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Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, January 8, 2011

 

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 8, 2011 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustee

Attendance

Trustee

Attendance

Bruns (Chair)

Present

Lange

Present

Elkind (Vice-Chair)

Present

Liu (Treasurer)

Phone-in

Godwin (Secretary)

Present

Lesure

Present

Hall

Present

Stetson

Absent

Jondro

Present

 

 

 

Also present were President Jamey Wimble and five SH’s.

 

5:04Call to Order

 

Trustee Bruns (Chair) called the meeting to order at 5:04 p.m.

 

5:04 Shareholder Comments (SHC’s)

 

None.

 

5:05Approval of Minutes

 

Motion

Made by

2nd by

Aye

Nay

Absent

Abstain

To adopt the minutes of December 11, 2010

Trustee Jondro

Trustee Elkind

7

0

1

Trustee Godwin

 

5:05 PMManagement Report

 

A brief discussion ensued about whether the management report should be Q&A only at future board meetings (as it used to be) to save time.SH’s would still be able to read the full report as part of the minutes.(Trustees Hall and Godwin clarified)

 

Operations

 

We managed to stay open during the holiday week with just a few inches of snow. The New Years Eve warm-up put a quick end to the week. Had it not been for that we would have made budget for the week. This left us with just the practice slope for the weekend and forced us to suspend operations for the week.We have scaled back to just the year-round staff during the week and department heads on for the weekend.

 

Other than the weather the only glitch we had during the holiday week was the loss of half of our credit card lines. Waitsfield Telecom responded quickly and we were back up in about 40 minutes. President Wimble has a follow up meeting with Waitsfield to minimize our exposure for this type of outage.

 

We have been making snow 24/7 since the thaw. We moved snowmaking back to the practice slope to make more space for the kids’ programs on the weekend. We have covered the lift line and have now moved back to the main mountain. Snowmaking should be finished up next week.Two people working all night can run the guns at about $150/hr total cost (labor and electricity).The plan is to run the Practice Slope on the weekend and shut back down during the week. The mountain is in bad shape and needs some good snow to get it back. Currently there are a couple of inches of fluff on ice, rock, and dirt.

 

The Ski School and Race departments did a great job last weekend with just the Practice Slope and Callie’s Corner to work with. Saturday had 125 kids show up for the first day of programs.

 

There are currently $32,000 outstanding in pledges for the Single Chair campaign. We have all of 2011 to collect this money. After that PTV will not be able to take money for the Single as the drive will be officially over. Next fall we will do a final mailing to collect the remaining money. Some people have told us that they will honor their pledge.

 

The Co-op website page will not change when the main MRG website page changes.That will be the next one to change, with a timeline of spring 2011.There is a 1000:1 ratio of hits on the home page vs. the coop shareholder page.Trustee Liu asked when the main page will go live – “very soon” – approximately around MLK weekend (addendum:it did).Trustee Bruns asked if the mountain will be able to manage SH expectations about a brand-new public page vs. an old SH page; President Wimble replied that there would be a message to SH’s to the effect that the SH page will be updated in the spring and that all content is up-to-date.President Wimble noted that management is looking at spending more money on web presentation; an effort to reduce expenses is responsible for some of the problems we’ve had with our web-based image.There is now a professional working in tandem with our volunteer to ensure a professional appearance.

 

Share Sales:

 

We sold four shares against a target of four for the month of December. We have sold fourteen shares YTD. The Co-op tendered eight shares in December for fiscal year 2009-2010.

 

Financials:

 

December financials were reviewed. December was not as bad as it could have been given the late start to the season and the New Year’s Eve shutdown due to the thaw. The Cooperative’s cash position is in good shape for this time of year especially given the New Year’s thaw.Expenses were kept down substantially by not running lifts. However, this will catch up with us if we do not get snow soon.Trustee Hall asked how this compared to last year; President Wimble replied that we are about $180K ahead of last year at this time.Trustee Bruns asked how many employees are affected when we’re not running lifts; President Wimble said it was about 75 full-time employees plus 50-60 in ski school (but they are mostly affected by weekends and still have the kids’ programs).Lifties and patrollers are taking the hardest hit.Trustee Hall asked what the minimum “burn rate” was per week (amount spent just to maintain closed status) – President Wimble said about $15K.Trustee Bruns asked if the full-timers were eligible for unemployment benefits; yes they are.Trustee Elkind pitched the idea that if there were any “summer-type” projects we need to get done, some employees could do to benefit both the mountain and the employees.President Wimble mentioned that retail store has done very well.

 

SHQ (Bleier):On December P&L, Co-op expenses and credit card service charges didn’t seem to match the decline in revenue; President Wimble explained that co-op expenses were for the board retreat and the CC charges were partly guesswork based on years past, which explains the discrepancy.More and more people are using “plastic” and buying online, so these fees will go up.However, it is a vital part of doing business in this day and age because it is so convenient for customers.Trustee Bruns also posited that the charges might be due to the increased revenue from General Store.It was also noted that President Wimble contracted with a different credit card processor last spring and substantially reduced the Co-op’s processing fees.

 

8:29 AMCommittee Reports

Finance Committee (FiC) (Trustee Liu)

 

The FiC had nothing to report.The next FiC meeting will focus on January’s P&L.

 

SHQ (Meier):How many SH’s are on the FiC and is that an effective number?Trustee Liu responded that it was about 8-13 on any given conference call and yes, it’s a very constructive dialogue.He finds that most people don’t speak unless they have something to add.

 

NHR Update (Trustee Bruns)

 

We received a paper-based version of a draft MRG NHR application from Prof. Bob earlier this week which will be scanned electronically to share with Trustees.  It is not small.Trustee Bruns is scheduling a meeting of our NHR sub-team next week to review the application and discuss Q&A for it so that we can speak more broadly to it for the rest of the Board.

 

Trustee Bruns has spoken with the Mad River Planning District (MRPD) regarding a grant to assist us with application and special museum-quality photography fees.  They have provided a grant application to us.Via the MRPD, Shareholder Ellen Strauss is an architect and shareholder familiar with this process who is willing to help us.  She has offered to help us with the state preservation board discussions as well as Q&A on the process.  She can also likely assist us in understanding/modifying the application if/as needed since the UVM student project is essentially completed.  Her fees will be estimated and included in the MRPD grant request.Trustees Stetson and Bruns ‚?™have a discussion planned to see if they can incorporate some of the NHR work into the Facilities Master Planning.  Ellen may be able to help in this regard.

 

The current intent is to submit a grant application to cover NHR application-associated fees to the MRPD by the end of January.  

 

Trustee Bruns noted that some structures, though less than 50 years old, are still historically significant because they were done in a similar manner to the older ones.The report includes recommendations that we include structures and trails from 1960-1972 which fall under that category.

 

Next steps:we’re going through a fact-checking process right now; several Trustees, SH’s, and President Wimble will be going through the document in detail to determine what further questions need to be asked.

 

Trustee Jondro asked if Board members should read the whole document once it’s out or just certain parts; Trustee Bruns clarified certain parts with option to read cover-to-cover.

She also suggested that Mary Kerr and Rick Moulton review the doc; Trustee Hall mentioned Ken Q.

 

SHQ (Appleton):Is the Basebox contributing?Trustee Bruns: yes, in the draft.

 

Trustee Godwin asked if there might be any relevance to Strategic Planning as well as Facilities Master Plan.Trustee Bruns said there might be; it’s probably more of a nice reference as we go about the SP revision process.Trustee Hall posited that it definitely has implications if we choose to pursue alternate revenue sources.

 

SHQ (Reynolds):Could the whole document be posted on the website?No reason why it couldn’t; Trustee Elkind cautioned that there should be a very clear statement to property owners that there are no properties owned by other parties included in the draft.Subgroup is still taking interested members.

 

 

Facilities Committee (FaC) - Trustee Stetson

 

Trustee Stetson was not able to be present but he has started to bring together a team of nicely qualified individuals to the FaC.He has a post on the SH Forum soliciting qualified members.Their main goal is to generate a Facilities Master Plan.

 

Strategic Planning(Trustees Elkind and Godwin)

 

One shareholder at the town hall meeting (Robert Wilson) responded that he would be interested in providing input into the strategic plan review.

 

Trustees Elkind and Godwin propose to create a Strategic Plan Review thread on the forum. The first post would contain the presentation from Saturday as well as a call for subcommittee members.They have also discussed an e-mail sent to the shareholder list as a way to recruit more people into the process.They will be actively recruiting people to round out committee membership starting next week.

 

Given the experience of previous review teams, they will reduce the number of in-person strategic plan review meetings of shareholders at the mountain to one and schedule this for March.

 

Trustee Elkind asked if any board members were interested; Trustee Bruns noted that he would like to participate as an observer.

Trustee Jondro pointed out that normally the November meeting is focused on the SP and adjustments to it; she proposed that it be left there as an “as needed” meeting but it could be done earlier and possibly eliminate the need for meeting in November.General consensus was that this could be a good thing.

 

Volunteerism (Trustee Lesure)

 

Our CapEx discussions will inform decisions about what projects would benefit from volunteer energy.Feedback from management and volunteers will also be studied to determine the scope and type of projects in future.

 

Executive Committee (EC)

 

The EC took no action this month.

 

Board Development Committee

 

Geordie Hall's term is up so we definitely have to fill one in-state position on the Board.

Liz Godwin's first term is up, and she has indicated she will run again for the out-of-state seat.

 

Betsy Jondro has not committed one way or the other. We should plan on having to fill that seat.

 

Candidates’ declarations of Candidacy are due by February 1, 2011.

Candidates’ bios are due by February 3, 2011.

 

The Board Development Committee is getting the word out by posters at the Mountain, and publishing in the ECHO and on the website.

 

A number of potential candidates have been identified, and are being approached. We have indication of interest on a few fronts, but no outright commitments at this time. 

We would like to stress to potential candidates that this is a vibrant and dynamic time for MRG. Obviously there are the day-to-day operations which require Board oversight, but we have had great guidance over the past few years, and MRG emerged from a fairly poor snow year last year with $180K of NOI. Looking forward, the National Historic Registration is an important and major project; the Board is also focusing on the future with a long term Master Plan being looked at by the facilities committee, a revisit of the Strategic Plan, and the examining of issues of sustainability.

 

The new election procedures we adopted include a video presentation of the candidates in lieu of the old tried-and-failed Candidates’ Forum. We are working with Eric on the details of how this will be implemented. We want to limit each presentation to a maximum of three to four minutes. We would ask the candidates to speak of their qualifications and experience which make them good candidates, and what they have to offer to the Cooperative. At this point, we believe we will allow the candidates to have free reign for the initial part of their presentation, and maybe full reign unless there are specific issues which the Board believes they would like to have the candidates address.

 

Trustee Hall noted that there were some set questions in the Candidates’ Forum that were asked of each candidate but those might be good to ask to be addressed in the candidate videos.

 

Trustee Godwin noted we could post a call for questions on the SH forum.

 

SHC (Appleton):Emphasized that the By-Laws are key; he thinks some questions should address the By-Laws’s so that candidates are encouraged to think about those.

 

5:58 PMAction Item Review (Godwin)

 

[see bottom of minutes for action items]

 

6:08 PMRetreat Action Item Review (Elkind)

 

What

Who

When

Status

1.Provide retreat documentation to Board.

Patricia & Jim

 

Done

2.Triage and recommend disposition of Parking Lot issues.

Jim, Liz, Gary

Feb 5

 

3.Analyze and review NOI trend and present to the Board.

Jamey

TBD

 

4.Develop a framework or template to address the NOI sustainability ideas. The framework should show the questions to be answered.Circulate to Board for review and comment.

Jim, Roy, Leigh, Jamey

Jan 29

 

5.NOI / Operations Sustainability Ideas – review and use output from #4 to address/analyze select NOI / operations sustainability ideas (not for 2010 season); present to the Board.

 

Jamey

 

TBD based on input from Jamey

 

6.Form a Board Committee to address the non-operational sustainability ideas.

Board

TBD

 

7.Revisit retreat documentation and confirm the progress at January Board meeting.

 

 

Pending Board input

8.Schedule follow-up meeting to review status of retreat conclusions and “parking lot” (??) items.

Jim, Liz, Gary

Nov 2011

 

 

SHC (Appleton):Isn’t sure you need to distill the matrix; what’s interesting about the documents is the variety.He thinks the experience was the main benefit vs. the documentation.Trustee Jondro noted that new members will need a more user-friendly set of documents, having not participated in the retreat.

Trustee Bruns noted that no policies or procedures were changed nor would they be without warning that as an action item in a regular board meeting agenda.

 

SHC (Bleier):when will these documents be available for SH viewing?The output from the retreat is in very raw format and not user-friendly right now.Trustee Bruns noted that there is some very good content from the meeting that could be valuable to others in future; yes we need to separate wheat from chaff, but it might be great fodder for the Board Development Committee to consider for new trustee orientation.

 

New Business

 

None.

 

6:34 PM Adjourn

 

 

Motion

Made by

2nd by

Aye

Nay

Absent

To adjourn.

Trustee Hall

Trustee Liu

8

0

1

 

 

Action Item (Responsible Party)

STATUS

Once volunteer effort is a bit more organized, resurrect Volunteers page on Coop web site (President Wimble)

Will happen in May.In process. Waiting for Oct 15 rollout of new site.Update:“very do-able” as per Wes by December 1.Pending Wes.President Wimble would like to revisit this idea; Trustee Hall thinks this could be integrated into the Forum.

Prepare for Strategic Plan review. (Trustees Elkind and Godwin)

In progress; will introduce to SH’s at January 1 Town Hall Meeting.Planning meeting scheduled for December 18th.Meetings ongoing.Completed.

Remind people to give input on S.P. (Trustee Elkind)

Deferred until after retreat.Completed.

Recruit for Facilities Committee. (Trustee Stetson)

In progress.

Develop calendar for SP review and topics for discussion.

In progress.

Sending an email to recruit potential new members of the Board. (Trustee Lange)

In progress.

Form a Board Committee to address the non-operational sustainability ideas.

New item.

Triage and recommend disposition of Parking Lot issues. (Jim, Liz, Gary)

New item.

Respond with input on the BoT “matrix” from the retreat.

New item.Due date Jan 15.

 

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