After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00am on Saturday December 12th, 2015 on third floor of the Base Box at the Mad River Glen Ski Area (MRG) in Fayston, Vermont.
Trustees Attending – J.Anderson, J. Eberlein, A. Holtan, M. Hourihan, E. Palola,
J. Stetson, J. Tobin
Trustees Absent – R.Bowen, R.Shems
Also present were President Wimble and 5 shareholders.
8:02 AM Call to order
8:02 AM Welcome & shareholder comments
Chair Stetson welcomed those in attendance and asked for shareholder comments.
Shareholder Lu Putnam suggested having coffee available for the 8:00am meetings. She also questioned whether the Demont fund raising fees could be paid on commission instead of a flat fee. Trustee Holtan responded that Demont and Associates only works on a set fee basis.
8:04 AM Review & approve minutes of November 14, 2015
Motion to approve the minutes made by Trustee Palola, second by Trustee Hourihan.
All in favor.
8:05 AM Review & approve minutes to teleconference on November 24, 2015
Motion to approve the minutes by Trustee Holtan, second by Trustee Hourihan.
All in favor.
The minutes of this teleconference are included at the end of this document.
8:07 AM Management report (Jamey)
Lifts are all inspected and ready to run for the winter.
Snowmaking will resume soon as we get cooler temperatures.
New Patrol warming hut at the top of lift 2 funded by the Preserve our Paradise Campaign is complete and ready for patrol and patrons.
The pub, tickets, and retail will be open December 12th and 13th. Pub hours are 11-5 with fish fry: tickets and retail 10-4.
We have purchased a used 2011 groomer for the 2016 ski season. Our plan was to purchase next summer but a good deal came up and we were able to work out an extended payment schedule to work with projected campaign income from current and future donors. This has been on our capital list for 4 years and will be a much needed improvement.
No shares were sold in the month of November against a budget of 2. We have sold 7 shares YTD. There are 29 shares on the list for FY 2015 to be tendered. Total payout on these shares (pending final audit number) would be $37,017. We sold 43 shares in FY 2015 for a total of $87,175 (pending final audit number).
November numbers were good. We finished $13,000 ahead on income. Pass sales are still strong. Expenses are down but some of that is timing. Cash is running $30k behind last year and is a little low for this time of year.
8:12 AM Finance Committee report (John T) – Discuss and approve audited financial reports (Action – John T)
Trustee Tobin reported the Finance Committee had met via teleconference on Thursday December 10th to review the audit and the November financials. He and President Wimble explained they were pleased with the results of the audit and the committee voted unanimously to approve it. This led to a motion.
Motion to approve the audited financial reports by Trustee Tobin, second by Trustee Palola.
All in favor.
The board then spent considerable time discussing the financials of the Capital Campaign, applying for and administering grants from SMF, a Quickbooks program to carefully track all associated expenses and the timing of grants. It was decided Chair Stetson and President Wimble would work with some Finance Committee members to develop a policy and procedure for handling grants.
President Wimble gave kudos to Betsy and Karen in the MRG store for a high volume of sales and to Eric for his work on the web site. He also explained department heads have cut back on employee hours in an effort to control expenses until the mountain opens.
8:35 AM Share redemptions (Action – John T)
Trustee Tobin stated for fiscal year 2015 there were 29 shares to be tendered against 43 shares that had been purchased. This translates into a net gain of approximately $50,000 for the co-op. After a brief discussion a motion was made.
Motion to approve paying out the share tenders by Trustee Tobin, second Trustee Eberlein.
All in favor.
8:40 AM Fund Raising Committee report (Annika)
Trustee Holtan gave an upbeat report on the status of the campaign. Initial donations have been averaging 14 times greater than the Single Chair campaign and there have been matching gift donors. There have been recent awareness events in Boston and New Jersey. Both were well attended and the participants seemed genuinely excited about the prospects of the campaign. There are more events planned for this winter as well as the summer of 2016. The campaign committee is actively working on securing pledges and is also setting up a Preserve our Paradise web site.
Past Board Chair Jim Elkind gave a presentation on “naming opportunities” associated with the campaign. He stated we do not want MRG to become “Plaque River Glen” but we do need to acknowledge gifts. He is working with a small committee on a policy with guidelines to recognize donors that is consistent with the culture at MRG.
Trustee Anderson asked if there was an official kick-off date for the campaign. Trustee Holtan explained the initial quiet phase would continue through the winter and is anticipating that Green and Gold weekend 2016 would be the start date.
9:25 AM Board Development (Ron)
Chair Stetson reported we still need one out-of-state candidate.
9:30 AM Review insurance coverage (Jamey).
President Wimble reported to the board on insurance coverages, including directors and officers insurance. He stated our coverages are consistent with those of other similar size ski areas and he is comfortable with the coverage.
9:35 AM Action item review (Jon A)
Review the policy regarding the use of SMF Grants- ongoing
Insurance – President Wimble will prepare a summary of coverage and research coverage limits at other ski areas for comparison.-done
Financial Trends by Department – Jamey is working on this with department heads and Andrew Snow- ongoing
9:40 AM Chair Stetson thanked all and asked for comments.
Shareholder Putnam asked the Board to speak louder and explained the poor acoustics of the room make it difficult for those in attendance to hear. A shareholder who described himself as new complimented the board on their ongoing work.
9:45 AM Executive session
The board discussed personnel matters.
11:30 AM Adjourn
Motion to Adjourn by Trustee Eberlein, second by Trustee Palola.
All in favor
Below are the Minutes from the 11/24/15 phone conference
Mad River Glen Cooperative
Board of Trustees – Phone Conference
Minutes – Tuesday, November 24th 2015
Discussion of groomer purchase
Trustees Participating – J.Anderson, J. Eberlein, A. Holtan, M. Hourihan, E. Palola, J. Tobin. J. Stetson
Trustees Absent – R.Bowen, R.Shems
President Jamey Wimble also participated.
The conference was called to order at 8:05pm
President Wimble approached the executive committee for authorization to spend $106,000 on a 2011 Piston Bully PB400 groomer. A groomer has been on the capital list for 4 years and would be replacing a 1996 vintage machine. President Wimble estimated this purchase at $40,000 under what had been budgeted. He stated the groomer was in excellent condition and felt it was too good a deal to pass up. The committee decided to include the entire board in the decision and the phone conference was held.
After discussing the merits of the PB400 groomer, the current financial status of the co-op and the upcoming fundraising campaign there was a motion to approve the purchase.
Motion made by Trustee Tobin, seconded by Trustee Hourihan.
Motion to approve purchase of 2011 PB400 groomer for $106,000 as presented by President Wimble.
In Favor: Trustee Anderson, Holtan, Hourihan, Palola, Stetson, Tobin