Board of Trustees Meeting Minutes: September 21, 2019
MEETING MINUTES HISTORIC ARCHIVE
21 September, 2019
Cricket Club, Mad River Glen
Mad River Glen Co-Op Board
Attendees: Matt Lillard, Carol Pierce, Ron Shems, Matt Milan, Brad Noble, John Tobin, Barclay Rappeport, Leigh Michl
Shareholders present: Deri Meier
Meeting was called to order at 8:01am by John Tobin
Action: Approve minutes from July 10, 2019 phone meeting: Leigh motioned to approve, Matt Milan 2nd. Unanimous approval
Management report (Matt): Summer has been good. Phone traffic and pace has been picking up as winter approaches. We have stayed below budget and maintained strong NOI. Orders are coming in daily for pass sales. Last spring’s preseason pass sales put us ahead on cash. Andrew Snow returns on 9/30 for a month on site. The Pub has been strong this summer. Thursdays in September have slowed down. The Grift concert was successful. Plans for future concerts based on the success of this show will be forthcoming. MRG will be holding a rummage sale on G & G weekend to help begin the cleanout of the Basebox prior to reconstruction.
Marketing department restructure: Ry Young will be running events, freeride, and day to day communications. Virginia Hume has been promoted to ticketing coordinator and is handling all collateral organization. There will be a seasonal snow reporter beginning in December. This will realize a cost savings over the past marketing structure. There will be trail signage replacement this fall (identical to old style) and updates to madriverglen.com.
Mountain ops is working snowmaking up to the Bunny corner. Improvements on drainage and snowmaking have been ongoing. The bottom of Canyon has been culverted to increase drainage and improve snow surface. Lift 5 has a new operators shack and bullwheel cover.
Ski School’s online store has been upgraded to receive more information at sign up, resulting in efficiencies. School days are being set up with local schools. Leigh suggested increased communication to schools regarding the 12 and under program. Skiing for Scholars will commence on 2/14/20 through March.
Race program is filling up with dates for the year.
Rental/repair will be running limited hours for the fall.
Ski Patrol: new director, Jon Cohen and assistant director, Christian Jaquith. John Ayers will be helping to onboard John.
Finance committee report (Matthew M.): No unexpected surprises for the summer, which was a strong season. Summer NOI was $54K and $14K ahead of budget and the prior year, respectively, with a combination of higher revenue and lower costs. LOC was not used for operations; however, it was used briefly in the amount of $70K because of a delay in the receipt of grant funds. The LOC has since been repaid and SMF has agreed to cover the Coop’s interest charges. Finance committee is meeting every 3rd Wednesday of the month. With respect to the Summer P&L, special events brought in good revenue with a strong NOI. Marketing costs were down over the summer. Facility costs were under budget. POP Campaign construction will affect April-November operations which will result in a lower cash flow for next summer. There is an expected $388K gap between Campaign funds available for Basebox/Patrol construction comprised of a $250K Coop contribution and potential timing differences between outlays and the receipt of pledges. Finance committee will be looking at options for financing pledges to support the construction. Two working groups have been formed are helping to finalize the mission statement work (first group). The second group will be working on financial modeling and supporting management. Options are being explored for food service next summer to help keep our key employees working. Discussion ensued regarding AT&T lease terms as well. T-mobile is looking for access as well.
Fundraising committee report (John T): Campaign ended on May 3rd with final report to trustees. Total pledges are $5,535,000, cash on hand, $2,050,000. There will be a need for a short-term loan to bridge the gap during construction. The endowment has grown over $70k since it was established. A grant of $226k was issued for planning purposes, $1,380,000 has been so far granted to the Co-Op. There will be 3 forms of donor recognition. Website, plaques and named gifts. There are emails going out to clarify all names. Web page will be the end of December, plaques, etc. will be post construction. The ballot initiative is coming up on G & G weekend. There will be a transition of fundraising to Stark Mountain later this fall.
Appoint one or more additional trustees to the Board Development & Governance Committee (Action)
Current members: Ron Shems, Barclay Rappeport
Proposed member: Matthew Milan
Motion was made to approve Matthew Milan by John Tobin. Ron Shems 2nd, unanimous acceptance.
Review plans for G&G Town Meeting, including ballot initiative and counting ballots: Discussion as to the planning of the yes/no vote. Ron Shems will oversee. Carol has offered to help. Goal is to announce the results after the presentation. John Tobin will begin presentation and pass to Matt L. POP will make a presentation and Britton will present the building plans.
Review plans for Betsy Pratt Plaque unveiling: The Homeowners have raised funds to have a plaque to honor Betsy. It will be unveiled at 4:30 on G & G weekend before the Town Hall Meeting. Suggested location is opposite Roland’s plaque. John Tobin proposed the following proclamation:
WHEREAS Betsy Pratt pursued a singular vision of Mad River Glen as an unspoiled haven of uncrowded natural skiing;
WHEREAS Betsy Pratt served for more than two decades as a steward of Mad River Glen, during which time she focused on preserving the mountain environment, rather than creating a resort driven primarily by commercial interests;
WHEREAS Betsy Pratt tirelessly advocated for a cooperative that would place the future of Mad River Glen in the hands of its loyal skiers;
THEREFORE, BE IT RESOLVED that on Saturday, October 5, 2019 a plaque in her honor shall be placed at the entrance of the Basebox across from the plaque honoring Roland Palmedo, founder of Mad River Glen;
AND BE IT FURTHER RESOLVED that the Board of Trustees of the Mad River Glen Cooperative and the Homeowner’s Association do hereby honor Betsy Pratt for her essential role in making Mad River Glen what it is today, and laying the groundwork for the creation of the Mad River Glen Cooperative.
Motion to approve the proclamation, pending approval by the Homeowners Association. Barclay made motion, Brad 2nd. Unanimous acceptance.
Update on fixing the mistakes in the online version of the Coop Bylaws (Ron): Upon review of the publicly available Bylaws, several mistakes, omissions, and ambiguities were identified. The issues pertained to (1) formatting of the 2003 inclusion of a Mission Statement, (2) the proper wording and placement of a 2002 amendment related to termination of shareholder rights, (3) the omission of the 2004 amendment extending shareholder voting to 15 minutes after the end of Annual Meeting, and (4) the starting date of the term for new trustees. The board discussed a corrected version of the Bylaws and the ambiguity related to the wording and placement of the shareholder termination amendment. Leigh suggested that the approved amendment concerning shareholder termination be placed in article IV as voted and then moved to Article 2.7 in a future clarifying shareholder vote. Updated version of Bylaws will be posted to website together with non-substantive footnotes to direct attention from 2.7 to IV.
Progress report on auditing and putting online all Board policies (Brad, Carol, Leigh): The committee has been working to identify and make readily available an accurate compilation of board policies and to correct any problems in the publicly-available minutes. Brad has developed a web application that will serve as central repository and board resource for this information. The board agreed that the maintenance and hosting of this information will be the responsibility of the board.
Discussion – Potential project to revise the Coop Strategic Plan: The current strategic plan dates to 2011. There was consensus that the planned construction projects should be prioritized over an update to the strategic plan. Carol suggested we table for 12 months due to construction. Matthew M suggested investing time more about how we want to do the planning before we start the process. The overarching sentiment is to continue to keep this in mind, but to not take action until a later time.
Review open items & new business:
Open item: Set up a Board Calendar (Barclay). A calendar has been created under email@example.com account.
The public meeting was adjourned at 9:38am and the board went into executive session.
10am, board exited executive session. No action taken.
New agenda item for November is to consider the formation of a community development committee and review the current board committees.