Mad River Glen Cooperative
Board of Trustees Meeting Minutes
Saturday, June 11, 2016 – 8:00 AM
John Tobin by phone, Annika Holtan, Eric Palola, Meg Hourihan, John Stetson, John Eberlein, Ron Shems, Jamey Wimble, Trustee-elect Matt Kenny
Russ Bowen’s resignation was effective June 1, 2016. Jon Anderson not present Two from public in attendance.
8:00 AM Call to order at 8:00
8:02 Welcome & shareholder comments
Matt Kenny asked if comments at meetings and annual meeting are limited to shareholders, or if anyone can speak. Jamey confirmed that public invited, but comment limited to shareholders. Eric stated that shareholders may consent to a non-shareholder comment.
8:05 Review & approve minutes of May 14, 2016 (Action).
Eric moved, Meg second, unanimously approved.
8:07 Management report (Jamey)
One grip test failure on the single chair; will not be a problem.
Snow-making motor repaired and returned.
Jamey and Eric F. attended VSAA annual meeting on 6/8/16. Bad year for all VT ski areas.
Weekend at Basebox went well.
Bunny ice flow still being assessed.
Summer capital projects:
Basebox roof repair, and
Limited culvert work on Schuss Pass.
One share sold in May.
Management report - Mad River Glen
June 11, 2016
Grip testing is currently underway on the lifts. We did have one failure on the Single which requires an additional 20% to be tested and we are in that process now. Not unusual and don’t anticipate further issues.
Our snowmaking motor has been repaired and cost was lower than anticipated. It was a $1400 repair. I was estimating $3k-$5k so pleasant surprise.
Eric and I attended VSAA annual meeting on Wednesday. Numbers for the state were very sobering. VT has the most snowmaking fire power of any state in the country and still with the warm temperatures struggled with guns sitting silent especially through the Christmas period. Again the “Patches” video was shown as a marketing way to think out of the box and make humor over what was considered a disaster season.
First weekend of the Basebox open went well. Michael was very encouraged by the Saturday night prime rib and the Sunday brunch. Friday fish fry was a hit as usual.
We continue to reassess the Bunny area where we had the “ice palace” issue this past winter. All of our Erosion control measures are working well. We will continue to brain storm on ideas to improve that area.
Only capital project set for the summer is a new roof to the south and east side of the Basebox.
There will also be some culvert repair done to the Schuss pass road.
We sold 1 share for the month of May against a budget of 2. We have sold 19 shares YTD. There are 7 shares on the tender list.
8:15 Finance Committee report (John T)
John Tobin reported the May financials and reviewed cash flow projections – questions allowed and none asked. May NOI was $20,000 better than expected. Budget option C considered at last FC calls. Paying down LOC discussed and included in budget proposal. John Stetson noted that the cash flow projection is prudent, and Eric noted that it is a very helpful tool. 5-year pro-forma to be updated for September. Jamey noted that it is a work in progress with the timing capital expenditures being adjusted based on needs and funds.
Budget: John Tobin explained proposed budget. FC recommends approval of Proposal C by a vote of 6-2-2. Jamey explained that Proposal C is the budget proposal and that it backs off from past ticket-sales model and dropped expenses assuming that MRG would not be open 100%. Proposal C does not reflect a year like 2015-16, and assumes a better year. Proposal D assumes that Christmas and 1 week in January is closed.
Eric Palola moved and Annika seconded that Proposal C be accepted as budget.
Discussion: Jamey explained that savings is from labor from assuming a certain % of closed days. Jamey also explained that Mad Card sales are accounted as day tickets. Meg asked if Mad Cards should be accounted separately because they are more like a season pass than a day ticket. Mad Cards are presently accounted as liability with breakage applied at the end of the year.
Meg commented that proposal D is more in line with the usual because MRG often is closed during Christmas and D is more realistic than worst case.
Yes: 6, No: 1 (John Eberlein).
9:15 Board Development
Russ Bowen resigned from the Board effective June 1. One year remains on his term (in state). Board members will solicit interest from shareholders to replace Russ, preferably from a person willing to run after completion of the remaining year of Russ’s term.
John Eberlein submitted his resignation effective June 30, 2016. Two years remain on his term (out of state).
John Eberlein moved and Meg seconded that Deb Steines replace John Eberlein effective 7/1/16. Deb Steines was appointed effective July 1, 2016 to fill the remainder of John Eberlein’s term by unanimous vote.
John Stetson, Meg and the rest of the Board thanked John E for his important contributions to the Coop.
John Stetson said that he had many discussions and developed a proposed slate of officers Meg Hourihan, President, Eric Palola, Vice President, John Tobin, Treasurer, and Ron Shems, Secretary.
John S. moved the slate, Annika seconded.
Vote:6-0-1 (John Eberlein abstained).
Assignment of committee chairs:
Matt Kenny will take on Board development.
Need a facilities committee chair. John Stetson indicated he would continue to serve on the committee but a sitting board member must chair the committee.
John Tobin will continue as finance committee chair.
Annika Holtan will continue as fundraising chair.
Ron Shems will continue as parking chair.
Eric Palola commented that development committee can move to electronic balloting.
9:00 AM Fundraising Committee report (Annika):
Campaign is on track and pledges coming in.
SMF provided a $25,000 grant towards payment of the snow cat.
Summer Echo going out the end of June.
9:05 AM Facilities Committee report:
Update on Birdcage planning: Jamey reported that he spoke with 3 contractors. Design-build does not seem possible given the scope of the job. An architect is needed to develop plans. Having architect will better enable bidding. John S will prepare an RFP for architectural services.
9:10 AM Parking Committee report:
No update. Ron Shems will work with Jamey to populate the committee.
9:45 AM Action item review:
None for today. Action items for September meeting:
Russ Bowen replacement
Facilities Committee Chair
10:15 The Board went into executive session.
10:32 The Board came out of executive session without taking any action.