Mad River Glen Cooperative
Board of Trustees Meeting
November 14, 2015
After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00am on Saturday November 14, 2015 on third floor of the Base Box at the Mad River Glen Ski Area (MRG) in Fayston, Vermont.
Trustees Attending – R. Bowen, J. Eberlein, A. Holtan, M. Hourihan, E. Palola, R. Shems, J. Stetson & J. Tobin.
Trustees Absent – J. Anderson
Trustees Attending – R. Bowen, J. Eberlein, A. Holtan, M. Hourihan, E. Palola
Also present was President Wimble and 7 shareholders.
8:00am Call to Order J. Stetson
8:00 Welcome & Shareholder Comments J. Stetson
There were no shareholder comments.
Chair Stetson welcomed those attending.
8:02 The minutes from the September meeting were approved.
Motion by Trustee Holtan & 2nd by Trustee Hourihan
8:03 Directors and Officers Insurance Limits
Jon Jamieson, of Jamieson Insurance Agency, reviewed the Directors and Officers insurance policy. Questions were asked relative to coverage limits, probability of occurrences, implications of accidents due to alcohol, etc. Mr. Jamieson pointed out the greatest liability is due to Employment Practices Wrongful Acts. Trustee Hourihan asked President Wimble about staff training with respect to alcohol served in General Stark’s Pub. He provided an explanation of training for servers, bartenders and staff dealing with the public. Mr. Jamieson felt the limits for General Liability and D&O coverage were sufficient at this time.
Chair Stetson told Mr. Jamieson that we would not be making a decision at this meeting and thanked him for his attendance and comments.
8:28 Review of Committee Calendars for 2015 & 2016
All agreed there would not be a Town Hall Meeting on December 26th.
8:30 Management Report – J. Wimble
The Management report is attached for details.
Chair Stetson asked if the problem with water during the summer was resolved. President Wimble said there are 3 wells that provide water for the Base area. The head of the well which provides water for the Cricket Club & Patrol building was below the ground level. This may have been the problem coupled with the dry-rainy-dry spells. The well has been corrected. The water has been tested and is fine.
In response to a question about the new POS terminals President Wimble said they were used during the summer but the wireless frequency conflicted with the web cam. This problem has been corrected.
Mad River Real Estate sponsors the web cam and you will see their logo on the screen. The web cam has capabilities to do security monitoring, view events on the Chute and broadcast them in the Base Box.
There will be a ribbon cutting ceremony scheduled for the new warming hut at the top of the Sunnyside Double.
The Annual Mad River – Sugarbush Big Kicker party will be held at Lareau Farm on November 21 starting at 5pm.
Cash is up $41,000 compared to the same period last year.
Campaign expenses, net of SMF donations, is $ 244,000, not including BAMP
We have sold 7 shares against a budget of 4 for the month of October. There are 29 shares on the list for FY 2015 to be tendered. Total payout on these shares (Pending final audit number) would be $37,017. We sold 43 shares in FY 2015 for a total of $87,175 (Pending final audit number)
Preseason was great! As of October 15 deadline Passes were up 16% in dollar volume. MC was up 10% in dollar volume. Kids programs up 8% in dollar volume.
October Numbers were great. Income was up and expenses were down but some of that is timing. Cash position is getting stronger even though we are continuing to have large campaign expense.
8:48 Finance Committee Report - J. Tobin
Trustee Tobin indicated the Finance Committee met twice since the last Board meeting. The audit report will be reviewed at the December Board Meeting.
Chair Stetson asked about the ability to provide more trend data on the profit centers to help identify opportunities for operational improvements. President Wimble indicated some of this data was in the Flash Reports and that he and Andrew Snow were working on getting more granular data.
8:53 Fund Raising Committee - A. Holtan
October 31 Department Heads
November 7 Ski Patrol Refresher - approx 70 patrollers
November 15 Race Club orientation - approx 15 coaches (Eric Palola)
November 21 Ski School orientation - approx 80 people (Betsy Jondro)
4th quarter events are as follows:
Saturday, October 10th Perry Palmedo, Upper Mountain Road
Tuesday, December 1st University Club of Boston
December holiday week TBD
Feb & March Ski clubs on the mountain
- The November e-newsletter went out to people who have attended past awareness events, MRG staff, trustees and SMF board members.
- Preliminary discussion & development for a Preserve our Paradise website is underway. Targeting an early January launch.
- Jim Elkind and the Campaign Cabinet are working on recognition policy guidelines. Goal is to present findings to the trustees by the December board meeting.
9:12 Board Development - R. Shems
Trustee Shems spoke with a potential candidate from NJ. It was suggested he be invited to a Board meeting.
Material about potential candidates has to be in by the February Board meeting.
9:15 Procedure for Handling Share Proceeds - J. Eberlein
John handed outlines for “Proceeds for Handling Share Proceeds” and “Application for Conversion of a Mad River Glen Cooperative Share to a Preservation Certificate”
- Purpose: to implement Share Redemption Procedure adopted at May Board meeting
- Established a separate Share Proceeds Account for new share sales
- Money earmarked first for redeeming shares tendered
- Excess monies after all shares redeemed can be used to fund
the general capital needs of Co-Op (Derry question)
- Formalization of steps to convert shares to Preservation Certificates
- Accounting for conversion at Carrying Value less any
outstanding APR (at time of conversion)
- Option to reconvert to share at original Carrying Value if APR
paid back (Jim Elkind question)
After discussing the procedures the following motion was made.
Motion by J. Eberlein –
To accept the “Procedure for Handling Share Proceeds” and its Addendum.
Second by R. Shems
Vote – unanimously to accept these procedures
9:43 Action Item Review
Financial Trends by Department - Jamey is working on this with department heads and Andrew Snow
9:57 Executive Session
Respectfully submitted with help from Trustee Bowen,