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MAD RIVER GLEN COOPERATIVE

BOARD OF TRUSTEES

MINUTES OF MEETING

January 10, 2004

 

After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:05 PM on December 10, 2004 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.

 

Trustees Alan Moats, Deb Steines, Jay Appleton, Paul Finnerty, Leigh Michl, Ken Eaton, Lu Putnam and Rick Moulton were present. Jito Coleman was absent. Also present were General Manager Jamey Wimble, Sharon Crawford, Eric Friedman, Andrew Snow, Callie McCallister and several shareholders.

 

CALL TO ORDER:

President Alan Moats called the meeting to order at 5:05M.

 

APPROVAL OF SEPTEMBER, OCTOBER MINUTES

Upon motion duly made by Alan Moats and seconded by Ken Eaton, it was unanimously

 

VOTED: To accept the minutes of the November 8, 2003 board of trustee meeting, as amended.

 

SHAREHOLDER COMMENTS

There were no shareholder comments when Alan Moats opened the floor.

 

MANAGEMENT REPORT

Mr. Wimble asked if there were questions regarding the Management Report (copy attached).

 

In response to a question regarding share sales, Mr. Wimble indicated that 23 shares were sold against a plan of 12 fiscal year to date. Sharon Crawford indicated that 5 shares were tendered as well. No shares were converted into Preservation Certificates.

 

He also distributed a copy of Comment Box suggestions for the past period.

 

FINANCIAL REPORT

Mr. Wimble asked if there were questions regarding the Financial Report (copy attached).

 

Several trustees requested that the Weekly Flash Report distribution be continued.

 

Mr. Eaton asked a question about Basebox expenses. Mr. Wimble indicated that this was a result of the annual expensing of inventory in December and, therefore, was artificially high.

 

EMPLOYEES AS TRUSTEES

Mr. Moats initiated the follow up to the prior meeting of the question of allowing employees to serve as trustees. He reiterated that the purpose of the discussion was not to have the board decide the question, but to discuss whether to include the question on the Annual Ballot and what form that question should take. He also indicated that this discussion was not to be considered negative to the contribution and value of our excellent employees. Mr. Moats mentioned that limitations on non-officer employees was common at corporations but less clear at co-ops. Co-ops ranged from no limitation to a prohibition of employees as trustees.

 

Ms. Steines expressed her desire to have the ballot question, if any, be framed as multiple choice. Mr. Monte indicated that it was customary to include a “white paper” outlining pros and cons of the questions. Mr. Moats, although favorable to the idea, indicated that it was possible that no choice could get a majority. Ms. Steines indicated that a particular multiple choice would have to get 51% vote to be approved. Mr. Michl suggested that if there was not a clear opinion, the question could always be reframed for the following year.

 

Mr. Finnerty and Moulton suggested that there could be a two year process, whereby the first year was more of a poll and the second year was a vote for specific Bylaw change wording. Mr. Moats suggested three choices: (1) a prohibition, (2) a limitation, or (3) no change. Mr. Monte pointed out that if option (3) achieved a 51% vote, there would be no change, however, the combination of votes for (1) and (2) being more than 51% would be sufficient for the question to be placed on the ballot in the following year. Ms. Putnam asked about the definition of employee. Defining an employee as someone who is eligible for workers’ compensation was discussed. The board did not decide what employee definition to use.

 

Mr. Moulton asked if it was feasible to table the issue, on the basis that the status quo was currently very good. Mr. Moats pointed out that, to table it, the board was effectively making an important decision on behalf of the shareholders. Ms. Steines also mentioned that the longstanding issue should be resolved. Mr. Michl also pointed out that a vote of shareholders would represent the value of owning a share – that important issues could be decided by the owners.

 

Mr. Moulton asked about the mechanics of drafting the “white paper”. Mr. Michl commented that the pro camp and nay camp would draft their arguments. The two positions would be combined into a document that would require a majority vote of the board to be issued.

 

Mr. Wimble indicated that the employee/trustee issue has been an 8 year problem that has been acute for management and needs to be resolved. Mr. Wimble also wants fairness for all employees and not to have an employee/trustee be in an actual or perceived favorable position vis-à-vis other employees. He also pointed out that the issue could be one of the employee/trustee being adversarial or inappropriately non-adversarial to the General Manager. Mr. Eaton also mentioned that employee conflict of issues could require the employee/trustee to recuse themselves too often, thereby precluding a valid vote of a board majority.

 

Mr. Moulton reiterated that many employees are both valuable to the Co-op and valuable as employees. Mrs. Putnam also mentioned that shareholders are intelligent enough not to allow a large number of employees to be on the board. Mr. Moats mentioned that, while the point was valid, shareholders should decide.

 

Mr. Appleton expressed reticence to have a prohibition on employee/trustees. Too many shareholders are employees and many employees do not derive their primary income from their employment and, therefore, do not have an actual conflict. To limit the General Manager’s exposure to conflict-of-interest situations, he proposed a compromise of excluding year-round staff and department heads from Board eligibility. Mr. Appleton felt that a limitation of 3 employees on the Board would do little to solve the problem.

 

A discussion ensued regarding a two choice question: a limitation or prohibition or no change. Then there would be a year to decide the specifics of a limitation or prohibition if this was the will of the voting of shareholders. Mr. Monte pointed out that, since this was a non-binding question, more than two questions could be asked. He also mentioned that there could be two choices and, if limitation was checked, there would be a drop down to additional choices. Mr. Moulton agreed that a multiple choice would provide more information to the trustees.

 

Mr. Moats opened the floor to shareholder comments. Mr. Branchovsky requested that the exact definition of an employee be included in the ballot question. Sharon Crawford expressed her opinion that employees should not be on the board. She also expressed her opinion that the election committee should approve ‘a qualified’ slate to run for the board. Several shareholders expressed concern regarding the limit and others suggested a limitation. In response to a question from a shareholder, it was pointed out that Washington Electric allowed no employees or family members on the board, OnionRiver had no restriction on employees, and HungerMountain limited employees to 3 of 12 trustee positions.

 

Upon motion duly made by Alan Moats and seconded by Deb Steines, it was unanimously

 

VOTED: That the 2004 Annual Ballot include a multi-part question regarding whether or not to allow employees to serve as trustees of the board, with final wording of the ballot question to be determined by the board at the February meeting.

 

TITLES OF GENERAL MANGER AND PRESIDENT

Mr. Moats recommending that the General Manager title be amended to “President – Mad River Glen Ski Area”. He indicated that this not only more accurately reflects Jamey's level of performance and responsibility, but also would allow the General Manager to more effectively conduct their job vis-à-vis peers, vendors, customers ,etc.

 

Several trustees expressed a desire to deal with the question of changing the President of the Co-op’s title at a later date. Mr. Moats indicated that the effective title could be changed, but questioned whether the legal title should be changed.

 

Mr. Wimble commented that the title “President and General Manager” was common in the industry and would favorable to him.

 

Upon motion duly made by Rick Moulton and seconded by Deb Steines, it was unanimously

 

VOTED: That the title of the General Manager be changed to President and General Manager – MadRiver Glen Ski area.

 

Mr. Moats expressed a desire to be referred to hereafter as Chairman but that the February meeting would include a discussion of whether to have an additional ballot question to make the change official.

 

Upon motion duly made by Rick Moulton and seconded by Deb Steines, it was unanimously

 

VOTED: That a ballot question be included to change the title of PresidentMadRiver Glen Cooperative to Chairperson or board chair - MadRiver Glen Cooperative and Vice President to Vice Chair.

 

CHANGE IN COMPANY 401(k)

Mr. Wimble indicated that the present 401(k) provider should be changed for reasons related to the viability of the provider as well as certain service issues. He also mentioned the desire for a 50% match to a maximum of 6% of salary. Currently the Co-op match was 1.5% on an employee contribution of 3% or approximately $4K and, with the proposal, the maximum expense would be $8K. Mr. Finnerty mentioned that he would like a review by the Finance Committee and that the results be presented in February.

 

COMMITTEE REPORTS

Finance:

Ms. Steines indicated that the Committee had not met since the last trustees meeting.

 

Executive Committee Actions:

Mr. Moats mentioned that there were no Executive Committee actions.

 

Facilities:

Mr. Coleman was not present for comment.

 

Shareholder Relations Committee:

Mr. Moulton mentioned a change of the meeting date to the first Wednesday of the month at 4:30pm in the Basebox, during the ski season. He mentioned that the Committee had expressed a continuing interest in having a Shareholder Directory. Mr. Moats questioned whether it was the role of the board to decide this question. He also wondered whether this action could be undertaken by a group independent of the board or management. A discussion ensued whereby it was the general consensus of the board that independent actions of the board that did not require Co-op resources or infringe on Co-op business were permissible. Mr. Moats also indicated that the question of whether to use Co-op resources should be asked of the President/General Manager, not the board.

 

A discussion ensued regarding how SRC comments would be implemented or approved. The SRC requested board approval for recommendations. Mr. Michl commented that the responsibility for “community” was management’s, not the board, and that the success of management in this regard would be assessed as part of the President/GM’s review. Mr. Moats reiterated this and reminded that the board did not direct management either. Mr. Michl suggested that the issue had never been resolved because all of the facts of a “community plan” had not been presented. The general consensus of the board was that researching the feasibility and cost of a shareholder directory was a good idea, and that the SRC needs to provide this information.

 

Mr. Monte reminded those present that use of the logo and name required approval and could not be utilized by an independent group without Co-op consent.

 

Election:

No formal meetings but members are working on developing a slate of candidates. Committee members are Deb Steines, Dot Helling, Paul Finnerty, and Ken Eaton but more members were welcome.

 

Board Development:

Ms. Steines submitted a “Roles and Responsibilities” document for board officers and committee chairs for inclusion in the minutes.

 

Personnel Committee:

Nothing to report.

 

20th Hole:

Nothing significant to report but meetings were continuing.

 

SHAREHOLDER COMMENTS

Mr. Kalkstein asked about what Board qualifications were being sought. Ms. Steines gave a general list of skills sought including but not limited to financial skills, business experience, etc. She reiterated that all candidates would be considered, regardless of the particular skills sought.

 

Mr. Heinzerling recommended the use of salt and pepper shakers, rather than packages of salt and pepper.

 

ADJOURNMENT

There being no further business to come before the board, the meeting adjourned at 7:34PM

 

Respectfully submitted, Leigh Michl

 

A true record.

 

ATTEST: __________________________________________

Leigh Michl, Secretary

 

Attachments

  1. Management Report
  2. Financial Report
  3. Roles and Responsibilities

 

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