After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 am on Saturday, November 8th, 2014 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
*Meg Hourihan is replacing Roy Liu who resigned from the board.
Also present were President Wimble and eight shareholders.
8:00 AM Call to Order
Chair Elkind welcomed the assembled and asked for shareholder comments.
Shareholder Gordon Hoare, a member of the Valley Rotary and MRG senior skier commented on his support of the new over 70 senior pass.
Gordon continued with a critical review of the MRG Basebox food and beverage service. During catered meetings of the Rotary at MRG, the Rotary experienced poor service, food quality and inadequate staffing. He noted the local Rotary fully supports MRG and he is concerned their experience may be indicative of overall service to groups using the facility. Being a shareholder he stated his interest in the financial wellness of the coop and hoped MRG will improve. He also suggested reaching out to other groups to use the facility.
8:07 AM Review & Approve Minutes of November 13th, 2014 (Action)
To approve the minutes of November 13th, 2014
8:08 AM Review Notes from Green and Gold Town Hall
The board reviewed the notes from the Green and Gold meeting and they will be posted to the forum and website.
8:10 AM Management Report
President Wimble gave the following report.
Operations: Lifts are ready for inspection and will be done in the next couple weeks.
Steve Eurich has returned to work after back surgery and being out nearly 3 months. This was not something he did at work, it was an old injury that had bothered him for years.
Fall orientation was done with the department heads October 30th. All department heads are returning and excited about the winter.
Snowmaking will start any time after the middle of the month if we see an extended cold spell coming.
We sold 7 shares against a budget of 4 for the month of October. There are 34 shares on the list to be tendered. In its December meeting, the board will disposition the requests for tender. 12 of those are directly related to the 70+ pass pricing.
Preseason numbers were good. Pass sales were up 7% in revenue from last year. $25k revenue increase with the 70+ pass. Kids programs were down a little and Mad Cards are flat with last year YTD.
October financials were good. Income was up $27k. Expenses were down but most of that is timing. Our cash position is low for this time of year. In October we paid down the line of credit we took out to get through the summer.
8:20 AM Board Development — Fill the Vacant Seat on the Board of Trustees (Action)
Trustee Palola reported on filling the trustee seat vacated by Roy Liu who resigned in September. The appointed trustee will serve the remaining 2 years of Roy Liu’s term and then have the opportunity to run for two terms. After discussion the trustees agreed that Meg Hourihan would be a valued addition to the board and a logical replacement for Roy Liu. She was the runner up in last year’s election and was willing to assume that seat. This led to a motion.
To appoint Meg Hourihan to fill the seat vacated by Roy Liu.
8:25 AM Capital Campaign
Trustee Holtan reported the Capital Campaign Committee, Stark Mountain Foundation (SMF) and Demont Associates continue to work on the campaign. The committee is developing communication materials for the Advance Gift or quiet phase of the campaign. There was discussion of managing an endowment and the difference between a reserve fund (where the principle can be invaded 4 times a year) and a traditional endowment fund. The committee is exploring the possibility of partnering with the Vermont Community Foundation (VCF) to manage endowment funds. Members from the campaign and SMF will be meeting with representatives from VCF at the end of November to discuss details and potential terms.
Agree on Optimum Need — Amount Above Minimum Required (Action)
Trustee Holtan also led a discussion on the board approving the Capital Campaign Committee’s recommendation on optimum needs. This is the difference of $6.5m minimum and $8.5m optimum needs and they recommend as follows.
Preservation Endowment increases $1,250,000
Additional Facility renovations : $ 750,000
After discussion there was a motion
To approve the Mad River Glen Capital Campaign optimum needs as presented by the Campaign committee.
Chair Elkind thanked the campaign committee and MRG staff for their continued efforts.
8:38 AM Consider Memorandum of Understanding (MOU) with Stark Mountain Foundation (Action)
Chair Elkind gave a report on the ongoing negotiation on the MOU with SMF. They are very close to being done with the MOU pending attorney’s reviews. The length of the MOU term, how MRG will apply to SMF for funds and working with other foundations were also touched upon. Fees to handle the money and administrative expenses were discussed. Trustee Palola thanked SMF and mentioned how essential they are in this campaign. The hope is SMF will develop into a strong fundraising partner over the long term and the MOU agreement is important for future boards of both MRG and SMF.
The Board agreed it needs to review and vote on the final MOU before the December meeting. A conference call will be scheduled.
8:56 AM Schedule for board participation in the capital campaign
Trustee Holtan stated how important it is for 100% participation from the board and for members to consider a long term pledge. She hopes to have the MRG board make a pledge before the end of November. This will also help the committee with “a practice pitch” in the onset of the campaign. She also explained there are many options to consider when making a long term pledge.
9:00 AM Break
9:18 AM Shareholder Benefits Discussion
Following the break the board spent considerable time on the topic of shareholder benefits. President Wimble had distributed a letter explaining the limitations on discounts the Coop can offer according to State law. He believes the pricing plan and discounts offered are already maximized for shareholders. Historically, past boards appreciated the importance of recognizing shareholders with a discount without distinguishing between shareholders and non-shareholders in services provided. The goal has been to keep Mad River Glen an egalitarian place.
The board then considered other ideas and options to recognize shareholders, increase share sales and help build a stronger community. The board recognizes the need for shareholders to “have a story” about the benefits of “owning” a part of MRG. In addition, trustees felt that there was an opportunity to reach out to the new generation of MRG skiers/families. How to attract these new shareholders and better explain the APR to the next generation of MRG shareholders is extremely important. Trustee Hourihan will explore options to communicate this to the next generation of potential shareholders.
10:00 AM Succession Planning: Board President terms out in June 2015
Chair Elkind explained he and Trustee Lesure will be finishing their second term and Trustee Holtan will be finishing her first. He stated it’s important for the board to start identifying future officers as well as recruiting shareholders to consider running.
10:10 AM Action Item Review and Review of Board Meeting Schedule (Jon)
Create a campaign structure with sub-committees.
Explore options with pub staff on correcting the Rotary’s concerns regarding catered meetings.
Schedule a conference call vote on the MOU with SMF.
Before December meeting
Update on board development for next year’s elections.
Explore options on communicating with shareholders and potential shareholders.