Board of Trustees Meeting Minutes September 8, 2012

Draft Version 10/3/12

Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, September 8, 2012

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 8, 2012 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

Also present were President Wimble and one shareholder.

8:03Call to Order

Trustee Elkind (Chair) called the meeting to order at 8:03 and welcomed the assembled shareholders to the meeting. He thanked Trustee Bruns for his time as Chair.

There were no shareholder comments.

8:05Review & Approve Minutes of the June 9^th ,2012 Meeting,

8:08 Review board and committee calendars for 2012 / 2013

No changes made

8:10Review Summer Board and/or Executive Committee Actions (if any)

None

8:12Management Report

Operations:

Verizon construction has begun and they hope to be complete in late November for the ski season. They have made some additions to the original scope of work so the rent has increased.

There has been some concern about the dark material known as “Stay-Matt” that is being used for the road to Birdcage. The concern is that it will accelerate snow melt. With the road being smooth without loose rock we feel it will be easier on snowmaking and early season skiing. On our contract we reserve the right to have Verizon return the road to its original state if we see issues but do not foresee them.

The Base Area Master Plan continues to move forward. We are near the end of Schematic Design and ready to move on cost estimating. We have received approval from the Fayston DRB on the entire base area master plan. It will require a variance on the proposed retail addition but they have already agreed to grant it. An update on BAMP will be at the shareholders town meeting at Green & Gold.

The joint college pass with Sugarbush is going well. The pass is called the THREESOME PASS which took over the Triple Major of prior years. The pass gives you unlimited skiing at Mad River, Lincoln Peak, and Mt. Ellen. The 20’s pass at Sugarbush can also have a Mad River midweek add on for $80., which would go directly to MRG. We are excited to be working with Sugarbush and growing the pie in the valley.

Preseason sales are ahead of last year.

Share Sales:

We sold no shares for the month of August against a budget of 0. 22 shares have been sold YTD. There are currently 6 shares on the list to be tendered in December.

Financials:

Financials are on or close to budget.

8:20Review Board Roles and Responsibilities and Committee Appointments

The Board discussed sharing the minute taking responsibilities and it was decided Jon will continue with that task.

8:25 Board Development

Annika and Betsy have been looking for possible board candidates and the board will actively solicit at Green and Gold.

8:30Committee & Working Group Reports:

Finance Committee (Roy)

The Finance committee meeting schedule and minutes are posted on the forum. There was discussion about limiting the numbers on the call-in due to the unwieldy process with many participants.

Volunteerism (George)

No projects took place this summer.

NHR Update (Lars)

There will be a NHR plaque placed at Mad River and the Waitsfield Historical Society as planning an event for October 24^th.

8:40Facilities (John)

The committee is hoping to recruit some interested and qualified shareholders to help with the Base Area Master Plan project. The process of schematic design and cost estimates, looking at a timeline for fundraising, as well as a forecast for construction to actually start were all discussed. John encouraged board members to participate in upcoming facility committee meetings.

John then introduced Bob & Jill Burley and Bill Gallup to present the latest update on BAMP.

The BAMP presentation opened with identifying needs and finding solutions. The Patrol Building is the initial focus of the plan. They went through the entire design including the Bridge building as well the Basebox.A presentation of the Base Area Master Plan will also occur at the Green & Gold Town Hall Meeting on Saturday, October 6^th.

10:45 Break

Resuming at 11:00 the board discussed communication with shareholders, presentation of the plan, and finances including cost, ROI, and fundraising. This led to a motion.

Trustee Bruns had left prior to this motion.

There were no shareholder comments.

The board discussed communicating with shareholders as highly important while this plan progresses.

New Action Item

Jamey will coordinate with Betsy, Annika, John and Eric Freidman about the G & G presentation.

11:18

Adjourn to executive session.

11:45

Board adjourned from executive session, no actions were taken.

Draft version 10/3/12

Respectfully submitted,

Jon Anderson, Secretary