Mad River Glen
Cooperative
Board of Trustees
Meeting
Minutes –
Saturday, November 8th, 2008
After due notice, a meeting of the Board of Trustees of the
Mad River Glen Cooperative was convened at 8:08 a.m. on Saturday, November 8,
2008 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
Trustees Jay Appleton, Lars Bruns (Vice-Chair), Paul
Finnerty (late arrival) Liz Godwin (Secretary), Bill Reynolds (Chair), Eric Schoenholz (Treasurer, phone-in) were present.
Also present were President Jamey Wimble and three shareholders [“SH’s”].
CALL TO ORDER:
Trustee Reynolds called the meeting to order at 8:08
a.m.
REVIEW OF MINUTES:
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Motion
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Made by
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2nd by
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Aye
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Nay
|
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To adopt the minutes of September 13, 2008 and October 4,
2008 as written.
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Trustee Appleton
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Trustee Reynolds
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5
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0
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SH COMMENT:
No comments.
MANAGEMENT REPORT:
MRG is now 100% PCI [Payment Card Industry] compliant regarding
credit-card company data security standards. We also purchased insurance against
cyber-theft. President Wimble commended Mike Ketchel and Wesley Wright for
their work on this matter.
President Wimble is researching the pros and cons of putting
us into the “current use program,” which could reduce our property tax rate.
We are somewhat limited in what land parcels we could put in the program. For
current use eligibility we would also need a contiguous 20-acre lot for timber
harvesting. The amount we could save may be negligible, but we will look into
it.
The retail shop/general store is doing well. The cash-out procedure
for web-sales is cumbersome due to state sales tax issues; therefore we may
outsource shipping/receiving and the computing of taxes for web commerce.
We have sent out reminder notices for Single Chair Campaign pledges
due in 2008. There is some concern about defaulted pledges due to the current
economic climate.
Verizon has approached us about putting a cell tower on the
mountain. This would be more involved than the Unicel deal was; they would need
a building and a >60-ft. tower (which they say could be built to look like a
tree). If the site works for them they will get back with a proposal. It would
not be for this year. We are prohibited from building non-skiing-related
structures above 2300 feet [about where the old double midstation was].
The Mad River Glen Book “A Mountain Love Affair” will be
available by Thanksgiving from the MRG General Store.
Share Sales:
We have sold five shares for the month of October against a
budget of four. We have had only one tender request and that was due to an estate
liquidation.
Financials:
We will be receiving money from PTV again for the Single
Campaign. We have not re-amortized the loan on the Single but when we pay down
the principal with the PTV funds our balance should be about $160K. Our
current balance is about $280K. Discussion ensued about how much cash we
should commit to paying down the mortgage vs. capital expenditure projects and
emergency cash for operations.
October profit and loss looks good. Expenses are off because
not all are entered yet.
The Shareholder Loan Committee discharged the mortgage for
the Lift 2 bonds that were paid off in June.
We have seen an increase in units sold for passes; that is
expected after a good season. Purchases of the Triple Major pass are also up .
Family Mad Cards were not well-received by some, but others who had bought Mad
Cards last year bought season passes for this year. Shareholder feedback
indicates they were happy with the change in MC’s.
We had fewer start-up expenses on the general store than expected
and we nearly doubled last year’s autumn income in the store. Our owning the
store helps with Mad Money coming back to the mountain because we didn’t have
to send cash out of the Coop.
SHARE REDEMPTION PROCEDURE (ACTION)
The Board discussed the draft of the revised Share
Redemption Procedure which is intended to provide a procedure for redeeming
shares within the framework established in the Coop By-Laws.
Trustee Bruns asked for clarification on when payouts would
occur; President Wimble explained that the annual redemption date is at the
December Board meeting when financial audit is approved.
Trustee Bruns pointed out that section 4a should read “Net
Book Value;” it was changed to reflect this.
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Motion
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Made by
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2nd by
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Aye
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Nay
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To adopt the amended share redemption procedure.
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Trustee Appleton
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Trustee
Reynolds
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6
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0
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The revised Share Redemption Procedure can be found on the
MRG Coop web-site.
Strategic Plan Update (Action):
Trustee Bruns thanked the following SH’s who had worked on
the SP update:
Rocky Bleier, Russ Bowen, Eric Friedman, Liz Godwin, Dot Helling, Jed Kalkstein, Pete Ludlow, Deri Meier, Alan Moats, Rick Moulton, Mark Renson, Eric
Schoenholz, Jon Schultz, Jamey Wimble.
He then summarized the changes to the SP. Trustee Reynolds
commended Trustee Bruns and the committee for their work on the SP. Trustee
Bruns also noted that the discussions of SP last winter generated many good
ideas that have served the Co-op well.
SH Mark Renson asked if the minutes were available of these
meetings. Trustee Bruns affirmed that they were and that they would be very
useful to future Boards.
Trustee Appleton asked if this would be an annual event as
it took a long time. Trustee Bruns recommended that every year the Board
should at least look at it, and empower a subcommittee when the Board thinks
more scrutiny is necessary.
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Motion
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Made by
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2nd by
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Aye
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Nay
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To adopt the revisions to the Strategic Plan.
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Trustee Finnerty
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Trustee
Appleton
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6
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0
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Click here to see the approved version of the Strategic Plan.
Committee Reports
Finance Committee (FC)
The FC met and recently reviewed the cooperative’s potential
funding options for future MRG capital expense needs including property, plant,
and equipment. Various options and opportunities were discussed but no action
is required at this time.
The audit looks very good. This year we have not noticed
any major issues after a preliminary review. We’ll get a draft of the complete
audit in a few weeks. The FC will review it and have its recommendation to the
Board available for the December meeting.
The next major project for the FC is to investigate “Plan B”
ideas for managing bad seasons.
Trustee Bruns commended President Wimble on his work on
cyber-security and actions taken regarding financial risk management.
Board Development Committee
Trustee Finnerty pointed out that there will be three open
seats on the Board this year: two in-state and one out-of-state. He would
like to encourage people to run.
SH Sean Kalkstein asked about what happens if people win
out-of-state seats, then move to VT. Answer: they keep their seat but must run
in-state for second term.
Executive Committee
The Executive Committee took one action – to approve
purchase of the cyber-theft insurance.
New business
Trustee Schoenholz asked about studying and monitoring
capacity issues and noted that it is in the “actions” in the Strategic Plan and
that we should formalize the process somewhat.
Trustee Bruns will draft a collection of data points the
Board would like to collect for upcoming season for Board and management review.
Marketing Director Friedman will be doing a customer survey but is waiting on
the Board for this. We’ll probably want to get volunteers to help once we know
what data we want to collect. President Wimble had concerns about how we
collect the data. Trustee Finnerty stated that he still believes that a
speaker on Tower 1 would help with abating liftline doldrums. President Wimble
replied that a new system is in the works.
Trustee Appleton asked about VSAA [Vermont Ski Areas
Association] “comp” tickets – was there any feedback about this? President
Wimble noted that we tried to block out weekends and holidays but weren’t
allowed to do that. However, there are fewer tickets out there this year.
It’s on the spring meeting agenda at VSAA because other areas are worried about
VIP tickets as well.
Leaving VSAA is not really an option as it would potentially
deprive us of some lobbying support, especially with respect to snowmaking regulations,
etc.
Adjournment
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Motion
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Made by
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2nd by
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Aye
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Nay
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To adjourn.
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Trustee Reynolds
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Trustee Godwin
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6
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0
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