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Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, January 10, 2009

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 p.m. on Saturday, January 10, 2009 on the third floor of 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, and Bill Reynolds (Chair) were present.Trustee Schoenholz was absent.

 

Also in attendance were eleven shareholders [“SH’s] and President Jamey Wimble.

 

5:04 PMCall to Order

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

 

5:04 PMMinutes of December 13 and 27, 2008 (Action)

 

Motion

Made by

2nd by

Aye

Nay

Absent

To adopt the minutes of December 13 and 27, 2008 as written.

Trustee Finnerty

Trustee Jondro

8

0

1

 

5:05 PMShareholder Comments

 

SH Rocky Bleier asked if the committee minutes could be updated on the Co-op website. He also spoke of the value of having a positive outlook despite losing the holiday week.

 

5:05 PMManagement Report
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Per President Wimble, the mountain has had two shutdowns already; while this is tough on our employees, it is necessary for our fiscal survival.So far, we’ve been able to retain all employees.

Trustee Bruns asked if we would be able to find temporary employees in the event of full-time employee attrition; President Wimble was confident that we could.

 

Management did run just the Practice Slope for most of the holiday week to keep our kids’ programs running.President Wimble commended the Ski School and Race programs for their creativity in sharing such limited space.

 

We had to rope evacuate the Single Chair on December 22 due to a bolt breaking on the guide sheave assembly. All skiers were evacuated in 1 hour, 45 minutes; the state requires it to be done in two hours. We handed out several half-day vouchers. Most people were just thankful and complimentary on how professionally we got them down.

Trustee Hall commented that the support from the public, our staff, and the ski school made the ski patrol’s job possible during the evacuation.Skiers even volunteered to escort beginner skiers down the Chute!

 

Trustee Bruns noted that the wobble seems to be gone on the Single.

 

 

Ticket revenue was down 74% for the month of December but the retail shop made budget. Thus far, taking over the ski shop has proved to be a good move.The Mad River Glen Book “A Mountain Love Affair” (“The Book”) has had a strong start with nearly 600 books sold already.

 

The Ride Share program is being utilized. We are seeing three or four correspondents a day with people trying to car pool.

 

There is $48,000 still to be paid in 2008 Single Chair Campaign pledges and about $4,000 from 2006 and 2007.The economy might be affecting outstanding pledges.

Those who have not yet fulfilled pledges for 2008 have given feedback that they do not want to be reminded again.Trustee Reynoldsasked whether these are mostly small donors or a few large donors.President Wimble believed that it’s mostly the smaller donors.

Trustee Bruns asked about the status of the maintenance fund – President Wimble said that if all pledges come in, the maintenance fund is reduced to about $50K.

Trustee Hall asked whether the economy was responsible for the four share tender requests in December – President Wimble said no; they were other causes such as estate liquidations.

 

5:25 PM Financial Report

 

December financial numbers are down.A full shutdown is sometimes the best way to save money during very poor skiing conditions.

Trustee Bruns said that we are 25% over budget for the year with respect to insurance and property tax – President Wimble said that an adjustment has been made; it’s due to timing of various expenses in different months.Co-op expenses are up because we paid insurance in December.

The marketing expense jump is due to marketing efforts surrounding “The Book.”Trustee Hall wondered what our take is on “The Book;” once we hit 1000 sold, we make a profit.

Trustee Godwin asked if next year’s budget numbers would be changed to reflect the performance of the retail shop relative to ticket sales.

President Wimble noted that the Finance Committee and he have been discussing Plan B extensively, and that’s what we went to during Holiday Week.He compared our current cash position to those of previous years, but noted that those don’t include the first ten days of January, which were not yet factored in.If we only were to break even for the rest of the season, our cash balance would reach zero by August.If we were to come in on budget from here on out, we would still end up with a cash balance of about $400K.

Trustee Bruns asked if the zero balance scenario included capital expenditures;President Wimble said that $100K was indeed budgeted for that in that scenario.

Trustee Godwin asked for clarification regarding whether that would include boardwalk I-beam summer work; yes it would.

Trustee Hall asked how much more bad weather we can take and still break even; President Wimble said that 2006 was disastrous until Presidents’ Weekend, so there is hope.February and Presidents’ Day Week helped immensely.“It’s amazing how well we can bounce back….We literally had an entire ski season in six weeks.”March has also helped us break even in the past.

Trustee Bruns pointed out that next week is projected to be very cold and asked if we anticipate some alternative operational scenarios for a low-snow, few skiers situation.Luckily, it’s supposed to be warmer next weekend.

SH Bob Rogers said he’s still getting some first-time contributions for the Single Chair Campaign – he suggests putting up signs that it’s not too late to get one’s name on the All-Donor Plaque.Trustee Hall responded that we’re not doing any pro-active marketing now, but that we have posted a list of chairs that are still unsponsored and that Marketing Director Friedman usually puts a notice in the Echo to that effect.He asked if Mr. Rogers had any suggestions for other ideas, to which he mentioned signs in the Basebox.President Wimble noted that we might be doing this type of campaign again at some point in the future and didn’t want to burn up good will.Trustee Hall noted that a touch more visibility might be good but cautioned against anything very significant.

 

 

5:40 PMNational Register of Historic Places

 

Trustee Reynolds noted that we’ve been doing some research as a Board on this topic.The plan had been to have some speakers at this meeting but they were unable to attend, so we will do a presentation at the Feb. 14th meeting.At that point, the Board will be looking at the potential of authorizing a ballot item regarding NHR listing.Trustee Reynolds reported that theHistoric Preservation officer from the Agency of Commerce and Community Developmentstated that, from an Act 250 standpoint,listing would have very little downside to the Co-Op with respect to increased restrictions regarding the alteration of structures in the district or outside the district.The Historic Preservation officer told Trustee Reynolds that MRG is definitively historic and that has already been determined.Therefore, if there were to be significant changes made to our infrastructure, there would likely be Act 250 scrutiny anyway, regardless of our listing status.Trustee Reynolds has asked SH Ron Shems (respected local attorney with expertise in Act 250) to lend his expertise to this.

Our other option besides NHR is an alternative mode of recognizing the significance of the Single.Trustee Appleton has long believed that the Single should be on the NHR and noted that the Fayston zoning regulations don’t say anything about NHR listing.On the other hand, he recognized that there may not necessarily be a strong consensus for it, so he looked into alternatives, including the Association of Mechanical Engineers’ (ASME’s) program called Historic Mechanical Engineering Landmarks.We could submit the Single to be recognized by this association as a historic engineering landmark.Mount Washington’s cog railway is on this list.Perks of listing would include a plaque presentation and a brochure being created about the Single.Trustee Appleton believed that it would be a great option to recognize our lift’s place in history. The “strings” are that once a nomination is submitted and approved, a ceremony to present the plaque must be conducted by the nominators and done in accordance with the ASME’s 44-page ceremony guide.More information can be found at ASME’s website,www.asme.org.

SH Phil Wagner said that what we have does not include the diesel engine, and has no original material besides the towers, so this may or may not count as the original vs. a replica.President Wimble responded that we have had some experience with this type of situation with Preservation Trust of Vermont and our covenant with them; we built in contingencies that would allow us to treat the Single as a “living machine” and operate normally while maintaining its historic status.

SH Rocky Bleier asked whether a decision on NHR listing would be a Board vote or presented to owners.Trustee Reynolds asserted that it would be presented to owners.Trustee Bruns asked for clarification as to whether it would be a binding or straw vote and advocated picking one prior to next meeting.Mr. Bleier joked that perhaps the quad urinal could be nominated for something!

Trustee Appleton asked what the deadline is for deciding what questions go on the ballot for Annual Meeting; it must be decided by the February meeting.

SH Leslie Rose noted that while there may be some restrictions, listing could create a situation for us where our land holdings are not worth as much, thereby lowering our taxes.She volunteered to look into it and be a liaison between MRG and other organizations.

SH Christian Beckwith (?) asked about HABS/HAER(The Historic American Buildings Survey (HABS) and the Historic American Engineering Record (HAER).

President Wimble said that MRG is alreadylisted on HABS/HAER.

SH Rocky Bleier pointed out that nothing precludes all three listings.

Trustee Finnerty noted that a recent Barre newspaper article stated that the present VT state government considers “cultural historic tourism” to be on the decline. The state is concerned due to lower visits of historic sites; he cautioned that listing might not increase business to the ski area.

 

 

6:00 PMOther Committee Reports

 

Board Development Committee

 

Trustee Finnerty noted that we are looking for candidates to run for Board.Trustee Appleton and Trustee Finnerty are term-limited, so there are two open in-state seats uncontested by an incumbent.Trustee Schoenholz is still undecided about running for re-election.Trustee Finnerty reiterated that we would love to hear from interested parties!The Candidates’ Forum is Saturday, February 21st.The deadline for declaring candidacy is Feb 1st. Trustee Hall asked if anyone in the audience was interested.SH Ken Frey noted he would like to run.

 

Finance Committee (“FC”)

 

Per Trustee Bruns, the FC will be meeting at the end of January or in early February to work with President Wimble on “Plans B, C, D,” etc. – our operating parameters for various scenarios.Trustee Hall advocated being creative now with regard to cutting back on operations and not waiting until March.He noted that lift “flip-flopping” [running either the Double or the Single but not both] was very effective last year.

Capacity Analysis Data Collection is still a work in progress but Trustee Bruns thanked all Board members for their input.

 

Executive Committee (“EC”)

The Executive Committee took no action this cycle.

 

 

 

Final Comments

 

President Wimble informed the assembled that SH Sue Olsen had passed away and will be missed.

Trustee Finnerty asked about the Suggestion Box.The key to the box was temporarily misplaced so the suggestions will not be available until our next meeting.

Trustee Appleton noted that new sound system has two big Bose speakers.System has a compressor that takes out the highs and lows which blow speakers.

SH Rocky Bleier recommended that we advertise the Board seats on the listservand wanted to reiterate comments from the Town Meeting, commending the transparency of the current Board and Management.

 

 

PMAdjourn

 

Motion

Made by

2nd by

Aye

Nay

To adjourn.

 

Trustee Appleton

Trustee Finnerty

8

0

 

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