MAD RIVER GLEN COOPERATIVE

SINGLE CHAIR FINANCE COMMITTEE

MINUTES OF MEETING – Final

July 29, 2005

A regular meeting of the Single Chair Finance Committee of the Mad River Glen Cooperative was convened at 8:30 AM on July 29, 2005 via teleconference.

Present at the meeting were Permanent Committee Members Leigh Michl, Geordie Hall, Al Russell, and Jamey Wimble.Jed Kalkstein, Charlie Tipper, Deri Meier and Roy Liu were absent.Shareholders Eric Shoenholz, Eric Friedman, and Penny Parsons attended the open session.Deb Steines joined the call briefly during the executive session

call to order:

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

General Matters:

Mr. Michl indicated that the SCFC had focused on three principal tasks: (1) determining whether a fundraising consultant was necessary and identifying a qualified consultant.(2) Obtaining a commitment for debt funding to cover any shortfall in fundraising.(3) Working with non-profit foundations to determine the extent to which donations for the project may be tax deductible.

On the topic of the fundraising consultant, Mr. Michl indicated that, at the direction of the board of the Co-op, the SCFC had examined the question of whether a consultant would be beneficial and cost effective in the process of raising the capital for the Single Chair rebuild.After all evidence indicated that a consultant was essential, the SCFC began to search for qualified candidates.Mr. Michl indicated that approximately 10 consultants were considered and interviewed and that a clear candidate had emerged and would be discussed in the closed, executive session of the meeting (as the discussion would involve the financial terms of the engagement)

With respect to backup debt financing, the SCFC’s efforts had been devoted to identifying potential commercial bank lenders.After considering a number of alternatives including Co-op oriented banks, Messrs. Wimble, Russell, and Liu had sought term sheets from two banks to date.Both term sheets were deemed to be viable and the SCFC would seek to finalize terms and obtain a commitment.Mr. Michl indicated that, since this discussion involved negotiations, it would also be covered in executive session.

On the topic of whether foundations would contribute to the project, Mr. Michl indicated that the SCFC had been getting some clarity on the question, but a firm conclusion had not yet been obtained and that more work remained to be done in this area.In the opinion of one foundation, the Stark Mountain Foundation, it seemed that their initial interest would be to raise money for specific aspects of the project (such as the chairs, towers, and documentation of the original lift specifications).Messrs. Friedman and Tipper indicated that other foundations, including foundations focused on sustainability and historic preservation, may be potential donors.

Mr. Michl indicated that the discussion touched on many questions that would be examined by the fundraising consultant during the planning phase.For example, to what extent would individuals contribute to the project if their contribution were not tax deductible?What is the appetite for additional share purchases?Would individuals donate to sustainability and historic foundations if their donations were be earmarked for the Single project?

Mr. Wimble indicated that, in order to maximize the capital that could be raised through staff-controlled efforts (such as share sales and old equipment sales) prior to the completion of the construction phase, he needed to begin as soon as possible.The SCFC noted this fact, but felt that the prior completion of the planning study was essential to achieve the overall fundraising objective.

In response to a request from Mr. Friedman, Mr. Michl indicated that he would draft an article for the upcoming Echo on the SCFC and its findings to date.He also indicated that the next meeting was scheduled for August 12^th at 8:30am.

The meeting adjourned to Executive Session at 9:05am.

The SCFC reconvened in open session at 10:00am.

Upon motion duly made by Leigh Michl and seconded by Al Russell, it was unanimously

VOTED: To recommend that the Co-op board of trustees extend an offer to engage Christine Graham of CPG Enterprises of Burlington as fundraising consultant.

Mr. Hall offered to draft a report on this matter to the board.Mr. Michl indicated that he would edit the report and seek board approval to move forward with Ms. Graham.

Upon motion duly made by Leigh Michl and seconded by Geordie Hall, it was unanimously

VOTED: To seek an offer for a firmly committed long term bank loan by September 9, 2005.

ADJOURNMENT

There being no further business, the Committee adjourned at 10:30 AM.

Respectfully submitted, Leigh Michl

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A true record.

ATTEST:__________________________________________

Leigh Michl