Mad River Glen
Cooperative
Board of Trustees Meeting
Minutes – Saturday,
February 9th, 2008
Draft – Pending
Review
After due notice, a Board of Trustees meeting of the Mad
River Glen Cooperative was convened at 5:16 p.m. on Saturday, February 9th,
2008 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
Trustees Jay Appleton, Paul
Finnerty, Geordie Hall,
Steve Mackenzie, Bill Reynolds, Rick Moulton, Jed
Kalkstein and Lars Bruns were present. Also present was President Jamey Wimble and
approximately five shareholders.
CALL TO ORDER:
Jay Appleton, chair, called the meeting to order at 5:16 p.m.
REVIEW OF MINUTES:
Regarding the draft January 12th, 2007 minutes, Trustee Finnerty
moved to accept them and Trustee Moulton seconded the motion. The trustees approved the January 12th
minutes, without changes by a vote of 8-0.
Trustee Hall complimented the Secretary on the timely completion of the
minutes.
OPENING SHAREHOLDER COMMENTARY:
Shareholder Liz Goodwin also liked the fast posting of the
minutes by the Board. Shareholder Deri Meier
wanted to commend Patrol Director John Ayers for his creative thinking in
working out a tough situation re: The Lifelink Backcountry race trail closure and
an upset customer. “Great job handling
an irate skier who wanted to ski the closed trail, and finding an amicable
solution.”
MANAGEMENT REPORT (Jamey Wimble):
President Wimble discussed the management report. He felt that January was a bit slow due to
the thaw. We did experience some issues
with the bathrooms. The mechanical
plumbing problems have been solved, and he hopes for a successful year to enable
some additional improvements via capital expenditure this summer. Unicel plans to be online with cell coverage
at the mountain in time for President’s week.
Jamey is also looking at the Fayston “current use” program for our land
and forests, which could provide the coop with substantial local property tax
benefits. The investigation is just
beginning, and this will be looked into with much caution. The cooperative’s property taxes are
approximately $40k per year.
There was a shareholder question regarding the Fayston tax
“current use” program and if this is something similar to other
agricultural/residential tax abatement programs. Jamey answered that there are two portions
for Fayston, an “open use and a forest use”.
Jamey mentioned that Bolton Valley has a similar type of program established with
the town of Bolton. Upon reflection of the agricultural potential
of the coop lands, Trustee Reynolds suggested we could consider growing hemp as
another potential source of revenue.
From an operations perspective, Jamey reported that the Single
has been running very well but was throwing some faults in January. He mentioned that CTEC electricians came in
to assess the faults and modified the lift’s low voltage system. Since then we have had no faults on the lift
and things are going well. There is a
small slow leak coming from the gear box which will be taken care of this
coming off-season. Other than these
items, the lift has really been running great.
Jamey mentioned that new lifts don’t generally start up and run this
smooth. Trustee Hall inquired about the wobble
on the depress towers. Jamey mentioned
that these continue to be monitored. He
also commented that we utilize lattice towers, which are built to move.
Trustee Kalkstein felt it may be useful to share this info
re: wobble/engineering of the depress towers onto the listserv or via Eric
Friedman’s email updates. Trustee
Reynolds asked if the VT tram inspector had voiced any concerns about the
wobble, and if he felt the hold down towers were a problem. Jamey answered that the tram inspector did
comment on this and is not overly concerned.
Jamey mentioned that the lattice towers are built to move and that we’re
looking at a plan to potentially stiffen them up some more this coming off-season. Chair numbers will be redone in the summer.
For January we sold 16 shares YTD, and have redeemed 2
shares since last board meeting.
FINANCIAL REPORT (Jamey Wimble):
Jamey reviewed the January P&L and fiscal YTD
financials. He commented that January
was slow. We were down about $68k in
ticket sales, but only $20k down off budgeted revenue overall. He commended the other departments who had a
strong month and helped pick up the ticket sales shortfall. From a budget perspective, we are ~$20k
behind budget YTD. The Double bonds are
due in June at ~$84k to be paid to the bondholders.
Trustee Moulton noted that sales seem okay but we are off
budgeted net income….why? Other Trustees followed with many questions on the
budget, expenses, and net income to date.
Jamey mentioned that budget expenses usually take into account an
average of the last 3 years of expenses.
We factor in about 80k skier visits per year and adjust the revenue from
there. Trustee Moulton mentioned that he
has been reading the draft of the MRG History / 60th Anniversary book. He commented that it was astounding how many
years of loss there are in our history.
What pulled Roland out year after year seemed to be real estate sales,
Moulton observed. Trustee Moulton
commented that we have to be very careful and conservative. There was a comment and suggestion from Trustee
Hall re: Bond holders and pending redemption.
He suggested seeing if the bond committee would suggest to bondholders
the ability to roll over their bond payments as tax-deductible contributions for
the Single Chair campaign. Shareholder
Deri Meier (who also sits on the bond committee) mentioned he would bring this
up at their next meeting.
Trustee Bruns inquired about the continued monthly overage
in budgeted expenses. Jamey mentioned
that December was close, but that November was off. Jamey mentioned that January expenses appear
to have been higher due in some part to increased basebox expense. This was due to unexpected infrastructure fixes
needed for the plumbing, supplies/inventories, as well as kitchen equipment/bakery
hood expenses. Jamey also commented that
band expenses and wages were contributed to the overage a bit too. Vermont payroll tax
increased and January had five weeks of payroll versus the budgeted four.
Jamey commented that the bar has been functioning and
operating very well, outperforming the cafeteria for the first time in memory. He generalized that the Basebox is labor
intensive and requires more people.
A discussion then took place regarding capacity of the
facilities, liftlines, parking lot, etc.
Jamey mentioned that we were just about maxed out capacity-wise this
past weekend for a mountain, facilities, and staff of our size. Trustee Kalkstein commented on the economic
theory of supply and demand, asking if perhaps we should consider raising prices
since we struggle year by year to hit our $200k capital expenditure requirement
yet have liftlines when the snow is good.
A shareholder commented that when the development and
freestyle teams use the Single, they should follow policy and alternate taking
Single chairs with customers. Additional
questions and comments were made regarding liftlines, facilities, and potential
utilization of the birdcage lodge and lift for ski school/lessons, etc.
SHARE REDEMPTION SUSPENSION (Trustee Schoenholz):
Trustee Kalkstein spoke
on behalf of the absent Trustee Schoenholz.
The Finance Committee did not meet since the last Board meeting. The shareholder redemption policy was left
unchanged. One share per month will be
redeemed.
ELECTION COMMITTEE (Trustee Finnerty):
Trustee Finnerty
commented that the Election subcommittee has received a number of candidates for
the 2008 Board election. All of the candidates
are in good standing with the Cooperative.
Trustee Reynolds moved and Trustee Kalkstein seconded the motion to
approve the following candidates for the 2008 Board Election Ballot:
For In-state: (two
seats): Geordie Hall, Steve MacKenzie, and Betsy Jondro
For Out of state
(one seat): Liz Goodwin, Bruce Bulton and Bruce Depper
During open discussion,
Chair Appleton commended Trustee Finnerty on the fine slate of candidates for
the ballot this year.
It was then voted 8-0
to approve the above candidate slate for the 2008 Board election ballot.
SINGLE CHAIR CAMPAIGN UPDATE (Trustee Hall):
Trustee Hall mentioned that the campaign has reached the
$1.5M mark and is only $150k short of our goal.
He reminded everyone that we want to sell all the new chairs, increase
shareholder participation and that we have started the telemarketing
campaign. If each shareholder were to
contribute an average of $100, we would make most of what we needed. Trustee
Bruns thanked Trustee Hall for his succinct report.
Shareholder Betsy Jondro wanted to mention that in Tyler
Stetson’s memory, we have raised over $9k in his name. She also commended the care that his family and
friends received while they were with us during Tyler’s memorial service last Saturday
morning.
BOARD COMMUNICATIONS BETWEEN MEETINGS (Trustee Appleton):
Trustee Appleton commented that
the Board has made some communications on the list serve in the past via round
robin discussion.
Trustee Kalkstein
commented that in the past it was initially round robin between Board members and
then communications came from the Board chair.
Trustee Moulton mentioned that Board’s current function via email seems
to work well. Many agreed that the key
is to communicate. The Board then
discussed recent emails on the list serv and general informal opinions that we should
circulate individual or drafted thoughts/messages to the other board members before
responding directly to list-serv emails.
After a short
discussion, it was determined that Board communications between meetings should
be shared with the other Board members usually via email, and that the Board Chair
can then determine the next course of action.
President Wimble suggested that questions are often operational and that
the Cooperative President should work with the Board Chair as needed. Trustee Appleton
asked if the other trustees were comfortable.
Trustee Mackenzie commented that he was comfortable so long as we say
“we heard you, we’re listening, we’ll bring it up” to shareholders.
COMMITTEE REPORTS
Speaking on behalf
of the Executive committee, Chair Appleton reported that the new financial
controls policy was discussed, approved and implemented. He also stated that the committee approved the
purchase of inexpensive indemnity bonds in recommended compliance with Section 8.3
of the bylaws.
Trustee Bruns
commented that the Strategic Plan subcommittee has one meeting remaining re: “customer
experience”, and that a readout on the four topics
will be available for the annual meeting.
Trustee Moulton
complimented Patrol Director John Ayers regarding the “western style” of open
gates on the cliff bands under the Single and the Double.
NEW BUSINESS
No new business.
CLOSING SHAREHOLDER COMMENTS
No closing comments.
NEXT MEETING:
Due to the telefest taking over the basebox on March 8, the
next meeting of the Board will be on Saturday, March 15th 2008 at 5pm
on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
ADJOURNMENT:
Trustee Mackenzie made a motion to adjourn the meeting,
seconded by Trustee Reynolds. The
meeting was adjourned after an 8-0 vote to adjourn at 6:19pm.
Respectfully submitted, Lars Bruns
A true record.
Attest:
_________________________________
Lars Bruns, Secretary
