MAD RIVER GLEN COOPERATIVE

BOARD OF TRUSTEES

MINUTES OF MEETING

September 20, 2003

 

After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:00 AM on September 20, 2003, on the 3^rd floor deck of the Basebox at Mad River Glen Ski Area in Fayston, Vermont. 

 

Trustees Alan Moats, Deb Steines, Jito Coleman, Jay Appleton, Paul Finnerty, and Rick Moulton were present.  Leigh Michl and Lu Putnam were present via conference call.   Ken Eaton was absent.  Also present were General Manager Jamey Wimble and Sharon Crawford.  Several shareholders were present as well.

 

CALL TO ORDER:

President Alan Moats called the meeting to order at 8:05 AM. There was a brief discussion regarding teleconferencing for Co-op meetings.  Ms. Steines pointed out that getting out-of-state candidates (who are not homeowners) to run for the board is difficult.  According to the Bylaws, Article 5.4 expressly allows participation via conference call if the technology allows uninterrupted conversation.  A comment was made that in light of the equipment currently at its disposal, the Board needs new technology. 

 

APPROVAL OF PRIOR MINUTES

Several minor changes were recommended for the July 5, 2003 Board of Trustees and the consensus of the board was to include the full financials as an attachment to the meeting minutes:

 

Upon motion duly made by Deb Steines and seconded by Jay Appleton, it was unanimously

 

VOTED:        To accept the July 5, 2003 Board of Trustees meeting minutes.

 

SHAREHOLDER COMMENTS

There were no shareholder comments when Alan Moats opened the floor.

 

MANAGEMENT REPORT

Mr. Wimble asked if there were questions regarding the Management Report (copy attached).

 

Ms. Steines and Mr. Wimble discussed the approved capital expenditures and Ms. Steines pointed out that the replaced fuel tank would require a formal request as an addendum to the approved expenditures if Mr. Wimble intended to exceed the board approved capital expenditure limit of $120,000 for 2003.

 

In response to a question by Ms Steines, management indicated that 22 shares had been tendered during the fiscal year and that 20 are on the waiting list.  Mr. Wimble indicated that the principal reason cited for redemption requests were personal financial situations (but not the APR requirement). 

 

There followed a discussion of the July 4^th barbeque, which was well attended but resulted in a $1,000 loss.  Ms. Steines said that whether to hold a picnic should be revisited each year in light of when July 4^th falls during the week.  This year the 4^th fell on Friday – thus the excellent turnout.  Mr. Moulton noted that the $1K loss could be considered an investment in the community.  Jito Coleman said that we should make an effort to let people know that despite the $15/person fee, MRG usually loses money on this event.

 

Mr. Moats requested that the meeting move on to the next issue.

 

FINANCIAL REPORT

Mr. Michl asked for an estimate of the total bonuses paid for employees under the recently adopted bonus plan.  Mr. Wimble replied that this year it was $54K, in contrast with the Co-op’s previous maximum bonus of $44K.  Mr. Michl praised the new program as an excellent investment.  Mr. Wimble said that it was well-received.

 

Mr. Finnerty noted that the Finance Committee has made a point of trying to reduce credit card expenses, although the listserve encourages people to order their passes over the internet, which requires credit card fees.  Ms. Crawford commented that Amex charges the most at 3%.  Mr. Michl commented that the Finance Committee had discussed this fact with Eric Friedman.  Eric had indicated that making it easy to pay sped up pass payments and resulted in higher expenditures.  Mr. Michl said that he’d still like to see email notification of passes sales and APR requirements, rather than a physical mailing.  Currently, the availability of shareholder email addresses was the principal limitation on achieving this objective.

 

STARK MOUNTAIN FOUNDATION

Ms. Steines reported that recent activities of the Foundation have been mainly fundraising.  She stated that the Co-op had made a grant request to the Foundation in order to complete the renovation and dedication of the old Slalom Hill lift shack as the Kent Thomas Nature Center – which will be dedicated over Green and Gold weekend.  She mentioned that the Co-op is working on a grant request for erosion control but that the Foundation was hopeful of receiving more grant requests from the Co-op.

 

RELEASE OF SHAREHOLDER LIST

Sean Kalkstein reviewed his and Paul Finnerty’s work related to the release of the list of shareholders to other shareholders.  In summary, the Board sought to clarify a “proper purpose” for the release of the shareholder list. 

The board discussed a variety of topics related to the policy of releasing names,  the report of Messrs. Kalkstein and Finnerty, and specific “real world” examples of the policy in practice.  It was agreed that, upon receipt of a request by Mr. Wimble, the approval would be granted or denied by the Executive Committee of the Board.  It was also agreed that shareholder curiosity or the desire to get in touch with another shareholder did not constitute a “proper use” and that obtaining the list to help sell shares did not represent a “proper use” as well.  It was also agreed that multiple uses of the list were permissible, as long as the purpose of the subsequent mailings was the same as the stated reason in the original request.  It was also agreed that having a “proper purpose” extended to in-person reviews of the shareholder list in the Co-op office. 

 

Ms. Steines  and  Mr. Moats thanked Mr. Kalkstein and Mr. Finnerty for their hard work.  and for clarifying this important issue.

 

 

EASEMENT POLICY (action item)

Alan Moats asked the board for questions or clarifications related to the draft easement policy that had been circulated to the trustees previously. 

 

There was a discussion as to the proper point for an abutter to seek an easement of the Co-op.  It was agreed that, in order to keep a homeowner’s costs down, an “initial request” or “provisional draft” would be acceptable, but that the actual granting of an easement could only be made when a “finished” request was made (including proper drawings, surveys, permits, plans, etc.).

 

The board also discussed whether to “survey” homeowners to get a sense of how many septic and water easements may be made, particularly in light of increasingly stringent regulations that most certainly will apply to these matters.  It was agreed that Jamey would change the easement policy to reflect the trustees’ comments in time for the homeowners’ meeting on Green and Gold

 

 The question came up as to whether the assembled board members were comfortable with voting on the existing document.  Mr. Coleman said that a vote is not necessary right now – that it would be a “guideline” that can be revised regularly, rather than a formal “policy”.  

 

TOWN MEETING AGENDA

The board reviewed the planned agenda for the Green and Gold weekend Shareholder Town Meeting.

 

DISCUSSION ON WAIVING APR

The board reviewed a proposal by management whereby shares could be converted into preservation certificates (preservation certificates already being convertible to shares).  This proposal was made by management to be used as a tool to retain cash and involvement from shareholders who might otherwise tender their share because of the APR requirement (presumably because they do not live in proximity to the ski area).  It  was also believed that the potential for convertibility from shares to preservation certificates (thereby avoiding the requirement for indefinite APR payments) may help share sales.

 

Ms. Steines said that she is opposed to granting APR waivers, but would be open to working with shareholders to convert shares into a preservation certificate.  Lu Putnam agreed with this strategy, and added that if a shareholder goes into preservation status, they lose their voting rights, but can reenter and regain their rights if the convert back to share ownership (provided APR payments are made). 

 

Mr. Wimble said that APR from shares is critical to the cash flow and financial for MRG.  Sharon Crawford added that the Staff recommends that shares should be convertible into preservation certificates. 

 

Mr. Michl asked why this option was being considered.  Ms. Crawford replied that this would make it possible to retain some of the money from the shareholders, rather than offering redemption as the only option.  Mr. Michl agreed that the rate of share redemptions was becoming problematic because, while they have not grown significantly in absolute numbers, they had grown significantly relative to new share sales.  Therefore, he concluded that the Co-op would be better served by altering the current redemption policy (the shorter of 10 new shares sold or six months) rather than jeopardizing the APR stream by allowing convertibility into preservation certificates.  Ms. Putnam suggested that the 10 share/six month policy be changed to five share sales. 

 

Mr. Finnerty said that management’s proposal represents a second option to those wanting to tender their share.  Is this a policy change, or just providing people with information about an option?  Mr. Appleton said that it would be a policy change because it is a change in direction, because currently there is only one direction – redemption.  Mr. Moats said that up until now there has been a verbal agreement on this.  What we are now seeking is a resolution.  Ms. Steines made a motion for straw poll, seconded by Ms. Putnam. 

 

“Straw Poll” vote:  To offer the ability for a shareholder to convert their share into a preservation certificate.   All trustees voted in favor, except Mr. Michl who voted against the proposal.

 

Rocky Bleier commented that when he sold his initial shares, APR was obstacle to his efforts.

 

COMMITTEE REPORTS

 

Facilities:

Mr. Coleman reported that the Facilities Committee “charrette” would be held Friday, October 3^rd, and will be bringing in architecture students and design and facilities professionals.  .

 

Board development:

Ms. Steines reported on the proposed management/board retreat.  She and Sharon have worked on a list of goals.  A primary goal is to develop positive harmony between the Board and Management.  Specific issues to be addressed included:

1.)    Lack of definition of roles and responsibilities:  Everyone will brainstorm about these at the retreat and have feedback from the group regarding expectations.

2.)    Publications: What should be published, who should be published – decide as a group.

3.)    Proposed meeting: Saturday, Dec 6^th from 8am to 4pm unless the mountain is open, in which case the meeting would be split between two Friday nights to be determined. 

 

The board agreed to schedule the meeting for December 6^th.  Attendees will be restricted to management (as determined by Jamey Wimble) and trustees.

 

 

Election:

Mr. Bleier presented his report on recommendations from the Election Sub-Committee of the Board Development Committee.  The report outlined numerous recommendations to improve future election processes.  A copy of this report is attached.  Deb Steines agreed to incorporate these recommendations into the election policy

 

A discussion ensued regarding the length of candidate bios and the deadline for mail-in ballots. Mr. Moats asked that this discussion be tabled until next meeting.

 

Finance:

Ms. Steines said that the report on funding sources would be reviewed at the next meeting.

 

Shareholder relations:

Having already left, Mr. Moulton was not present to give the report.

 

20^th Hole: 

Mr. Moats said that he and Betsy Pratt are currently working on the issue.  Several contractors/developers are working on plans and, potentially, proposals.  The final plan needs to be acceptable to both Ms. Pratt and the Co-op. 

 

Mr. Appleton pointed out the relatively pristine nature of the hillside above Schuss Pass, and its lovely stand of trees, and expressed his desire to save those forests from development.  Mr. Moats said that the plan is still a work in progress, and has not been fully developed.  Mr. Kalkstein asked if there have been walk-throughs of the property.  There have.  Mr. Kalkstein asked if they (developers) are aware that the land doesn’t “perc”?  How are they planning to get a road up there?  Mr. Moats said that all of this would be answered in the plans when they are submitted.

 

SHAREHOLDER COMMENTS

Bill Heinzerling inquired about the status of other neighboring properties and noted the passing of an Anne Kluckner, and active member of the community.

 

EXECUTIVE SESSION

The meeting went into executive session at 11:30 AM to discuss personnel matters

 

ADJOURNMENT

There being no further business to come before the board, the meeting adjourned at 12:00 PM

 

Respectfully submitted, Eric Scharnberg

 

A true record.

 

ATTEST:                                               __________________________________________

                                                                                    Leigh Michl, Secretary

 

Attachments

 

Attachment A: Management Report

 

Operations:

 

We have added two projects over the summer to our capital list. A new fuel tank, anode protection, and a new accounting software system. Total increase in capital is about $11,000. We have applied to the SMF for a $10,000 grant to cover erosion control done on the mountain over the summer. This will offset some of the added capital expense.

 

Other capital projects and routine maintenance are going well.

 

Preseason sales seem to be on pace with last year, which is good.

 

All of last season’s department heads will be returning this season for the second year in a row.

 

MRG has been relieved of a health insurance obligation to Tex Thompson as of 9-30-03.

 

Share Sales:

 

40 shares have been sold YTD against a budget of 38. 5 shares have already been sold for September. APR payments are on track with last season.

 

4th BBQ. Good event, good turn out. We had a $1,000 loss putting the event on. I have a critique from Tamar on the BBQ so we can make adjustments for future outings.

 

Financials:

 

August P&L looks good. YTD numbers are on track as well. We are still looking at a $270,000 +/- Profit for Sept. 30, 2003.

 

Auditors will be here end of September first of October. Should have a draft of financials in November.

 

Cash:

            Single Reserve  $150,000

            Sweep               $123,000

            Total                 $273,000

 

Attachment B: August Financial Statements

 

Month of August 2003

				Aug 03	Budget	$ Over Budget
Ordinary Income/Expense
		Income
			Basebox	200.00	1,025.00	-825.00
			Day Tickets	523.31
			Interest	157.70	1,250.00	-1,092.30
			Rental Income	159.39
			Services Income	3,049.00	2,000.00	1,049.00
		Total Income		4,089.40	4,275.00	-185.60
	Gross Profit			4,089.40	4,275.00	-185.60
		Expense
			Basebox Expense	1,808.19	1,300.00	508.19
			Cooperative Expenses	212.13	1,477.50	-1,265.37
			Credit Card Service Charges	127.68	71.82	55.86
			Facilities Expense	29,975.91	28,334.04	1,641.87
			Insurance/Property Tax	20,478.37	22,862.94	-2,384.57
			Marketing Expense	6,693.00	7,589.20	-896.20
			Office/Admin. Expense	13,786.82	17,391.54	-3,604.72
			Other Expense	114.72	250.00	-135.28
			Payroll Tax Expenses	3,208.97	4,146.16	-937.19
			Services  Expense	4,761.09	2,210.00	2,551.09
		Total Expense		81,166.88	85,633.20	-4,466.32
Net Ordinary Income				-77,077.48	-81,358.20	4,280.72

 

Year to Date as of August 31, 2003

				Oct '02 - Aug 03	Budget	$ Over Budget
Ordinary Income/Expense
		Income
			Basebox	396,288.35	301,225.00	95,063.35
			Day Tickets	979,522.77	874,586.00	104,936.77
			Gear Page	1,937.77
			Interest	7,523.74	13,750.00	-6,226.26
			Marketing	31,431.00	37,700.00	-6,269.00
			Other Income	31,370.17	45,000.00	-13,629.83
			Pre-season/APR	1,150.00
			Rental Income	32,341.87	30,000.00	2,341.87
			Season Passes	502,722.16	440,004.45	62,717.71
			Services Income	319,823.42	274,925.00	44,898.42
		Total Income		2,304,111.25	2,017,190.45	286,920.80
		Cost of Goods Sold
			Co-op Discount	34,975.00	38,000.00	-3,025.00
		Total COGS		34,975.00	38,000.00	-3,025.00
	Gross Profit			2,269,136.25	1,979,190.45	289,945.80
		Expense
			Basebox Expense	263,730.18	208,510.00	55,220.18
			Cooperative Expenses	30,456.96	20,752.50	9,704.46
			Credit Card Service Charges	29,831.67	33,798.19	-3,966.52
			Facilities Expense	538,111.44	524,605.27	13,506.17
			Insurance/Property Tax	286,571.94	253,434.96	33,136.98
			Marketing Expense	165,830.82	179,300.40	-13,469.58
			Office/Admin. Expense	220,150.84	218,836.46	1,314.38
			Other Expense	82,642.73	32,680.00	49,962.73
			Payroll Tax Expenses	99,778.67	85,886.33	13,892.34
			Services  Expense	216,367.99	166,857.00	49,510.99
			545 · Housing Expense	2,488.12
			821 · Transportation	195.58
			850 · Short & Over	-664.36
		Total Expense		1,932,219.60	1,730,661.11	201,558.49
Net Ordinary Income				336,916.65	248,529.34	88,387.31

 

Attachment C: Report on Release of Shareholder List

 

 

Attachment D: Report of Election Committee

 

Mad River Glen Cooperative

Trustee Election Procedures

Original procedures approved - Feb. 10, 1999

Revised and approved September 14, 2002

Revised June 2003

 

            This document is intended to provide an outline of procedures and policies regarding trustee elections, within the framework of the Cooperative bylaws.  This will serve as a working guide for the Board and the Election Committee to help ensure consistency and fairness in the election process. 

 

Election Committee

 

            An election chairperson will be appointed by the President and confirmed by the Board of Trustees to oversee the nominating committee and election processes.  Typically this committee has consisted of 3 trustees, but the Chair can designate any number of trustees and owners to be on the committee. It is strongly recommended that there be at least 3 owner shareholders on the committee. The Election Committee should be appointed by the Chair and approved by the Board on or before the October board meeting to ensure adequate time for this lengthy process.

 

Responsibilities of the Committee:

 

1.   Solicit candidates for seats that are up for election. 

·        Publicize the deadline for owners to express their interest in running for the board.  Start publicizing in the fall issues of all the official shareholder publications, on the list serve, owners web page, and with posters on the Coop bulletin boards and in the Basebox.

2.   Recommend a slate of candidates to be put on the ballot.

·        The Board must approve the slate of candidates.

·        Candidates for the Board must be owners in good standing, with all financial obligations satisfied.

·        For each seat, it is recommended that no less than two candidates should be on the ballot.  The Bylaws specify that “the number of candidates sufficiently exceed the number of positions to be filled so as to present a meaningful choice to owners.”

·        There is no maximum number of candidates that can be on the ballot.

3.   Review and approve the ballot and candidate statements prior to mailing.

·        Ensure that the ballot proofs are correct and that the candidate statements do not include typographical errors or inappropriate/inaccurate remarks. This is to be done by the full committee.

·        Arrange for candidate photos to be taken by the office for inclusion with the candidate bios.

4.   Review and approve ballot handling and counting procedures.

·        Ensure that appropriate procedures are followed for handling of absentee ballots.

·        Verify the hiring of impartial ballot counters.

·        Note Section 3.8 of the bylaws: “Integrity of the voting process.  The Board shall take reasonable precautions to ensure the integrity of the voting and balloting process.  At the request of any owner or trustee, the Board shall appoint one or more election inspectors.  Election inspectors shall be so constituted and shall perform such duties as may be determined by the Board.”

 

5.   Schedule and moderate “Candidate Forum(s)” so those owners can have an opportunity to get to know the candidates in person. (See separate Candidate Forum Procedures)

 

6.      Certify election results for cooperative records.  Prepare accurate accounting and have signed by all election committee members within 7 days of the election.

 

7.      Periodic review of election page on the web site for accuracy.

 

 

 

Candidates not nominated by the Board

 

            If any owner wants to run for the Board, but is not nominated by the Election Committee or the Board, there are two options:

 

1.      The bylaws specify that an owner can be placed on the ballot by submitting a petition of at least 20 owners to the election committee.  There should be a 1-week period after the Board nominates its slate when “other” candidates can have an opportunity to submit petitions.  Any owner that had expressed desire to be on the ballot, but was not nominated by the Board, should be immediately notified that they need to submit a petition if they still want to be on the ballot.

 

2.      A candidate can run a write-in campaign.

 

 

Letter to Potential Candidates from Election Committee

 

            When an owner expresses interest in running for the board, they should be provided a letter that describes the specifics of the election process, as well as the duties and responsibilities of being on the Board.  (See attached example.) 

 

Additional Campaign Letters from Candidates

 

The Coop bylaws Section 3.7 specify that “The Cooperative shall provide all candidates a reasonable and equal opportunity to communicate to owners their qualifications and reasons for candidacy.”  In the interest of fairness and to avoid burdening the office staff, additional campaign letters to shareholders are strongly discouraged.  All candidates have an equal opportunity to submit campaign statements to be sent with the ballot.  The high financial cost of sending out such “additional” letters has the undesirable effect of introducing money as a factor in the election process. Note: In case such a letter is approved for mailing, all costs of printing and postage and office administration will be paid by the party that requests to send the letter.

 

 

This does not preclude an additional Co-op mailing if the board feels it is appropriate and the board approves the mailing.

 

 

Candidate Biographies

 

Biographies should be limited to three typewritten pages using 11 pitch characters (as on this page), with one inch margins all around.  They must include candidate’s full name, address, and e-mail address, phone number(s) and photograph taken by the MR office.

 

Candidate Position Questions

 

At the candidate forum, candidates will be asked to state their positions on specific important issues based on questions pre-solicited from shareholders.  The answers from each candidate will be available to shareholders along with the ballot and resume.  Since only a small percentage of shareholders attend the “candidate forums”, such questions and answers would provide a means for all shareholders to review the candidates’ positions. 

 

Election ballot mailing

·         The election mailing will include the following:

·         Candidate Resume/statement with photograph of candidate

·         Ballot instructions (see attached)

·        Ballot

 

Copies of the transcripts for the candidate forum will be available to shareholders on the web site, posted on the bulletin board and/or extra copies will be available in the office, they can be mailed if requested.  The election committee will post a reminder of the availability of this document periodically on the list serve, and by any other appropriate means.

 

Timeline

 

            Assuming that the Annual Meeting is to be held during the first week of April, the following approximate schedule should apply (see sample calendar attached):

 

·        October 1:        Appoint Election Committee.  Begin to solicit candidates during G & G.

·        February 1       Deadline for candidates to express interest in running for the board

      Election Committee recommends a slate of candidates for Board approval.

·        Early Feb:         Candidate forum is held.  (on a Saturday after skiing)

·        Mid February:  Deadline for candidates to submit campaign statements for the ballot.

Deadlines for “petition” candidates to submit petitions and resume to get on ballot.

·        March 1:          Ballots are sent out to all owners.

·        Annual Meeting:      Election held.  Results announced.

 

Annual Meeting  - there will be no nominations from the floor per bylaw 4.3.  The President will introduce the candidates; no comments from the candidates will be permitted.

 

Ballot Handling and Counting Procedures

 

·        Ballots should be kept sealed and safe from the time they are received by the Cooperative until the ballot counting procedure begins on the day of the Annual Meeting. 

·        The bylaws specify that sealed absentee ballots must be received no later than the day prior to the Annual Meeting.  However, we have always allowed ballots that were received on the day of the meeting.  We will continue to allow absentee ballots that are received up until the closing of the polls at the Annual Meeting.

·        Since the bylaws do not allow fax ballots and because they could undermine the integrity of the election process, fax ballots are not accepted.

·        Changing your vote has been allowed at any time up to the end of balloting at the meeting.  When this is done, a new ballot should be submitted with individuals name and date on the ballot and the old ballot will be destroyed. 

·        Voting polls will close 15 minutes after the end of the meeting.

 

Ballot Counting

 

·        Impartial ballot counters should be contracted and trained by Co-op counsel.  Typically, 6 - 8 individuals are used as counters. Corporate Counsel will arrange for individuals, typically from a local school or college.

·        Ballot counting room – who is permitted in the counting room.  Independent ballot counters, legal council, election committee and independent observers as appointed by election committee.  No MRG staff will be allowed to remain in the room. Staff assisting with shareholder verification or needs of the counters should do so outside of the room.  No shareholders will be allowed in the ballot counting room unless otherwise specified.

·        All observers, committee members and counters once approved, should expect to be present, without alcohol for 5+ hours on meeting day.  These individuals are to have no contact or conversations with anyone concerning the election.  The process begins at 2 PM on the day of the Annual Meeting.

·        On the day of the Annual Meeting the ballots will be sorted alphabetically by shareholder name as it appears on the ballot.  The names from ballots are then checked off a master shareholder list. 

·        After the ballots have been put into alphabetical order and checked off the master the ballots will then be tabulated.  Counters work in teams of two in which one reads the votes cast and the other records the votes on tabulation sheets.  They then switch and do the same in reverse to validate their count.  This counting process will begin during the day of the Annual Meeting and continue until completed.

·        During the day of the Annual Meeting if duplicate ballots from one shareholder are received ballots need to be sorted by date and the oldest one(s) are discarded.

·        The Cooperative counsel speaks to the counters regarding issues of confidentiality and the process they are to follow.

·        After the polls close, all ballots are tabulated using the method detailed above.

·        Spoiled ballots, envelopes with illegible signatures or names, will be reviewed by the Committee to determine disposition, sometimes with the assistance of MR Staff.  Ballots from shareholders in arrears on Election Day will not be counted. Owners of less than 60 days are not eligible to vote.

·        The Cooperative counsel and the Election Committee review the results and announce them to those people remaining after the meeting, post them on the bulletin board and the list serve within 24 hours.

 

Ballot Destruction – ballots will be destroyed 45 days after the elections unless the election is contested.  Anyone contesting an election must do so within 30 days of the election.

 

MAD RIVER GLEN COOPERATIVE

CANDIDATE FORUM PROCEDURES

 

Notification – dates for the forum, along with the entire election schedule, will be published on the web site, and other appropriate places, in November preceding the elections.

 

Preparation –

·        The moderator will be appointed in January by the Election Committee Chair. (The chair can serve as moderator).

·        The moderator will solicit questions in advance, at least one month prior to the forum, from the shareholder population using the list serve or any other means deemed appropriate.

·        The forum moderator will keep all questions completely confidential.  They are not shared with the election committee or the board or the candidates.  They are not published.

·        Notice of the forum(s) should be posted on bulletin boards, list serve and all other appropriate places, in January.

 

Forum Organization

·        All questions must be typed and numbered in preparation for the forum

·        Put numbers in a container corresponding to the numbers on the questions

·        Have a shareholder volunteer pull the question numbers; the moderator will ask the questions in that order. Copies of the question being read shall be circulated to the candidates.

·        Record the question number and the first speaker for every question for the transcriber

·        Rotate the first speaker so everyone answers a question first

·        Limit answers to a maximum of 2 minutes

 

Needed at the Forum

·        Recorder, with fresh battery

·        Sound system, MR office has the system

·        Other audio-video systems if so desired

 

Volunteers

·        One shareholder volunteer to monitor recorder

·        Two shareholder volunteers to control noise

·        One shareholder volunteer to select question numbers and to record their order

 

Time Frame – 2 hours

·        Moderator will introduce self and review procedures with candidates and audience

·        Introduce candidates (names only) and whether in-state or out-of-state

·        90 minutes dedicated to pre-formatted questions

·        30 minutes open questions from the audience

 

Post Forum

·        Tapes of the forum must be delivered to transcription service within 24 hours.

·        Transcriber will return written narrative to moderator.

·        Moderator does a quick review to check for accuracy of names associated with answers.

·        Moderator sends transcript to candidates within 12 hours.

·        Candidates have 24 hours to modify moderator of any errors.  Candidates cannot change content of answers.

·        Moderator submits transcript to MR office for posting on the web and for shareholders to pick up or have mailed if appropriate payment for mailing is made.

·        Set the dates for the following years elections.

·        Reserve the third floor of the base box for the following years forum.

 

Particulars – in 2003 we used Amicus Sten-Tel transcription services, 5197 Main Street, Suite 8D, Waitsfield, VT 05673, 888-600-8505 or 496-4321, contact person was Heidi Geiser.

MAD RIVER GLEN COOPERATIVE

2004 ELECTION CALENDAR

 

Saturday board meeting, October 2003 – President to nominate the election committee chair

 

Fall issue Echo – Request candidates and post election information and calendar

 

Web Site/October 2003– post election procedures, candidate forum procedures and election calendar.

 

Nov 1, Dec 1, Jan 1, Feb 1, and Mar 1 - List Serve – Request candidates and post election information and election calendar on the 1^st of every month from November through March.  Delete old deadlines every month.

 

December 1, 2003 – February 1, 2004 – declaration to run must be sent to the chair of the election committee

 

December 1, 2003 – February 15, 2004 – the Election Committee Chair sends the potential candidate “letter to candidates”.  Include election procedures and duties and responsibilities of being on the board.

 

January 2, 2004 – chair selects the forum moderator

 

January 20 – 31, 2004 – Forum moderator solicits questions from shareholders via the list serve and bulletin board.

 

February 1-7 – candidate petitions to be on the ballot submitted to election chair

 

February 7 – resume/bio statements due to the Chair

 

February 7 - Board meeting where slate is approved Slate is posted immediately

 

Board notifies any potential candidates not nominated that they have 1 week to submit a petition to be on the printed ballot and submit a bio. Nominated candidates have 1 week if they choose to drop out and not be on the ballot.

 

February 15 – last day for nominating petitions and accompanying bios to be submitted

 

February 28, 2004 Candidate forum held

 

March 1st–7th forum transcripts prepared and proofed by election chair and candidates.

 

March 7th - transcripts printed for shareholders and available in the office post them to the web and bulletin boards and make availability known on the list serve and web pages.

 

March 1, 2004 – ballots mailed, to include candidate bio, election instructions, ballot, and ballot envelope.

 

April 3, 2004 – Annual Meeting and finalize elections.

 

April 10, 2003 – Board Meeting 8 AM for election of officers.

 

May board meeting – next years election calendar submitted to board by outgoing election committee.

 

 

Sample candidate letter – to be sent by Chair upon receipt of candidate declaration

 

January 2003

Dear Prospective Candidate for the Board,

 

Thank you for expressing your interest in serving on the Board of

Trustees of the Mad River Glen Cooperative.  The election for trustees will

be held at the Annual Meeting of the Cooperative, April 5^th 2003.  There

will be three Board seats up for election (two “in-state” and one

“out-of-state”), each for three-year terms.  Board meetings are now

generally held once a month, but this schedule is subject to change, as the

business of the Board requires.

 

As specified by Section 4.3 of the Cooperative bylaws, “Candidates

for trustees shall be nominated by the Board, by a nominating committee or

by petitions signed by at least 20 owners”.  The Board’s Election Committee

will nominate a slate of candidates by Feb. 1^st and you will be contacted

then.  Candidate campaign statements must be received at the Mad River Glen

office by the close of business on Feb. 7^th in order to meet our deadlines

for mailing absentee ballots.  Please contact any member of the Election

Committee listed below for further information about the nominating or

election processes.

 

Candidates for the Board are requested to submit a campaign

statement that will be sent to all shareholders with the absentee ballots.

In previous elections, these statements have included professional

experience, Mad River experience, and “what I hope to accomplish as a

trustee”.  However, there is no required format for these statements.  We

request, but do not require, that statements be limited to three pages (typed

single-spaced, 11 pitch).  Additional campaign mailings to shareholders are

strongly discouraged  (unless there is some significant mitigating

development after the ballot has been sent out).

 

We are tentatively planning to hold a Candidate forum upstairs in

the Basebox on February 15^th after skiing (approximately 4:30 PM).  This

will be an opportunity for shareholders to get to know the candidates in a

question and answer format. Candidates will also have an opportunity to

make prepared statements, if they want. A transcript of the forum will be

posted on the list serve and available for mailing to interested

shareholders.  You are invited to attend the

forum, but it is not required.

 

Your participation in the election process is truly appreciated.

Good luck!

 

        Sincerely,

 

Rocky Bleier - Chair

Leigh Michl - Board member

Kendall Eaton - Board member

Paul Finnerty - Committee member

Wendy Bridgewater- Committee member

Eric Reisner - Committee Member

-------------------------------------------------------------------------------------------------------

The Board of Directors of MRG Co-op adopts the following Code of

Ethics to clarify any uncertainty regarding the authority of the Board or

individual directors. This Code of Ethics is proposed to create greater

unanimity and closer coordination between directors, and among directors,

management, and employees.

 

As a co-op director, I pledge to do my best for MRG Co-op and will:

Devote the time needed to fulfill the responsibilities of the position;

Attend all regular and special board and committee meetings;

Be prompt, attentive, and prepared for all Board and committee meetings;

Contribute to and encourage open, respectful and thorough discussions by the board;

Attend and actively participate in the Board’s training sessions and annual planning retreat to enhance board understanding and cohesiveness;

Consider the business of the co-op and its members to be confidential in nature;

Disclose any personal or organizational conflict of interest that I may have and refrain from discussing or voting on any issues related to that conflict;

Be honest, helpful, diligent, and respectful in my dealings with the co-op, with other directors, and with the co-op’s management, staff, and members;

Refrain from becoming financially involved or associated with any business or agency that has interests that are, or could be perceived to be, in conflict the co-op’s;

Work for continued and increased effectiveness in the co-op’s ability to serve its member/owners;

Be a team player and agree to abide by the majority action of the Board, even if it is not my own personal opinion;

Present the agreed-upon view of the Board of directors, rather than my own, when I speak for the co-op to employees, members, customers, and the general public;

Refrain from asking for special privileges as a board member and from interfering with management’s authority;

Work to ensure that the co-op is controlled in a democratic fashion by its members and that all elections are open, fair, and encourage the participation of all members;

Strive at all times to keep members informed of the co-op’s status and plans, and of the Board’s work, as appropriate;

Continually seek to learn more about the co-op and its operations and about my responsibilities as a Board member by pursuing educational opportunities.

As a co-op director, I agree to abide by this Statement of Agreement. I agree that if, in the opinion of the majority of co-op

directors, I have violated the letter or spirit of this agreement, I shall resign my position on the board immediately and shall not seek to cause continued disruption to the co-op and the co-op board for that action.

______________________

 

signature of co-op director   date

 

 

To that end, we, the directors of  MRG Co-op agree that:

 

The Board’s authority is limited to overseeing the affairs of the

cooperative in a manner deemed beneficial to the cooperative as a whole. To

do this, we employ a manager to be responsible for the overall and

day-to-day management of the business under the direction of the Board and

work with management to set the future direction of the co-op. We are also

responsible for carrying out other duties as provided by the bylaws or by

general or specific corporate laws.

 

Each director’s authority is equal only to the rights and authority

of any individual member of the cooperative except when the Board is in

formal meeting. No individual director may take action on behalf of the

cooperative alone unless explicitly delegated that authority by action of

the board, and no individual director has any particular rights to

information not made available to all directors. The authority of the

manager, as approved by the board in the general manager’s job description,

is to manage the affairs of the cooperative. The manager shall employ,

supervise, and discharge all employees, agents and laborers and engage in

all negotiations and discussions on behalf of the cooperative as necessary

and/or directed by the Board. While an individual director may disagree with

a policy approved by or action taken by the majority of the Board, s/he will

support that policy or action as being the considered judgment of the Board.

An individual director shall have the right to present further evidence and

argument to the Board for further consideration in a manner consistent with

the Board’s practices. The Board shall have the duty to reconsider its

actions appropriately. All directors will maintain confidentiality as needed

to protect the co-op’s interests and financial viability. This means that

all directors shall not discuss disputed or confidential corporate actions,

policies, or issues with co-op members, employees, or the general public

unless all directors agree that such information is no longer confidential.

All issues related to personnel, real estate, market strategy and goals,

pending litigation, and details of the co-op’s financial status will be

considered sensitive issues subject to confidentiality unless or until the

Board as a whole approves full disclosure. Directors serve as

representatives of the cooperative. We shall conduct ourselves in a

professional manner, which fosters confidence and reflects positively on the

co-op, its members, and its staff. We respect the rights of others-

directors, staff and members-to communicate their ideas free from

interruption and without intimidation. All directors shall affirmatively

and, at all times, disclose any/all economic conflicts of interest.

 

MAD RIVER GLEN COOPERATIVE

Annual Meeting, April   ,200

 

INSTRUCTIONS FOR ‘VOTING BY MAIL’

 

 

IMPORTANT

 

1.      Vote-by-mail MUST be returned by mail in the special return envelope provided.  DO NOT ENCLOSE OTHER MRG BUSINESS IN THIS ENVELOPE, AS THESE ENVELOPES WILL NOT BE OPENED UNTIL THE ANNUAL MEETING.

2.      The return envelope with your ballots SIGNED AND DATED BY A SHAREHOLDER MEMBER must be received at the MRG office before the annual meeting in order to be counted. Your signature should match that of the mailing label, i.e. no nicknames etc.

3.      If your ballot cannot be mailed to arrive before the annual meeting, ballots will be accepted when completed properly up to 15 minutes after the end of the annual meeting.

 

TO VOTE BY MAIL

 

WHO MAY VOTE: Only a member may vote – one vote per member. 

 

READ carefully the material concerning director candidates and the proposed Bylaw amendments. Mark your ballots carefully.

 

ENCLOSE your ballots in the return envelope provided and seal it carefully.  The signature of a shareholder in good standing is required or the ballot will not be counted.

 

The date is required in case two ballots are received from the same individual; the oldest will be discarded.