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Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, June 13th  2015

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 am on Saturday, June 13thth, 2015 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

 

Trustee

Attendance

Trustee

Attendance

Elkind (Chair)

Present

Holtan

Present

Tobin (Vice-Chair)

Present

Lesure

Present

Anderson (Secretary)

Present

Hourihan

Phone-in

Stetson  (Treasurer)

Present

Palola

Present

Bowen

Present

 

 

 

 

Also present were President Wimble, incoming trustees John Eberlein and Ron Shems and 3 shareholders.

 

8:00 AM      Call to Order

 

8:00 AM      Welcome & Shareholder comments

 

Chair Elkind welcomed the assembled, there were no shareholder comments.

 

8:02 AM      Review & Approve Minutes of May 9, 2015 -- Action

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve the minutes of May 9th, 2015

Trustee Bowen

Trustee Stetson

8

0

1 TrusteeHoltan

 

 

8:03 AM    Management Report (Jamey)

 

Operations:

Outside crew has been working on lift maintenance and making signs for retail store on rainy days.

 

Two people have begun working on woods clean up. This has been funded by SMF

 

Basebox will begin summer operations June 19th running Friday through Sunday for dinners.

We have had a couple of events this spring in the Basebox and we received excellent feedback from all. Michael and staff do a good job in the off season as well.

 

We have made significant modifications to the sales model trying to dial in our ticket revenue projections. We feel we are proposing a much more realistic budget for hitting our projected NOI for 2016.

.

Share Sales:

We sold 2 shares against a budget of 0 for the month of May. We have sold 33 shares YTD for this fiscal year. There are 21 shares on the list to be tendered in December.

Financials:

May financials were good. We finished ahead of budget in revenue and ahead in expenses but some of the expenses are timing and should come in close to budget. As of June 1st, cash on hand is light and we will most likely draw on the line of credit to get through the summer. We are still projecting about a $62,000 NOI for the season.

              

8:06 AM    Budget and Pricing (Jamey and John Stetson)  -- Action

 

Trustee Stetson reported on the Finance committee meetings of June 4th and June 11th. They had reviewed the proposed budget and he explained the process shown below.

 

  1. thus producing a more conservative budget.

 8. Each year the model is tested by inputting that year’s data. This retroactive analysis has continued to prove the validity of the model.

 

The board had a brief discussion regarding the budget followed by a motion.

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve the budget recommended by President Wimble and Treasurer Stetson and recommended by the Finance Committee .   

Trustee Stetson

Trustee Bowen

9

0

0

 

A special thanks was made to Andrew Snow from both the Board and Finance Committee for all his hard work on the budget process.

 

8:14 AM   Summer and capital campaign spend -- Action

Trustee Stetson also reported on the Finance Committee meeting of June 11th when they had reviewed the financials and the Summer spend list. President Wimble reviewed the Tier #1 list line by line and previewed the projects coming on the Tier #2 and #3 lists. Trustee Stetson stated the committee approved both the summer spend as well as drawing on the line of credit. This led to two motions.

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve $29,200 for the Tier #1  summer spend list as presented and recommended by the Finance Committee .   

Trustee Stetson

Trustee Lesure

9

0

0

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To activate the $100,000 line of credit by the end of June based on the Finance Committee recommendation.   

Trustee Stetson

Trustee Holtan

9

0

0

 

Chair Elkind commented on the sizable investment the Co-op has made in both planning projects and the Capital Campaign over the last few years. While this has affected our cash on hand he has the full expectation and optimism we will reap the benefits of that investment.

 

 

8:45 AM       Committee Reports:

Fund Raising (Annika) 

Consider 2-year contract with Demont and Associates for Phase 2 of the capital campaign: ~$337k – Action

 

Trustee Holtan presented the report from the Capital Campaign shown below.

 

Letter of Agreement

Phase 1 of the Capital Campaign is complete and the groundwork is in place for Phase 2.  The campaign volunteers with guidance from Demont & Associates have begun Advance Gift solicitation, held Awareness Events, developed communication materials including the Case for Support, campaign video and logo design, and set up systems for donor acknowledgement and accounting. (Phase 1: Feb 2014 – June 2015)

 

If approved by the trustees, Phase 2 of the Capital Campaign is scheduled to run from July 2015 – May 2017.   During that time the campaign will: continue solicitation, set a campaign target, launch the campaign publicly, develop more communication vehicles in conjunction with MRG Marketing, hold Awareness events, expand volunteer base, transition work flow to SMF, celebrate.

 

The Campaign Cabinet unanimously passed a motion:  To recommend to the Mad River Glen Board of Trustees that the contract with Demont & Associates for Phase 2 of the “Preserve our Paradise” capital campaign be approved.

 

 

After discussion by the board a motion was made.

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve the $337,500 contract for Phase 2 of the “Preserve our Paradise” capital campaign with Demont & Associates   

Trustee Elkind

Trustee Palola

9

0

0

 

 

Trustee Holtan reported good progress on all aspects of the campaign. Advance gifts are starting to come in and the near term goal is attainable. There are two awareness events planned for the summer and fall events are being scheduled. The committee is also working with the marketing department on the campaign launch. 

 

The question was raised regarding how we will measure success. The simple answer is by meeting our minimum needs of $6.5 million.

 

Trustee Holtan also gave special thanks to John Tobin and Meg Hourihan for their work with the communications committee.

 

9:00 AM

Finance committee

Appointments to the Finance Committee (John S) – Action

 

Trustee Stetson reviewed the proposed list of members of the Finance Committee shown.

 

Andrew Snow, Andy Dulik, Annika Holtan Trustee,  Bill Reynolds,  Bruce Button,  Deb Steines, Eric Schoenholz,  Gary Lange, Geordie Hall,  Jamey Wimble GM,  Jed Kalkstein,  Jim Elkind, John Eberlein Trustee,  John Stetson Trustee, John Tobin Trustee,  Lars Bruns,  Leigh Michl, Pete Ludlow, Richard Gervase, Roy Liu, Tom Cagnina

 

He stated this group brings a wealth of knowledge and is ideal for examining the financials of the Co-op.  This led to a motion.

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve the proposed list to be members of the Finance Committee.

Trustee Stetson

Trustee Bowen

9

0

0

 

9:05 AM

Board Officer Nominating Committee (Jim E)

                                      Consider recommendation of board officer nominating committee – Action

Chair Elkind explained the Board Officer Nominating Committee had previously discussed the board officer positions. Through a series of e-mails and phone calls the Board Officer Nominating Committee recommended the following slate:

 

John Stetson – President

Meg Hourihan – Vice President

John Tobin – Treasurer

Jon Anderson -- Secretary

 

A motion was made.

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve the proposed slate of board officers as recommended by the Board Officer Nominating Committee.

Trustee Elkind

Trustee Palola

9

0

0

 

Trustee Elkind stated he felt the process to recommend the slate was a good one.

 

Trustee Stetson stated he would need help in all aspects of running the board and it will continue to be important that it is a group effort. 

 

9:10 AM                 Consider recommendation of board officer nominating committee Executive  Committee membership

 

After a brief explanation of the duties of the executive committee a motion was made.

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve the executive committee as of July 1st,2015 to consist of the 4 board officers.

Trustee Elkind

Trustee Lesure

9

0

0

 

 

 

 

 

9:15 AM  Action Item Review (Jon)

 

 

Explore options on communicating with shareholders and potential shareholders.

Board

Ongoing with the Capital Campaign

To separate share sales from the operating budget at the start of the next fiscal year

Jamey

Board to consider draft policy in its September 2015 meeting

Review whether  MRG should sign the Ceres Climate Declaration.

Eric and Ron

Ongoing

 

Trustee Stetson stated there will be Finance Committee meetings on July 8th and August 13th.

 

The board also noted and gave thanks to Trustees Elkind and Lesure for their six years of service to the board.

 

9:17 AM   Executive Session

 

The board discussed personnel issues, no actions were taken.

 

10:25 AM   Adjourn

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To adjourn.

Trustee Elkind

Trustee Lesure

9

0

0

 

Respectfully submitted,

 

Jon Anderson

Secretary

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