Board of Trustees Meeting Minutes September 26, 2013

Draft Version September 26, 2013

 

Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, September 7^th, 2013

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 am on Saturday, September 7^th, 2013 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

 

Trustee	Attendance	Trustee	Attendance
Elkind (Chair)	Present	Holtan	Present
Stetson (Vice-Chair)	Phone in	Jondro	Present
Anderson (Secretary)	Present	Lesure	Present
Liu (Treasurer)	Phone in	Palola	Present
Godwin	Present

 

Also present were President Wimble and 1 shareholder.

 

 

 

8:12 AM Call to Order

 

Chair Elkind called the meeting to order. There were no shareholder comments.

 

 

8:13 AM Review & Approve Minutes of June 8th, 2013

 

Motion	Made by	2nd by	Aye	Nay	Abstain
To approve the minutes of June 8th 2013.	Trustee Lesure	Godwin	9	0	0

 

 

 

 

8:15 AM Review Summer Board and/or Executive Committee Actions

 

The board discussed their approval to revise the schematic design of the patrol building and the basebox. Multiple e-mails and a phone conference in August resulted in the board authorizing an additional $8,000 to be spent on revising the schematic design to address the design aesthetics of the patrol / ski school building and to address aspects of the designs that do not satisfy program requirements. In the course of this work, the architects will explore the possibility, costs, and benefits of keeping the ski school program in the Basebox versus moving it into the ski school / patrol building. The architects will also provide revised cost estimates and renderings to illustrate the better of the two design concepts.

 

The goal is to have the renderings and revised costs completed by late August / Early September in order to finalize the case for support for the fundraising Planning Study.

 

They also discussed the decision to waive the right of first refusal on a home located next to the Amateur Ski Club.

 

The executive committee also approved an additional antenna for A T & T to the Birdland building. It is the same size and height as the existing one.

8:20 AM President Wimble presented the Management Report

 

Operations:

 

AT&T has requested additional equipment for the cell site. This does include an additional antenna to the exterior of the building about the same size as the current AT&T antenna (Not the big one Verizon has) Executive Committee approved drawings as well. I have requested an additional $500/month and have preliminary approval from them on that amount. It still needs approval from state lift inspector. Not anticipating a problem there.

 

Still finalizing fiber route with Verizon but we believe we have it solved.

 

Met with Jeff Nelson from VHB[A1]  (Vanasse Hangen Brustlin, Inc) last week. He has provided me with a proposal to do an initial feasibility study of expanded snowmaking for MRG. It is broken into two parts, initial feasibility to include water source, storage, permitting feasibility, and cost. Second is testing of a local well that the mountain has rights to with a high yield. Cost of this is $7900.

 

Have spent considerable time with the facilities committee and the design team revising the schematic design submitted last year. We feel good about the revisions as we have addressed feedback from the survey, interviews, and work study meetings. Results are decreased cost and more customer satisfaction.

 

Share Sales:

 

We sold 0 shares against a budget of 0 for August. We have sold 34 shares YTD. There are currently 34 shares on the list to be tendered. We have done 4 hardship tender requests this fiscal year not included in the 34 on the tender list for December.

 

 

 

Financials:

 

August came in a little below budget NOI. However, some more expenses may come in to make it pretty much on budget.

 

 

The board spent considerable time discussing the merits of spending $7,900 on an initial feasibility study on water for use in snowmaking. This led to an action item as well as a motion.

 

Action: Jamie will provide the board with a summary of prior snowmaking research including estimated costs involved.

 

 

 

Motion	Made by	2nd by	Aye	Nay	Abstain
That we spend $7900 to do an initial feasibility study to include a water source, storage and permitting feasibility.	Chair Elkind	Vice Chair Stetson	0	9	0

 

 

 

8:48 AM Finance Committee Report –Treasurer Liu.

 

Treasurer Liu reported the finance committee had a phone conference on September 5^th. The primary topic was the number of share tenders as well as the number in arrears. The F/C is also examining the suggestion to raise the APR and what impact that may have.

 

9:11 AM Review board and committee calendars for 2013 / 2014

The board reviewed the schedule. Green and Gold town hall is October 5^th, the next meeting is November 9^th.

 

9:15 AM Break

 

9:23 AM Fund Raising committee update – Trustee Holtan

 

 

The MRG Fundraising Committee (FundCom) offers the following report:

 

The Cooperative fielded a survey this spring and summer to give all shareholders and interested parties another opportunity to provide input on potential capital initiatives at Mad River Glen. The response rate was very strong.

 

·         The total number of survey takers was 735; 485 were shareholders.

·         Over 24% of the Co-op’s shareholders took the survey. Many took the time to write extensive comments.

·         An equal distribution of in-state and out-of-state pass holders responded.

·         208 survey takers indicated they were willing to help out and provided contact information.

·         Additional results will be presented at Green & Gold once data has been reviewed.

 

The survey is just one way the Cooperative is engaging the Mad River Glen community to help map a vision for the mountain’s future. The Campaign Planning Study work with Demont Associates is another. The Planning Study will provide factual information to determine the feasibility, timing, support and priorities of a capital campaign. Currently the FundCom and Management are:

 

·     Revising budgets for long-term capital needs based on latest facilities estimates.

·     Developing a statement of need that provides background information as well as specific opportunities and rationale.

·     Preparing to interview a cross section of individuals whose participation in some way will be vital to the success of a campaign.

·     Working to complete the Planning Study in December.

 

 

The board discussed the timeline involved, whether there could be a ballot question in April 2014 and the two to five year plan for fundraising. The interviews will take place in late October and Demont Associates should have the Planning Study report completed by the end of the year. The board is working with the Stark Mountain Foundation to complete a memorandum of understanding (MOU).The MOU will identify the components of potential capital expenditures that fall within the SMF mission.

 

Chair Elkind stated the board needs to remember that the shareholders who did take the survey are only one part of our community. There are many additional opinions and viewpoints for the board and management to consider as we move forward.

 

 

 

 

 

10:00 AM Facilities Committee Report – Vice Chair Stetson

 

The MRG Facilities Committee (FacCom) has provided all of the comments and summary from the

survey to the design team. The design team has prepared a revised schematic design. The revisions to

the plan include the following:

 

1. Reduce program for the patrol.

2. Increase the size of the locker facility.

3. Increase the size of the gear rooms.

4. Incorporate the ski school program into the Base Box.

5. Eliminate work in the retail shop and minimize the work in the repair/rental.

6. Reduce the scope of envelop improvements.

 

Detailed cost estimates and renderings for fundraising purposes are in process. The estimates will

provide a break out of each building and will identify the costs associated with the Pub addition,

including the additional seating at the 3rd floor. The renderings and estimates will be complete by

9/16/13.

 

President Wimble and Vice-Chair Stetson then presented the assembled with a PDF slide show showing the detailed design revisions. A lengthy discussion ensued with multiple questions regarding the changes.

Demont associates reviewed the file and it meets their needs for the interview process.

 

Vice Chair Stetson stressed the need for a schedule for the FundCom and FacCom for this project. An action item to create one for the November meeting was created.

 

10:50 AM Board Development – Trustees Jondro and Palola

 

 

Prior to the meeting Trustee Jondro had circulated an e-mail detailing the proposed changes to the Election Procedures. These had been last updated in September 2010. Following discussion led to a motion.
See the procedures at the end of these minutes

 

 

Motion	Made by	2nd by	Aye	Nay	Abstain
Motion to accept the revised election procedures as submitted on September 6th,	Trustee Jondro	Trustee Palola	8 *	0	0

 

(*Trustee Liu had left the meeting)

 

The board also discussed investigating on-line voting. Trustee Palola will research this.

 

Trustee’s Jondro and Godwin will be finishing their second term and the Board will need at least two replacements next year. The recruitment process for nominees will ensue shortly. Also discussed was the ratio of in state versus out of state trustees and if that should be reconsidered to more closely coincide with the shareholder ratio.

 

President Wimble will also check with counsel on Vermont State law regarding this.

 

 

11:00 AM November retreat

 

It was decided a retreat was unnecessary but the November board meeting should cover a FacCom and FundCom schedule, discuss how to staff a campaign and the role of SMF in the process.

 

Other discussion included an idea to recruit a Middlebury or UVM student to archive all the MRG written records. There was also a thanks to SMF and Penny Parson who was present for their contribution towards all the woods work done this summer.

 

 

11:05 AM Action Item Review (Jon)

 

Action Item	Responsible Party	When	STATUS
Analyze the impact on the balance sheet and the P&L of doing away with the APR.	Trustee Liu		Ongoing Finance committee
Evaluate benefits of ownership to increase share and/or pass purchases. Research state law related to what is the maximum discount that can be provided to cooperative members and how that would affect our ability to offer corporate passes or other products	President Wimble	December?	Ongoing. l
Provide the board with a summary of prior snowmaking research including estimated costs involved.	President Wimble		New
Create timeline for FundCom and FacCom for the BAMP / Paradise Challenge.	Trustees Stetson and Holtan	November	New
Check with counsel on VT state law regarding in state / out of state board members.	President Wimble		New

 

 

 

11:20 AM Executive Session

 

No actions were taken.

 

11:53 AM Adjourn

 

Motion	Made by	2nd by	Aye	Nay	Abstain
Motion to Adjourn	Trustee Elkind	Trustee Godwin	8	0	0

 

Mad River Glen Cooperative
Trustee Election Procedures
Updated November 2004
Updated September 2010
Updated September 2013

This document is intended to provide an outline of procedures and policies regarding trustee elections, within the framework of the Cooperative bylaws. This will serve as a working guide for the Board and the Election Committee to help ensure consistency and fairness in the election process.

Election Committee
An election committee chairperson (“Election Chair”) will be appointed by the Chairperson of the Board of Trustees (“Board Chair”) and confirmed by the Board of Trustees to oversee the nominating committee and election processes. Typically this committee has consisted of 3 trustees, but the Election Chair can designate any number of trustees and owners to be on the committee. It is strongly recommended that there be owner shareholders on the committee. The Election Chair should be appointed by the Board Chair and approved by the Board on or before the June Board Meeting of each year.

 

Responsibilities of the Committee:
1. Provide the election calendar to the Board at the November meeting for approval.

2. Solicit candidates for seats that are up for election.

• Publicize the deadline for owners to express their interest in running for the board. Start publicizing in the fall issues of all official shareholder publication, on the shareholder forum and with posters on the Coop bulletin boards and in the Base Box.

3. Recommend to the Board of Trustees a slate of candidates to be placed on the ballot.

• The Board must approve the slate of candidates.
• Candidates for the Board must be owners in good standing, with all financial obligations satisfied.
• For each seat, it is recommended that no less than two candidates should be on the ballot. The Bylaws specify that “the number of candidates sufficiently exceed the number of positions to be filled so as to present a meaningful choice to owners.” If all actions outlined in item 1 (solicit candidates for seats that are up for election) are satisfied and the slate does not have 2 candidates for each open seat the slate may be approved.
• There is no maximum number of candidates that can be on the ballot.

4. Review and approve the ballot and candidate statements prior to mailing.

• Ensure that the ballot proofs and the candidate statements are accurate.
• Make sure candidate photos and contact information is included with each of the candidate statement.
• Committee will provide a list of questions that each candidate will answer in writing. These questions and answers will be included with the ballot.

5. Review and approve ballot handling and counting procedures.

• Ensure that appropriate procedures are followed for handling of absentee ballots.
• Arrange for impartial ballot counters. Ballot counters cannot be shareholders.

Note Section 3.8 of the bylaws: “Integrity of the voting process. The Board shall take reasonable precautions to ensure the integrity of the voting and balloting process. At the request of any owner or trustee, the Board shall appoint one or more election inspectors. Election inspectors shall be so constituted and shall perform such duties as may be determined by the Board.”

6. Certify election results for cooperative records. Office manager will prepare an accurate accounting of the election and have it signed by all election committee members within 7 days of the election.

7. Periodic review of election page on the web site for accuracy.

Candidates not nominated by the Board

If any owner wants to run for the Board, but is not nominated by the Election Committee or the Board, there are two options:

• The bylaws specify that an owner can be placed on the ballot by submitting a petition of at least 20 owners to the election committee. There should be a 1-week period after the Board nominates its slate when additional candidates can have an opportunity to submit petitions. These owners must be in good standing with all financial obligations satisfied. Any owner that had expressed desire to be on the ballot, but was not nominated by the Board, should be immediately notified after the approval of the slate, that they need to submit a petition if they still want to be on the ballot. These additional candidates must submit their candidate profiles and answers to the committee questions by the dates outlined in the election calendar.

• A candidate can run a write-in campaign.

Letter to Potential Candidates from Election Committee

When an owner expresses interest in running for the Board, he or she shall be provided with a letter that describes the specifics of the election process, as well as the duties and responsibilities of being on the Board.

Additional Campaign Letters from Candidates

The Coop bylaws Section 3.7 specify that “The Cooperative shall provide all candidates a reasonable and equal opportunity to communicate to owners their qualifications and reasons for candidacy.” Any additional mailing is at the discretion of the candidate and at the candidate’s own cost.

This does not preclude an additional mailing at the Co-op expense if the Board feels it is appropriate and the Board approves the mailing.  

• Candidate Statements
•  
• Statements should be limited to two typewritten pages using 11 pitch characters (as on this page), with one inch margins all around. They must include candidate’s full name, address, and e-mail address, phone number(s) and photograph.
• Questions and answers should be limited to two typewritten pages using 11 pitch characters with one inch margins all around.
• Election ballot mailing
• The election mailing will include the following:
• Candidate statements with photograph of candidate;
• Questions and answers from each candidate;
• Ballot instructions:
• Ballot;
• Any additional information as approved by the Board and the Election Committee. Example: details and back-up information regarding a ballot question.
• Remittance envelope.

• Timeline
• Assuming that the Annual Meeting is to be held during the first week of April, the following approximate schedule should apply (see sample calendar attached):
•  
• On or before the June Board Meeting: Appoint Election Committee Chair.
• Starting at the September Board Meeting: Board and Election Committee to discuss possible candidates and begins solicitation process.
• Publicize upcoming election in the fall issue of the Echo, in the Base Box, on the co-op web-site, in shareholder email updates and on the shareholder forum
• October Town Meeting: Election Committee to solicit owners attending to run.
• February 1: Deadline for candidates to express interest in running for the board.
• February Board Meeting: Election Committee recommends a slate of candidates for Board approval.
• Saturday after February Board Meeting:
• Deadline for approved candidates to submit complete biographies and questions and answers to the MRG Office
• Deadline for “petition” candidates to submit petitions. Their biographies and questions and answers must accompany their petition.
• No less than 30 Days prior to Annual Meeting: Ballots with candidate’s biographies and questions and answers are mailed out to all owners. Per the by-laws the ballots will be mailed first class mail.
• Annual Meeting: Election held. Results announced.

Annual Meeting – there will be no nominations from the floor per bylaw 4.3. The President will introduce the candidates; no comments from the candidates will be permitted.

Ballot Handling and Counting Procedures

• Ballots should be kept sealed and safe from