Mad River Glen Cooperative Board of Trustees Minutes of Meeting April 7, 2002
After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:00 A.M on April 7, 2002, at the Basebox at Mad River Glen Ski Area in Fayston, Vermont. Trustees Bleier, Eaton, Michl, Moats, Moulton, Putnam, Schultz and Steines were present (Coleman was absent). The Cooperative’s president presided. Margo Wade kept the minutes with assistance from Ms. Putnam.
Call to Order
Mr. Michl called the meeting to order at 8:05 a.m.
Election Results
Bylaw Amendment:
Yes = 834 No = 45
Candidates:
Dot Helling 304 Alan Moats 590 Rick Moulton 659 Allan Russell 336
Write in Out of State Votes
: 55
Leading write-in votes were cast for
: Carol Pierce 33 Bob Dwore 4 Tim Kearns 3
Write in In State Votes
: 2
14 Ballots were received the week following the election
7 Ballots were “Spoiled”, 3 of which were delinquent shareholders.
Approval of Prior Minutes
Upon motion duly made by Ms. Steines, and seconded Mr. Eaton, it was
VOTED: To approve the March 9, 2001 meeting minutes.
VOTING: In favor: Bleier, Eaton, Michl, Putnam, Schultz, Steines
Abstaining: Moats, Moulton
Upon motion duly made by Ms. Steines, and seconded Mr. Eaton, it was
VOTED: To approve the General Manager’s performance appraisal.
VOTING: In favor: Bleier, Eaton, Michl, Putnam, Schultz, Steines
Abstaining: Moats, Moulton
Appointment of Officers
Mr. Eaton nominated Mr. Michl for Co-op President, Ms. Steines seconded the nomination.
VOTE: Unanimous; Mr. Michl was elected Co-op President.
Mr. Eaton nominated Mr. Coleman for Co-op Vice President, Ms. Steines seconded the nomination.
Mr. Shultz nominated Mr. Bleier for Co-op Vice President, Ms. Putnam seconded the nomination.
VOTE: 3 votes Coleman (Eaton, Steines, Michl), 5 votes Bleier (Bleier, Moats, Moulton, Putnam, Schultz); Mr. Bleier was elected Co-op Vice President.
Mr. Eaton nominated Ms. Steines for Co-op Treasurer, Ms. Putnam seconded the nomination.
VOTE: Unanimous; Ms. Steines was elected Co-op Treasurer.
Mr. Shultz nominated Ms. Putman for Co-op Secretary, Mr. Bleier seconded the nomination.
VOTE: Unanimous; Ms. Putnam was elected Co-op Secretary.
After brief discussion it was determined that the President would recommend committee chairs to the Board. Mr. Michl invited communication via email regarding committee membership.
Upon motion duly made by Mr. Bleier, and seconded Mr. Eaton, it was unanimously
VOTED: To thank Mr. Russell and Ms. Kirkpatrick for their years of service, dedication during challenging times and outstanding performances as trustees.
Capital Projects 2002
Ms. Steines reported that the Finance Committee met last week to discuss cash flow and capital expenditures. At the last trustee meet the board approved the “must do” list of capital projects. The Finance Committee determined it was not appropriate to consider the tier 2 and 3 projects due to current cash flow results. The committee generally agreed that 250K was available, including 150K for the single reserve fund (2001’s 75K and 2002’s 75K). The committee recommends approval of capital expenditures for the remaining tier 1 projects.
Mr. Michl explained the financial formula used to even out the good and bad years:
5 year operating average X + share sales X – single reserve and 1.5 dept service X = total available funds
There was general discussion about the Single Reserve Fund. Beginning last year, 2001, and each subsequent year there after, given cash availability, $75K will be placed in a CD as a savings account designated for the single. Though the monies are slated for the single the board agreed the monies may be made available for other emergencies. The Co-op also has a 200K dollar line of credit. If it is determined that funding is needed for a given project, the board and management will determine if the single account of the line of credit will be accessed, depending on variables (short term vs. long term, interest rates, penalties, etc.). There was discussion about when to transfer the 75K from the regular account into the single CD. June had been the identified month, but it may make fiscal sense to wait until October.
The 130K capital cost for 2002 projects include in-house labor costs, which will be incurred during the off season.
The board will not get involved in the minutia of the projects identified on the tier 1 list, except possibly the new bull wheel enclosure.
Mr. Bleier suggested that the Birdcage would be used more if it had windows facing Stark Mt. and the slopes. Mr. Wimble pointed out that windows will be added to the new gable ends. New windows will be considered when the other renovations a made to the building. Only the replacements of the gabled ends are identified as a tier 1 project.
Mr. Wimble pointed out that the locker room upgrade will be put off because replacement of the patrol building is anticipated possibly next year and incorporating a new locker room into that project may be a better option. In the event that a new locker room is incorporated into a rebuilt patrol building the rental/repair shop will take over the current locker room space. Ms. Steines pointed out that projects will inevitably fall off the list.
Mr. Shultz suggested that the board hold off major decision making until the strategic plan is complete and a “process” policy is set.
There was general discussion about what to expect financially after the poor season. Fiscal conservatism will be maintained.
Upon motion duly made by Ms. Steins, and seconded Mr. Eaton, it was unanimously
VOTED: To approve the remaining tier 1 projects as identified on the 4/1/02 Capital Fiscal 2002 report.
Ms. Putnam pointed out that the new chairs are not holding up well and possibly more finish was needed.
Mr. Wimble asked for clarification on the 60K capital “do not go below” threshold and whether the board included the 75K single fund allocation in the figure. It was generally agreed that the 75K was not included in that number.
In response to Mr. Moulton question, Mr. Wimble responded that the 75K was not reflected in the cash flow statement, but does appear in the total cash figure.
Mr. Bleier suggested the need for a vehicle for shareholders to lend monies to the Co-op. Ms. Steines replied that the Finance Committee will look into the possibility.
There was general discussion about the cost associated with credit card use and that an Echo article should be written to alert shareholders to the benefits of using other forms of payments.
New Business
Ms. Steines pointed out concerns raised during the election process including non-anonymous voting ballots, how the improve voter confidence, benefit to the shareholder of having their name on the ballot, and destroy date for old ballots. She will bring recommendations addressing these items to the board shortly.
Mr. Moats suggested a privacy policy to increase voter confidence. Mr. Bleier suggested that it may also increase voter turnout.
Mr. Bleier requested detailed voting results be made available to the shareholders. He also commended the staff on the many hours worked yesterday and the fine job done. Mr. Shultz asked that the floor nominations be included in the results report.
Mr. Moats suggested that the candidate bios should be longer in the mailings. Ms. Steines suggested that the candidate forum should be held earlier so the transcript could be included in the mailer, therefore the bios could focus on who the candidates are and the transcript will explain how candidate feel about the issues. Mr. Shultz suggested that the board should spend more time on discussing the election process in advance of future elections. Mr. Michl suggested that board develop goals for next year’s elections. Ms. Steines suggested the board develop a calendar for dates for GM review, elections, mailing deadlines, etc. Mr. Moulton suggested getting goals input from shareholders via the list serve. Mr. Bleier pointed out that not all shareholders are on line; therefore mailing must be timelier to give off-line shareholders adequate time to receive the info and respond.
Shareholder Comments
Mr. Meier pointed out that shareholder comments were overlooked on the meeting agenda. He also asked the Finance Committee to consider Mr. Bleier suggestion of giving shareholders the opportunity to pre pay their APR in marginal years to financially assist the Co-op.
Strategic Planning Session
Following the board meeting the trustees went into a Strategic Planning session for 1 hour and 45 minutes. Future Strategic Planning session was scheduled May 11, 2002 at 8 a.m. in the Basebox. A regular Board of Trustee Meeting will be held on May 18, 2002 at 8 a.m. also in the Basebox.
Adjournment
There being no further business to come before the board, after discussion and upon a motion duly made by Ms. Steines and seconded by Ms. Putnam it was unanimously
