinners that had not been budgeted for. Trustee Liu cautioned that running those events also has associated costs so we only netted a few hundred dollars.
SHC: Mr. Bleier noted that no events were scheduled for August due to the construction; he reiterated his concern that we need to get more people onto the mountain. Trustee Elkind responded that the Board and management were concentrating on Net Promoters (people who have a good experience and become word-of-mouth “ambassadors”). Trustee Jondro added that we are ramping up marketing of the Basebox as an event venue. President Wimble added that the new website will highlight this aspect of MRG as well.
NHR Update + Facilities (Trustee Stetson)
Prof. McCullough [of UVM] plans to take his students to look at the buildings and has spoken with Tom Visser about providing building condition assessments for some of the buildings. He usually gives students the freedom to choose specific buildings. So, some of them may undertake both tasks.
Britta Fenniman met with Prof. McCullough in late August to check in on the status and talk about what the students will complete this fall.
A partial list of what she has been working on is as follows:
– Statement of Significance
– Period of Significance/ Justification
– Boundaries establishment and half of deed research
– Criteria Considerations explanation
– Mid & Upper Mountain photography
– Historical Research (UVM Special Collections, Vermont Historical Society, online sources, MRG office files)
– Detailed outline for historical narrative
– Lists of/ digital files for all resources (buildings, structures, objects, sites/ features) with history, dates, photos, etc.
– Bibliography
– NR Application Form- general information
The students will complete the following tasks:
– Narrative Description (general & individual resources)
– Boundary description & justification
– Remainder of deed research
– UTM Map/ references
– Sketch Map
– Historical narrative
– Base area photography and photo log
In short, progress is being made. The goal is that a draft of the application will be ready by late 2010. The plan is to submit the application by early 2011.
Facilities – we do not have an active Facilities Committee right now. Trustee Stetson would like to resurrect that, which would enable us to take a more long-term view. The Board suggested that Trustee Stetson work to recruit potential members to the Facilities Committee and present the proposed members and any revisions to the mission of the committee to the Board at a future meeting.
SHC: Mr. Bleier reminded the Board that the Facilities Committee has existed for years and that the Facilities Committee recommended the Single Chair restoration. He mentioned bridges as something that should be addressed as well.
Sustainability Offsite & Strategic Planning (Trustees Elkind, Lange, and Godwin)
The Board has scheduled a retreat for November 20. The objectives of the retreat include:
· Define the role of the board and its approach and level of involvement in guiding the Cooperative. This is the ‘Governance’ topic. Subtopics and areas of discussion could include:
o What governance model should the board follow
o Role of the board
o How does the board know when to get involved and when not to
o Role of committees and who serves on them
o How will the board get done what it wants to be done
· Determine the board’s objectives for the balance of this year and for some future looking time horizon. This topic c/should be discussed in the context of:
o The strategic plan and refreshing the strategic plan
o Management priorities
o Board member interests and experience
· Establish guidelines to improve the efficiency of board meetings. Suggestions have included:
o More strictly following Robert’s Rules of Order (http://www.robertsrules.org/) during board meetings
o Post committee reports before meetings so they are available to the board and the public for review
o Using e-mail to ask questions following circulation of committee reports in advance of board meetings
· Next steps: Establish specific action items (with owners and due dates) that the board will take to enact its agreement at the retreat. Examples of next steps include:
o Changes to policies
o Refresh of strategic plan
o Forming or reforming committees
o Developing a document the board can use to help it decide when and what to engage in
Trustee Jondro echoed Trustee Godwin’s question about who would be attending besides Board members. Trustee Elkind suggested that the Board discuss the planning details via email. Trustee Lange asked if we would have an outside facilitator; Trustee Jondro recommended this. Trustee Godwin noted that a facilitator should not be one of our invited guests, because a facilitator is not supposed to give input. Trustee Stetson asked if we would actually spend time on the Strategic Plan (S.P.) at the meeting. He saw that as less appropriate for a Board retreat than for a committee meeting. Trustee Elkind said that one thing that has been difficult for him as a newer trustee has been not knowing what the longer-term objectives of the Board are.
Volunteerism (George)
It was an “incredible summer” for volunteer work. Vivian Branschofsky deserves great kudos for coordinating the volunteer efforts. Trustee Lesure raised the question of how we want to handle recognizing people for their efforts without running into problems with our insurance. It turns out that we cannot; the waivers preclude any form of compensation.
SHC: Mr. Bleier thought it would be nice to present Vivian with some token gift of appreciation.
Environmental Sustainability Committee (ESC) – Trustee Elkind
The ESC received last night a bio-heat analysis. The committee will have a fuller report at next meeting after it has had time to review the anlaysis.
Executive Committee (EC)
The EC approved one hardship request in August.
9:40 AM Action Item Review (Godwin)
See below for updated Action Item list.
9:52 AM New Business
Trustee Stetson asked if there would be an opportunity for the Board and key managers to have a meet-and-greet of some sort around the start of the season. Trustee Godwin asked that it be weekend-based for the out-of-state trustees.
SHC: Mr. Bleier thanked Trustee Godwin for hard work as secretary. He wanted to make sure that website minutes posted were noted clearly as DRAFT minutes. He reminded the Board that committee meetings, not just full Board meetings, should also be warned. He also appreciated the action item list and the effort that the current Board is making to keep SH’s informed.
10:00 AM Adjourn
|
Motion |
Made by |
2nd by |
Aye |
Nay |
Absent |
|
To adjourn. |
Trustee Jondro |
Trustee Lange |
7 |
0 |
2 |
|
Action Item (Responsible Party) |
Progress |
|
Once volunteer effort is a bit more organized, resurrect Volunteers page on Coop web site (President Wimble) |
Will happen in May. In process. Still in process. Waiting for Oct 15 rollout of new site. |
|
Re-evaluate and revamp process for election procedure. (Trustee Lange) |
Trustee Lange advised the Election Process suggested revisions would be available to be discussed at the September Board Meeting. Suggestions for nomination to the Board are always welcome. Completed. |
|
Adjust [email protected] so that it goes only to board members without a moderator. (President Wimble) |
JW clarified that we want all nine to get that. In process – 9/18 completion date? |
|
Clarify what surveys need to be done of SH’s and day skiers, by whom, and how. (Trustees Jondro and Godwin) |
In process. Still in process. Trustee Jondro asked if we could have the data from Marketing Director Friedman’s survey as we read the S.P. |
|
Interface regarding feasibility studies for green improvements w.r.t. heating (Trustees Stetson Elkind) |
New item. In process (at no cost to MRG). |
|
Talk with Alan Moats about prior history of Board governance. (Trustee Bruns) |
In process. |
|
Seek out materials regarding prior governance of Board. (Trustees Hall and Jondro) |
In process. |
|
Prepare for Strategic Plan review. (Trustees Elkind and Godwin) |
In process. |
|
Check personal calendars r.e. Feb 5 Board Meeting. (ALL) |
Completed. |
|
Remind people to give input on S.P. (Trustee Elkind) |
New item. |
|
Recruit for Facilities Committee. (Trustee Stetson) |
New item. |
