Board of Trustees Meeting; December 13, 2008
Board of Trustees
Meeting
Minutes – Saturday, December 13, 2008
After due notice, a meeting of the Board of Trustees of the
Mad River Glen Cooperative was convened at 5:00 p.m. on Saturday, December 13, 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, Liz Godwin (Secretary), Geordie Hall, Betsy Jondro, Jed Kalkstein,
Bill Reynolds (Chair), and Eric Schoenholz (Treasurer) were present.
Also in attendance were four shareholders [“SH’s] and President
Jamey Wimble.
5:00 PM Call to Order
Trustee Reynolds called the meeting to order at 5:00 p.m.
5:02 PM Minutes of November 8, 2008 (Action)
|
Motion
|
Made by
|
2nd by
|
Aye
|
Nay
|
Absent
|
|
To adopt the minutes of November 8, 2008 as written.
|
Trustee Bruns
|
Trustee Hall
|
7
|
0
|
2
|
5:05 PM Shareholder Comments
Before SH’s arrived, Trustee Bruns
noted the posts to the list serve in which some SH’s voiced displeasure about
not having Value and Mid-Week passes honored due to Opening Day falling on a
Saturday. President Wimble noted that we try to open midweek to to give staff
a lower volume day to get into the swing which usually avoids the situation.
While the goal was to open Friday, snow was not ready on the mountain, so we
ended up with a Saturday opening. We also heard from full pass holders who
didn’t appreciate the idea of giving free skiing to those who did not elect to
purchase the full pass.
Trustee Bruns noted that on annual
meeting day, SH’s ski free, but the function of that is as an incentive to come
to Annual Meeting and vote.
Trustee Godwin asked for
clarification regarding whose purview this is – Board or Management? When told
it was the Board’s, she recommended offering a discount or free skiing on
Opening Day (for SH’s only) as a goodwill gesture. Trustee Hall recommended
same (with addition of non-SH’s).
Trustee Bruns stated that he and others
paid full price for a 7 day pass and was not in favor of offering additional free
skiing to passholders.
Trustee Jondro pointed out that
someone will always be disgruntled no matter what course is taken. Her concern
was that if opening day fell on a great skiing day the mountain would get
slammed if skiing were free and no one would be happy. She would not recommend
changing the policy for SH’s.
Trustee Bruns noted that a Saturday
opening day is rare and recommended that the Board consider working with
management to have a written policy for management and guidance of future
Boards.
Trustee Reynolds opined that the pass
policy is pretty clearly stated on our website.
Trustee Godwin stated that the
sense of community we foster here is the salient point and is something to at
least consider.
Trustee Schoenholz volunteered to
draft and circulate a response on the free skiing on opening day issue for the
Board’s consideration.
SH Lu Putnam reiterated the
importance of the sense of community.
SH Rocky Bleier said that even just a $10 charge
on opening day would make a statement about the value of SH’s, plus we could make
money back in the bar and food service.
SH Dot Helling said that owners
need to be appreciated and “it’s tradition” [referring to the pre-Co-op days?].
5:15 PM Management Report
Trustee Finnerty asked whether the recent
reduction in workers’ compensation rates in VT has affected MRG yet. President
Wimble responded no but said that he was due to meet with our insurance agent
shortly.
Trustee Bruns asked what the status
was of Verizon’s interest in MRG for installation of a cell tower; no change
since last meeting, according to President Wimble. Regarding the sound system,
it’s not yet installed. An expert has come in to examine it and we hope to hook
it up the first of next week; it will be “bullet-proof and dummy-proof.”
A question was asked regarding the beer
mug club. The number of mugs was increased, and size increased to 20 ounces.
Trustee Bruns applauded management’s decision on mugs.
Retail shop: some of the numbers on
the report are wrong – we had more income in November – what happened was that it
didn’t get to deposit until December 1, so it will be reported in December. We’re
over budget on expenses but most is merchandise, so that should not repeat. We
are right where we want to be regarding amount of inventory. About 70% of
inventory hasn’t been paid for yet – these come due in January, February, and
March of 2009; this has been budgeted.
Trustee Reynolds asked about Single
Chair Campaign (SCC) pledges outstanding. Per President Wimble, $94K is outstanding
for 2008; $105K is outstanding for 2009 and $83K for 2010.
Trustee Hall asked about the status
of the maintenance fund on the Single. Pres. Wimble said that technically the
maintenance fund is administered through Preservation Trust of VT (PTV); our
in-house one should be a “SC reserve fund.” Said fund is at a zero balance right
now; but if all of the pledges are paid , the fund will have approximately
$115K plus any additional funds raised from chair sales. Trustee Bruns
confirmed that we will pay off our loan before putting money in the reserve
fund. Trustee Kalkstein asked whether there were pledge defaults in ’07;
Trustee Hall said he and SH Deb Steines are personally working with these
donors.
5:25 PM Financial Report
Trustee Hall asked why the inventory
and expense of “the book” is not included in our retail numbers. Trustee
Jondro replied that it’s because the book is being sold off-mountain as well as
in the store.
Trustee Hall asked if Pres. Wimble
could build a separate profit and loss (P&L) for the store. Trustees
Kalkstein and Schoenholz pointed out that we already have the total income and
expenses for each department so individual P&L’s are not required. Trustee
Hall responded that he thought we should see individual P&L’s, but that it
was a separate issue. Pres. Wimble said that he goes over the individual
P&L’s of each department. Trustee Hall wondered if the Board could get
those for perusal.
LAST CALL RECESS – 5 MINUTES
5:35 PM FY 2007 Audit (Action)
The FC held a telephone conference
to review the audit on Wednesday December 10th .. Trustee
Schoenholz had asked Pres. Wimble for a “pseudo budget” so we could see how
operations did on its own without the Single Campaign and retail start-up cost
Our audit numbers look good. Net
value per share is $1,491. Trustee Appleton asked what it would be without the
Single Campaign contributions; it would be about $700-$800 without that money.
He also asked what negative retained earnings were. That’s our loss carry
forward. Pres. Wimble explained that we still have lost approximately $109K on
the books. Trustee Kalkstein pointed out that in terms of the net book value
the retained earnings are usually negative even when we hit our net operating
income target due to the effect of depreciation.
Trustee Schoenholz reviewed the
Auditors’ Management Letter. This year they had no significant findings. They
had made two suggestions for Board consideration. The first was to spread out our
cash accounts among multiple banks so that the entire amount is FDIC insured
(this had already been done). The second was to switch to biweekly pay periods
to save on administration and accounting costs; we currently pay employees on a
weekly basis. The FC decided to let management decide how to handle this.
Many employees like being paid weekly; also, they’re not highly compensated, so
maybe it would be to their benefit to stay on weekly? Pres. Wimble said that
biweekly could be a problem for some of our employees. He’s put the idea out
to department heads who will put it out to employees. Trustees Reynolds and Hall
wanted to know the costs of doing payroll. We would save about four hours/week
in this change. Trustee Finnerty asked about mandating direct deposit. Pres.
Wimble said that it doesn’t save much as we’re doing payroll in-house.
Trustee Schoenholz stated that
based on the two recommendations and the lack of major material weaknesses in
the audit, the FC unanimously recommends approval of said audit.
|
Motion
|
Made by
|
2nd by
|
Aye
|
Nay
|
|
To approve the audit for FY 2007-2008.
|
Trustee Schoenholz
|
Trustee Appleton
|
9
|
0
|
5:45 PM Other Committee Reports
Finance Committee
The Finance Committee also reviewed the capital
expenditures (CAPX) of $120,724 out of the approved amount of $132,500. Some
approved items ended up being minor repairs so they were expensed rather than
carried as capital expenditures which accounted for most of the surplus.
Two major projects are planned for next summer.
The first is replacement of the Mill Brook bridge on Schuss Pass which will cost approximately $27,000, with the homeowners on Schuss Pass paying 40%. The
second is the repair / replacement of the steel I-beams under the office
building.
Trustee Appleton asked about the expected
cost of the I-beams under the boardwalk. Pres. Wimble has it out to bid currently,
and did not want to speculate.
Trustee Hall asked about the Patrol/Ski School building. Trustee Schoenholz said it’s in the long-term plan and it’s up to
management. Pres. Wimble projected it to be about 3 years out and to cost
about $450K. Trustee Bruns reminded the Board that the snowguns and snowcats
are probably ahead of it with respect to priorities.
Trustee Kalkstein inquired as to the
status of the rainy day fund. Trustee Schoenholz said that we should be able
to fund that this year because we paid off the Double bonds. Trustee Kalkstein
clarified that he wanted to retroactively put money in it for FY ‘07-‘08; Pres.
Wimble thought maybe $200K should be allocated to the fund for future capital
expenditures. Trustee Kalkstein would like to task the FC with reviewing the $200K
number for the next meeting. Trustee Schoenholz said that the next FC meeting
would be after the January Board meeting; therefore it should be a February
agenda item, not a January one.
Board Development Committee
Trustee Finnerty reported that for people
who are interested in running for Board, this is a good year because no incumbents
will be running for their seats. Trustee Finnerty will put a reminder on
listserv; Trustee Godwin will put it on Facebook.
Other
Trustee Bruns will send the
Trustees a list of data to collect regarding lift lines.
Final Shareholder Comments
SH Rocky Bleier enthusiastically
applauded the FC and full Board for regularly and consistently posting
minutes. He also noted that on the website, some committees’ minutes were last
updated in 2003.
Speaking as a SH, Paul Finnerty
commended Marketing Director Eric Friedman for having up-to-date Board and FC
minutes on the SH bulletin board for opening day. In response, Trustee
Reynolds commended Trustee Godwin for getting the minutes done quickly enough
for that to happen.
Trustee Bruns commended Marketing
Director Friedman for the creative Valley Reporter ad regarding Sugarbush’s 50th
anniversary.
Trustee Jondro thanked Mary Kerr
and all who worked on “the book” for their incredible efforts.
|
Motion
|
Made by
|
2nd by
|
Aye
|
Nay
|
|
To enter Executive Session.
|
Trustee Appleton
|
Trustee Hall
|
9
|
0
|
6:15 PM Executive Session
Note: at 6:41 Trustees Hall and Jondro recused themselves
for the remainder of executive session.
|
Motion
|
Made by
|
2nd by
|
Aye
|
Nay
|
|
To exit Executive Session.
|
Trustee Kalkstein
|
Trustee Godwin
|
7
|
0
|
No action was taken during executive session.
7:16 PM Adjourn
|
Motion
|
Made by
|
2nd by
|
Aye
|
Nay
|
|
To adjourn.
|
Trustee Appleton
|
Trustee Finnerty
|
7
|
0
|
