MAD RIVER GLEN COOPERATIVE

SINGLE CHAIR FINANCE COMMITTEE

MINUTES OF MEETING – Draft

July 15, 2005

A regular meeting of the Single Chair Finance Committee of the Mad River Glen Cooperative was convened at 8:30 AM on July 15, 2005 via teleconference.

Present at the meeting were Permanent Committee Members Leigh Michl, Jed Kalkstein, Geordie Hall, Charlie Tipper, Al Russell, and Jamey Wimble.Deri Meier and Roy Liu were absent.

call to order:

Mr. Michl called the meeting to order at 8:30 AM.

General Matters:

Mr. Michl asked Mr. Wimble whether SCFC minutes had been posted to the web and whether notice of this SCFC meeting was provided to shareholders.Mr. Wimble indicated that the minutes had been posted, but that notice had not been given for the meeting.Mr. Michl requested that Mr. Wimble post notice of the minutes, as required by Co-op bylaws.

Fundraising Consultants:

The Committee reviewed its efforts to identify potential fundraising consultants for the Single fundraising project.Mr. Hall noted that there could be two types of outside contractors – a fundraising consultant and a “staff resource” – and that both should be considered.

Mr. Michl stated that he had contacted three people.One contact had referred him to Nancy Dwyer-Jeffries of Stowe.Mr. Michl indicated that Ms. Dwyer-Jeffries had expressed an interest in the project but would not be available to talk until Tuesday 7/19.The Committee agreed to have Mr. Michl conduct an initial meeting.

Mr. Hall commented that he had identified a potential “staff resource” and had made a number of other calls.He commented that all of his research pointed to Christine Graham as a potential consultant.Mr. Hall had arranged an initial call with Ms. Graham immediately following the SCFC meeting.He noted that she had written “Blueprint for a Capital Campaign” and that he had purchased 10 copies on behalf of the board and SCFC.Mr. Tipper noted that he too had been directed to Ms. Graham and had worked with her and met her several times. He indicated that he had a very high opinion of her in all regards.Mr. Russell concurred and stated that she might be very helpful, even if she could only devote limited time to the project.Mr. Tipper noted that she had consulted on a project in a related field to the Single project.

Mr. Tipper also mentioned that he had identified another qualified candidate, Debbie Berg, but was not sure of her availability.Mr. Tipper had worked with Ms. Berg on two campaigns, including a campaign that successfully raised in excess of $5 million.Mr. Tipper indicated that he would meet with her on 7/19 to determine her availability.He noted that she also was considered on of the leading fundraisers in northwestern Vermont and that she was very well qualified.

Mr. Tipper and Mr. Russell each mentioned discussions with other potential candidates.Mr. Tipper said he would follow up.

The committee concluded that, at the present time, it would focus its efforts on Ms. Berg and Graham.

There was a lengthy discussion of specific questions that the Committee would seek to have answered by these consultants.

Debt:

Mr. Russell reported the findings of a meeting he had with a potential lender.He reported that a commitment for a loan of $800,000 would be readily obtainable.This commitment would involve a fee, appraisals, an environmental report, legal

expense, and subordination by existing bondholders.Vermont Industrial Development Agency involvement was not needed, as this involved lengthy paperwork and was usually for sub-prime lenders only.Mr. Wimble stated that meetings with two additional banks were scheduled or would soon be scheduled.

Mr. Tipper requested that the Committee explore a Vermont Community Loan Fund loan and Mr. Russell agree to follow up.

Mr. Kalkstein reported that the National Co-op Bank did not engage in projects of this kind.They had referred him to the Co-op Fund of New England.Mr. Kalkstein agreed to follow-up with them.

Mr. Wimble mentioned that he had concern about the potential worst case level of debt, given potential competitive pressures.Messrs. Michl, Kalkstein, and Tipper commented that the proposed debt burden should be manageable, even under highly conservative fundraising scenarios.It was also noted that this level of debt, if incurred at all, would likely be outstanding for a short period until other funds were raised.Mr. Tipper expressed a high degree of confidence that non-debt funds were available.Mr. Michl noted that, at the 7/2/05 trustee meeting, Mr. Wimble had committed that management could raise $700K.In this scenario, almost no debt would be incurred.

Non-Debt Funding:

Ms. Steines joined the call very briefly and reported that she had not had a chance to talk to legal counsel regarding the Stark Mountain Foundation because of personal commitments.However, she felt that she would have this information by the 7/29 SCFC call.

ADJOURNMENT

There being no further business, the Committee adjourned at 10:00 AM.

Respectfully submitted, Leigh Michl

A true record.

ATTEST:__________________________________________

Leigh Michl