Board of Trustees Meeting - April 4, 2009

Annual Meeting

Minutes –Saturday, April 4, 2009

Final

 

After due notice, a Shareholder Annual Meeting of the Mad River Glen Cooperative was convened at 5:00 p.m. on Saturday, April 4, 2009 in 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), Eric Schoenholz (Treasurer) were present.  Also present were President Jamey Wimble, Marketing Director Eric Friedman, and approximately ninety shareholders (“SH’s”).

 

NOTE:  Shareholder questions and comments are denoted by “SHQ” and “SHC,” respectively.

 

Call to Order

 

Trustee Reynolds called the meeting to order at 5:04 p.m.  

 

Chairman’s Remarks – Trustee Reynolds

 

Trustee Reynolds pointed out that Meg Campbell of the Preservation Trust of Vermont (PTV) was present to answer any questions about the National Historic Register (NHR) listing under consideration on the ballot. 

He reviewed the rough weather year we had and pointed out the difference in revenues between Dec ’07 and Dec ’08 (down significantly this year), but also noted that the general health of the Co-op is strong; the Single is running well, and the single mortgage is now under $90K and is projected to be paid off this year if all pledges are paid.  The double bond is paid off, and the share redemption request backlog has been cleared.  Trustee Reynolds commended Trustee Hall for his work on the Single Chair Capital Campaign. 

This year at the urging of Ernie Murphy and Marketing Director Friedman, and with President Wimble’s guidance, we took over operations of the retail store.  Trustee Jondro has done “an incredible job” with the store.  The Ski Patrol was commended for their excellent work in evacuating the Single Chair earlier this season. 

The Strategic Plan was revised under the direction of Trustee Bruns with the help of SH’s and Board members.  We are finishing in the black after a “horrendous year.”  Trustee Reynolds commended the employees of the mountain for their excellent work this year. 

On a final note, the MRG Broomball team defeated Sugarbush! 

 

Awards were presented to departing Trustees Appleton, Finnerty, and Schoenholz.  Trustee Schoenholz served as Treasurer and Chair of the Finance Committee and was pivotal in keeping an eye on the bottom line and “guarding against irrational exuberance.”  Trustee Finnerty served for six years, during which he achieved the distinction of having never missed a meeting, which amounts to over fifty consecutive meetings!  He served as the Chair of the Board Development Committee and was the unofficial “keeper of our By-Laws.”  Trustee Appleton served for six years, three of which were as Board Chair, during which time his “cool demeanor” was noted as key to the smooth functioning of the Board, and his “keen eye on the beer prices” was also commended!

President’s Report – President Wimble

 

President Wimble announced that John Olsen’s wife Sue passed away this past December.  Mr. Olsen is hosting a “celebration of life” on June 6 at the Basebox, and would love to have as many people there as possible.  He would like those who plan on attending to go to http://www.sueandjohncelebration.com to register so that he has a head count. 

President Wimble noted that there were questions on the listserv about down-loading on the Single.  The Single is set up for down-loading one out of every four chairs, but because it is a fixed-grip lift, tramway code only permits it to be run at 200 ft/min or slower, which makes things very slow – it’s the same as “Green and Gold speed.”  He pointed out that it would be tough to get enough people to come ski if we were to run it at those speeds. 

            Shareholder comments and questions centered around whether the lift could be sped up and slowed down for groups of skiers (possibly, but it would require a great deal of effort and would depend on the number of people), whether off-loaders would have to jump off, and what the costs would be of running the lift on Sunday.  President Wimble pointed out that safety is a consideration; we must be able to get an injured skier down the hill on a sled, and must be able to do a rope evacuation of the Single. 

 

Treasurer’s Report – Trustee Schoenholz

 

Trustee Schoenholz reiterated that operating the General Store ourselves really helped us financially this year.  While we ended in the black, and may very well be one of the only New England ski areas to do so this year, we have come up short for capital spending.  He noted the large gap between budgeted and actual income; day tickets were far below budget.  He compared our actual net operating income to where we’d like to be and pointed out that if we don’t reach that goal, it will hinder our ability to make repairs and improvements.  Trustee Schoenholz reviewed our immediate capital expenditure needs, including the boardwalk bridge and Schuss Pass bridge repairs.  The double and Birdland lifts will need maintenance and repairs.  Both snowcats will need to be replaced, roof repairs are needed, and ultimately, we will need to replace the Ski School/Patrol Building.

Trustee Schoenholz commended President Wimble for the measures he was able to take to reduce expenses as revenue dropped off.  He also complimented service departments, especially the ski school, for their performance this season. 

 

President Wimble took a moment to explain the I-beam repair that is needed.  Over the years, salt and sand from the boardwalk have deteriorated the I-beams underneath.  The building has to be suspended for the I-beams to be replaced.  It’s a small area that’s involved, so President Wimble has a new proposal out that would focus only on that area, but would still be a long-term fix.

 

SHQ:  Is there a dollar value on deferred maintenance costs?

President Wimble: the total value of deferred capital expenditures is quite high; maintenance is in the general budget if possible.

 

SHC:  People would pay a lot of money for lockers, which could pay for renovation costs.

President Wimble replied that we’re planning to double locker capacity and move lockers out of that building. 

 

SHQ (Deri):  Are snowcats in the capital budget for this year?

President Wimble: They will probably be a contingency in main budget for next year.  New cats are a lot of money; our machines are sound other than some repairs and replacement parts we need. 

 

SHQ (Josh):  I didn’t see a diesel backup in the capital plan. 

President Wimble:  A diesel backup for the Single would be very cumbersome; we’re thinking of using the Single maintenance fund to do something like that.  He noted that we should be much more concerned about a Basebox backup. 

 

SHC (Penny):  We should try to make improvements that might increase revenues. 

 

SHQ (Bob):  Excess money from the Ski Green program was supposed to be used

internally to increase energy efficiency.  Changing the windows in the Basebox is a possible use of that money.  Can we target that as a solution to making more summer money? 

President Wimble said that he will have the info on that when finances are final and that we’re “absolutely interested” in doing that.

 

SHQ (Peter):  What is the amount of outstanding pledge money for the Single Chair Campaign?

President Wimble answered that the loan would be paid off and then maintenance fund would be filled. 

 

Trustee Schoenholz concluded his presentation by thanking the Finance Committee members:

Trustee Schoenholz

Trustee Kalkstein

Deb Steines

Andy Dulik

Roy Liu

Leigh Michl

Jeff Paduch

Peter Ludlow

Andrew Snow

Ken Frey

Lars Bruns

Jamey Wimble

 

SHQ (Deri):  How does the $100K balance compare to previous years? 

President Wimble answered that it’s actually pretty good.  Trustee Schoenholz noted it’s not the best we’ve ever had, but not the worst. 

 

SHQ:  Will that be enough to restock the General Store?  [yes]

 

SHC (Rocky):  Thanked departing Board members for their service.  He also noted that the By-Laws state that owners should not be excluded from meetings, and postulated that phone/email conferences inadvertently exclude people from committee meetings.  Trustee Schoenholz answered that the Finance Committee publishes the minutes of FC meetings as quickly as possible, and takes comments and suggestions from everyone.  He reiterated that anyone can volunteer for any committee.

 

Trustee Reynolds made a point of order regarding addressing of comments to the Board, not fellow SH’s.

 

Trustee Kalkstein acknowledged the difficulties that technology poses with regard to holding meetings outside of “real space.”  He reiterated that the Trustees value the input of all.

 

SHQ:  Does it really cost $500K to run the Co-Op through end of year?  If so, how does that happen?

President Wimble explained that insurance and other annual costs are at varying times throughout the year including the summertime, and while payroll does drop off, there are still areas where employees are needed.

 

SHQ:  Given the Tele Fest “spike” in revenue, has there been thought of having other competitions/events that might bring in people? 

President Wimble: we have tried this on occasion with varying levels of success. 

We don’t necessarily want to do that kind of thing on a powder day, as that can work against us.  Trustee Bruns noted that day ticket sales shoot up on special days like Roll Back the Clock Day and St. Patrick’s Day, and that helps service departments.  One of the radio stations does a Friday promotion, and that brings in revenue during the week. 

 

SHQ:  Has our pricing model been successful?  President Wimble noted that sensitivity shows up in passes more than in day tickets.  This was one of the biggest cost “jumps” we’ve made in history and it seemed not to have a huge effect. 

 

SHQ:  How do we stand regarding share sales?  What were the reasons for redemptions?

President Wimble answered that share sales are down this year by about 50%.  We had eight tendered this year.  There is no discernable pattern – everything from moving to job loss to aging was cited as a reason for tendering. 

 

SHC (Lu): Advocated for the use of volunteer energy for various projects.  Example:  putting a deck on the Birdcage.  President Wimble said that we do utilize volunteers for some projects.  There seem to be problems finding people to organize the volunteers.  There will be a pilot program this summer along these lines. 

 

SHC (Bob):  Reiterated Lu’s point, noting that there are local businesses who may be willing to donate materials.  He also mentioned the possibility of volunteers doing roofing work and doesn’t know why it can’t be done.  Trustee Kalkstein answered that there is definitely more we can do, but notes that there have been times when people had great intentions, but lack of follow-through.  He reiterates that there is quite a need for people to make sure that intentions translate into finished product. 

 

SH Bob Rogers volunteered to be a coordinator of volunteers.

 

SHQ:  Has any thought gone into increasing APR? 

Trustee Schoenholz found that when we looked at the possibility, it was found that 80-90% of SH’s spend more than their APR every year, so a raise would affect a small portion of people and would probably backfire in terms of shareholder good will. 

 

National Historic Registry Q&A

 

Trustee Reynolds informed the assembled SH’s that the Board had discussed the possibility of NHR listing for years and that Meg Campbell of PTV was present to help answer questions regarding possible listing.  A number of questions were answered regarding the NHR and the ballot question.

 

Introduction of Candidates – Paul Finnerty, Board Development Committee Chair

 

Trustee Finnerty introduced the following candidates for this year’s election:

 

In-State:

Ken Frey

Gary Lange

George Lesure

 

Out-of-State:

Jim Elkind

Nick Parson

 

 

Closing

 

Trustee Reynolds adjourned the meeting at approximately 6:45 p.m.