Mad River Glen Cooperative
Board of Trustees Meeting
Minutes - Saturday January 13, 2007
After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:07 p.m. on January 13, 2007 on the 3rd floor of the Basebox at Mad River Glen Ski Area (â€œMRGâ€) in Fayston, Vermont.
Trustees Jay Appleton, Paul Finnerty, Jed Kalkstein, Bill Reynolds, Steve Mackenzie, Geordie Hall, Rick Moulton and Eric Schoenholz were present.Â Trustee Mary Schramke was absent. Also present were staff members President Jamey Wimble, Marketing Director Eric Friedman and Administrative Manager Sharon Crawford, and several shareholders. Â
CALL TO ORDER
Jay Appleton, chair, called the meeting to order at 5:07 p.m.
APPROVAL OF MINUTES
Upon motion duly made by Geordie Hall and seconded by Steve Mackenzie it was unanimouslyÂ
Voted: To approve the minutes of the December 9, 2006 board of trusteesâ€™ meeting.
Upon motion duly made by Geordie Hall and seconded by Paul Finnerty it was unanimouslyÂ
Voted: To approve the minutes of the December 30, 2006 Shareholder Town Meeting
NEW MEMBER OF SINGLE CHAIR CAMPAIGN COMMITTEE
Geordie Hall introduced Betsy Jondro who will be a new member of the Single Chair Campaign Committee.Â Ms. Jondro is a homeowner and member of the Amateur Ski Club.
Robin Bleier complained that the minutes are not being timely posted, that committee meetings arenâ€™t being announced in advance and that committee meeting minutes arenâ€™t being posted with the exception of the finance committee.
Eric Schoenholz responded that the Single Chair Campaign Committee has not held public meetingsÂ due to the need for confidentiality as donorâ€™s names and amount of donations are discussed during these meetings.Â Geordie Hall commented that the Single Chair Campaign Committee newsletter has all the pertinent information regarding recent developments in the campaign.
MANAGEMENT REPORT Â
Rick Moulton advised that he had received two phone calls from shareholders complimenting the way the President Jamey Wimble had managed the cooperative during this recent spell of unseasonably warm weather.
Geordie Hall commented that core office group of Jamey, Eric Friedman and Sharon Crawford should be commended for their excellent work during this difficult time.
Jamey responded that the folks who really deserve the credit are the employees who have been laid off.Â Jamey advised that we need a decent snow but as soon as there is sufficient base the main mountain will open. Â
Steve Mackenzie advised that he had heard from shareholders that they would patronize the bar even if the mountain wasnâ€™t open, Steve asked whether management had considered having the bar and restaurant open for dinner.Â Jamey responded that they have tried this in the past without success.
Jamey reported that the new prototype of the singe chair has arrived but it canâ€™t be displayed because it doesnâ€™t fit the display stand.Â Lu Putnam commented that the prototype is down in the garage and she would be happy to show it to anyone who drops by the patrol shed.
Bob Rogers asked why a variance was needed for the new single chair.Â Jamey responded that single chair safety bar doesnâ€™t meet ANSI code requirements because it opens with forward pressure, thus the need for a variance.Â He has been given a verbal assurance that the variance will be granted.
Robin Bleier asked about whether the new single chairs will have a pole hook.Â Jamey responded that there is no pole hook on the prototype and that there may be a liability issue with regards to welding a pole hook on to the chairs. Â Jamey is looking into this issue.
The management report is attached for reference.
Geordie Hall asked about the Cooperativeâ€™s cash position. Jamie reported that the Cooperative has $192,000 in the bank.Â When the first check from PTV is received, $175,000 will go to pay back the amount taken for the Single from the operating budget.Â The Cooperative currently has $200,000 in debt associated with the single chair project.
Steve Mackenzie commented that the Cooperative has money in the bank right now and it could be much worse but management has done an excellent job keeping expenses low.
Geordie asked about the cash flow situation.Â Jamey advised that the Cooperative expects a payment of $300,000 from PTV next week.
Lars Bruns asked about the increased expenditure for insurance and property tax as reflected in the spread sheet.
Jamey advised that the discrepancy was due to timing of the payment as Cooperative had a lump sum payment that was larger than was budgeted for through December.
Peter Regan asked Jamey to provide a summary review of the Cooperatives financial situation starting from 2005.Â Jamey advised that the Cooperative had a $400,000 surplus going into 05-06, a $173,000 operating loss this past season, a payment of $100,000 to C-Tec for the single chair and $74,000 worth of electrical work done in the base area.Â This season the Cooperative is way behind on cash flow but as long as it snows in February and March the Coop could break even.Â Jamey reported that the Coop has a $900,000 line of credit with the bank and he has a verbal commitment from the bank that the line could be increased to $1.5 million at the same interest rate.
The financial report is attached for reference.
SINGLE CHAIR CHAMPAIGN UPDATE
Geordie Hall reported that the Single Chair Campaign has received $650,000 in pledges, that 13 of the 18 towers have been spoken for leaving only 5 towers available for naming rights and 8 â€“ 10 chairs has been reserved.Â Geordie advised that tower number 2 will be named in honor of Howard Martin and that the Fiorenza family is going to name tower 3 for Kaye. Â
Past and present members of the MRG Ski patrol have pledged $220,000 and the homeowners have pledged $80,000.Â Geordie also reported that Lars Bruns plans to have a single chair booth at the farmers market this summer. Â The campaignâ€™s next goal is to raise one million by Easter. Â
Ken Eaton asked how much of the money pledged has been paid in cash.Â Eric Schoenholz responded that the PTV and SMF have received $384,000 in cash.Â When the funds are transferred to the Coop they will be used to pay back the $175,000 to the operating budget of the mountain and $200,000 to the bank.Â The strategy will be to pay down the debt as quickly as possible. Â
Eric Schoenholz reported that 158 people have contributed to the campaign thus far.Â To date the cooperative has not received any money from foundations but that is being pursued.Â Anyone with information about foundations was encouraged to contact Al Russell.
Bob Rogers commented that if only 158 people have contributed that means that less that 20% of the people who have voted for the single chair have donated.
Jay commended Bob for the work he has done on behalf of the single chair campaign even though he was originally a double chair supporter.
Peter Regan suggested that the Board provide more information to the shareholders on the financial condition of the cooperative, as he believed that if people knew the situation they would be motivated to contribute.Â Jamey responded that management is planning to send out a letter to the shareholders on the cooperativeâ€™s financial situation.
Vivian Branchofsky asked whether contributors would get their donations back if the Cooperative went under. Â Geordie responded that the single chair is protected by the covenant between PTV and the Cooperative so that even if the cooperative ceased operations and another entity purchased the mountain the single chair would continue to be protected for at least 25 years. Â
Eric Schoenholz reported that the Finance Committee has looked at the financial condition of the cooperative and at this point continues to recommend that redemptions be suspended.
Paul Finnerty proposed that the Board revisit the redemption issue at the March meeting.Â
Upon motion duly made by Paul Finnerty and seconded by Steve Mackenzie it was unanimouslyÂ
Voted: To task the finance committee toÂ review the redemption suspension issue prior to the March meeting so thatÂ the Board can revisit the redemption suspension issue at the March meeting.
Administrative Manager Sharon Crawford requested that the Board send a letter to all shareholders who are requesting redemption explaining the situation.Â Jay Appleton agreed that this would be done. Â
TRANSFER OF COOPERATIVE SHARES
Jay Appleton summarized the issue regarding transfer of cooperative shares.Â Jay proposed that the Board consider whether it would be appropriate to make it easier for shareholders to transfer shares.
Rick Moulton stated he was in favor of loosening the restrictions on transferring shares citing as an example a recent letter of a shareholder who wanted to transfer her shares to a friend.Â Rick thought that allowing this transfer would be beneficial both to the shareholder and the cooperative because the coop would continue to receive an APR.
Bill Reynolds asked if anyone was aware of why the cooperativeâ€™s transfer policy was so restrictive. Â
Deri Meier advised that he believed the by-laws restrict the transfer of Cooperative shares so as to avoid creating a market for the shares, which could be illegal under coop law.Â Deri suggested that the Board consult with legal counsel before moving to change the by-laws regarding transfer.
Steve Mackenzie stated that it was his understanding that a transfer without consideration would not create an illegal market for the shares. Â Steve suggested that one way to address the transfer issue would be to loosen up the definition of immediate family.Â
Jed Kalkstein stated that the cooperative needs to be very careful about changing the by-laws regarding share transfers as there are many market uncertainties to be considered.
Jay Appleton recommended that the discussion be tabled until after the Board receives an opinion from Coop legal counsel.
Robin Bleier asked about the difference between termination of ownership and share redemption.Â Finnerty provided Robin with an explanation of the difference.
Dot Helling asked if it was possible to convert a share into a preservation certificate and then transfer the preservation certificate to an entity such as the Green Mountain Club. Â
Jay responded that it was possible to convert a share to a preservation certificate but it was not clear if ownership of a preservation certificate could be transferred to an entity.Â Jay advised that the counsel will be consulted and that the executive committee will review these issues.
MRG SKI PATROLLER JERRY CAIN
Geordie Hall reported that former MRG ski patroller Jerry Cain passed away this morning.
Executive Committee â€“ no action
Finance Committee â€“ as reported earlier
Single Chair Finance Committee â€“ as reported earlier
Board Development Committee â€“ Bill Reynolds reported that Steve Mackenzie had agreed to take on the responsibility of running this yearâ€™s elections and that anyone who wanted to propose questions for the election forum should contact Steve.Â Reynolds provided a summary of the election calendar as follows:
February 1, 2007 â€“ Deadline for candidates to declare that they are running for the Board.
FebruaryÂ 8, 2007 â€“ Resume/bio statements due to the Chair from all declared candidates.
FebruaryÂ 10, 2007 (Saturday) - Board meeting where slate is approved; slate is posted immediately on list serve.Â Election Committee Chair notifies any potential candidates not nominated that they have until 4:30 p.m. on Saturday, February 17 to submit a petition to be on the printed ballot, to submit a bio and to indicate their intention to participate in the candidateâ€™s forum. Â
February 16, 2007 - Nominated candidates must notify Election Committee Chair if they choose to drop out and not be on the ballot, any changes to the approved slate will be posted on the list serve.
February 17, 2007 (Saturday) â€“ Deadline for petition candidates to submit petition, bio and indicate desire to participate in forum â€“ 4:30 p.m.Â Candidate forum to be held 5:00 â€“ 7:00 p.m., 3rd floor basebox. Â
April 7, 2007 â€“ Annual Meeting and elections.
Robin Bleier wanted the Board to consider a way to have an on-line petition on the list-serve.
Jay Appleton advised that the Board would examine whether such a process would be feasible.
Robin commented that he is concerned the Board is distracted by the single chair campaign; he believes that the Cooperative needs to look at other ways to bring in income.
Finnerty responded that at the strategic planning meeting in December the Board had decided to implement a long range financial planning component as part of the strategic plan. Â
Bill Heinzerling asked Jay if the Cooperative had signed off on the covenant with PTV yet.Â Jamey responded that he expect to sign off on the covenant as soon as we have received cash from PTV.
Bill Heinzerling advised that he did not like the turquoise colored paint job on the ski racks; he would like to have seen them painted the same color as the basebox.
There being no further business to come before the board, the meeting adjourned at 6:31 p.m.
Respectfully submitted, William B. Reynolds
A true record.
William B. Reynolds, SecretaryÂ
a. Management Report
b. Financial Report