MAD RIVER GLEN COOPERATIVE
BOARD OF TRUSTEES
MINUTES OF MEETING – Draft
January 14, 2006
After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:05 PM on January 14, 2006 on the 3 rd floor of the Basebox at Mad River Glen Ski Area in Fayston , Vermont .
Trustees Jay Appleton, Paul Finnerty, Steve Mackenzie, Deb Steines, Geordie Hall, and Rick Moulton were present; Mary Schramke was present on the phone. Jed Kalkstein and Bill Reynolds were absent. Also present was President Jamey Wimble as well as several shareholders.
CALL TO ORDER:
Jay Appleton called the meeting to order at 5:05 PM .
APPROVAL OF MINUTES
Upon motion duly made by Steve Mackenzie and seconded by Geordie Hall, it was unanimously
VOTED: To approve the minutes of December 10, 2005
Upon motion duly made by Steve Mackenzie and seconded by Geordie Hall, it was voted to
VOTED: To approve the minutes of December 30, 2005 .
Deb Steines and Rick Moulton abstained; they were not present at the December 30 th meeting.
Steve Mackenzie suggested recording minutes and posting the recording to the list serve. It was agreed to try this for the February meeting.
Shareholder Comments - No comments
The Management report is attached for reference.
The basebox is open for private parties and can be booked in advance, we profit from the rental of the base box and the sale of the bar.
We are currently $100k behind budget and if we were to make the rest of the season on budget we’d break even. Compared to last year we are even with the income reported at this same time in 2005. We have currently spent $15k towards the single chair capital campaign.
Deb Steines asked Jamey to discuss the handling of the Single Chair Campaign finances on the current income statements with our accountants to determine how best to handle.
Single Chair Rebuild Update
The engineering continues, the sandblasting and painting of the towers will be more than originally budgeted. Currently C-Tec is committing to a contract price of 1% more than the CPI, Jamey is targeting a flat CPI. Total cost is now $1.53, but does not include the electrical lines that could be done in 2006; these lines need to be done and is not dependent on the single replacement. Current estimates for the single are now $1.7 to $1.8 including Administration and electrical work.
Single Chair Campaign Committee Update
Geordie Hall, the Chair of the committee provided this update:
The SCCC is responsible for the entire campaign; they are recommending a sub-committee that will be called the Single Chair Campaign Steering Committee for the fundraising portion only. There also needs to be leadership phase to this campaign, needed to identify large potential givers to build the momentum in the campaign. The focus of the Steering Committee is focusing on this portion at this time. There is also the possibility for ski clubs to form their own committees to solicit their members. Right now the committee is identifying the individuals with the potential for leadership gifts of $25k or more; no donations are expected yet but contacts are being made to anchor the campaign. PTV (Preservation Trust of Vermont) and SMF (Stark Mountain Foundation) are still being worked with for tax-deductible contributions; the committee is working on potential covenants these organizations will expect. The leadership timetable begins now; hope to be halfway through this phase by the annual meeting in April 2006, with a general rollout at Green and Gold 2006.
Rick Moulton commented that this covenant is a guarantee that the work being done now is for the future; these covenants are not negatives but positives and need to be looked at that way. The covenant – the target is to have the PTV something by early February when they have their annual meeting on Feb 2. If the PTV agrees we could then bring the suggested covenant to the MR board meeting in February. The committee is working on the terms of this covenant now and is near agreement within the committee. All the details need to be covered in a memorandum of understanding. There are 25 and 50-year covenants being discussed. Jay Appleton commented that he is anticipating sending a hard copy letter to all shareholders concerning this possibility outlining the details.
Shawn Kalkstein, a shareholder in attendance, cautioned the committee should have all the details worked out prior to going to the shareholders for comment. He also questioned whether the details of the giving pyramid would be published; Geordie commented that it would be published when details are completed and the timing is appropriate.
Doug Smith, a shareholder in attendance, suggested the committee also give the shareholders details about what a covenant is, who is PTV, any background that would be informative to the shareholders.
Bill Heinzerling, shareholder, questioned what the difference is between a covenant and an easement. Steve Mackenzie stated that easements run with land and are attached to land and run in perpetuity; covenant can be attached to anything and have a specific period of time. Geordie stated that the details are what matter not what it is called. The board can enact this covenant and does not need to go to the shareholders for approval.
Penny Parson, shareholder, commented that the covenants are necessary to assure potential donors that the SMF goals of preservation are protected. The interests of the potential partners are protected.
Mary Schramke asked whether there would be a bond offering or other potential opportunities for funding. Jamey stated that at this time it does not appear necessary. The current bonds pay in cash, mad money, or APR funding.
Geordie stated we are in the leadership phase, and a campaign manager has been hired. Anyone in the committee should bring forward names to the committee or the campaign manager, Glinda Mckinnon.
Executive – Jay Appleton reported that the committee approved one share redemption due to a financial hardship.
Finance – no action.
Facilities – Rick Moulton commented that the policy on homeowner’s easements did not include any language that would cost the co-op. It addresses our concerns, and legal fees would be the responsibility of the requestor. The committee does not recommend any changes, and recommends the adoption of the guidelines including the formula. Jamey Wimble stated that the fees associated with the general guidelines would be removed from the fees that the Schoenholz’s paid within the next two weeks.
Board Development – Paul Finnerty is looking at bylaw 9.1 to determine what is required to increase the number of shareholders from the 2,000 shareholders number currently in our by-laws. We currently can have 2,000 shareholders with 3,000 shares per our by-laws; there are currently 2041 shares sold, and 1786 shareholders with 105 preservation certificates. The concern is that while the existing 959 shares could provide funds for the replacement of the single it would dilute the membership if they were to additional shareholders. Paul suggested we should consider increasing the number of shareholders but not the number of shares sold. The question is how many additional shareholders would be appropriate and it should be on this year’s ballot. We should also discuss whether to increase the cost of the shares as the value of the co-op has increased. The last time the share price was increased was 7 years ago from $1500 to $1750. Shares that are redeemed at the face value, not the current value but they can be re-sold by the co-op at the current rate. The board asked Paul Finnerty to discuss a by-law change with Eric Friedman, the Marketing Manager to determine the number of shareholders to recommend.
Personnel – no action. Will discuss personnel policy in executive session today.
20th – no action.
Shareholder Relations – there was a social half-hour before the annual meeting. Geordie stated shareholders commented that the appetizers were on the skimpy, cheap side. These socials need to be at 5:00 PM due to the volume of skiers in the lodge.
Shareholder Comments – no additional comments.
The board adjourned to executive session at 6:45 PM.
The board came out of executive session at 7:10 PM.
There being no further business to come before the board, the meeting adjourned at 7: 10 PM .
Respectfully submitted, Deb Steines
A true record.
Debra Steines, Secretary