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Board of Trustees Meeting: January 9, 2010

Board of Trustees Meeting

Minutes –Saturday, January 9, 2010

 

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 9, 2010 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustees Lars Bruns (Treasurer), Jim Elkind, Liz Godwin (Secretary),Geordie Hall, Betsy Jondro,Jed Kalkstein (Vice-Chair),Gary Lange,and Bill Reynolds (Chair) were present. Trustee George Lesure was absent. President Jamey Wimble was also present. There were seven shareholders (“SHs”) in attendance.

 

5:07 Call to Order

Trustee Reynolds called the meeting to order at 5:07 pm.

 

5:08 PM Minutes of December 26, 2009 (Action)

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To adopt the minutes of December 26, 2009 as amended

Trustee Jondro

Trustee Lange

7

0

Trustee Godwin

 

5:08 Shareholder Comments (SHC’s)

 

SHC: Lu Putnam commended the grooming so far this year. She hoped that snow could be made on S-turn because it’s such an essential route to the bottom for beginners and patrol sleds.

SHC: Gail Turnernoted that there have been more families here over the past few years. Trustee Reynolds commented that the Family Mad Card has helped to draw people here and he commended management for implementing that program. Trustee Jondro noted that the ski school and racing program were also big draws.

SHC: Rocky Bleier asked that the archived minutes be scanned and placed online.

 

5:12 PM Management Report

 

Operations:

 

A transformer that feeds the Birdland lift blew on December 24. Management was able to find one through Green Mountain Power and had the new one up and running that night. The total cost is not yet known, but it will not exceed $5K, as our insurance will kick in. To date, it has cost $1800.

 

We appear to have had a Christmas week similar to that of ski areas in the rest of the state: a slow start at Christmas progressing to a solid New Year’s. Christmas was very low-revenue last year so this year was an improvement.

 

We have some touch-up snowmaking to do, but we are doing it sparingly to keep our electric bill down.

 

President Wimble reported that he is in the process of renegotiating our lease with AT&T. They want to add some equipment that is outside the scope of the original contract. We will be amending the rent payment for an additional $400 per month for a total of $2,050 per month. Trustee Hall commended President Wimble for being able to raise the price of the contract, given that AT&T originally had been looking to reduce their payments. Trustee Reynolds asked what the new equipment would entail; President Wimble replied that it would be a small dish. SH Penny Parson commented that it would enable 3G technology on the mountain. Trustee Kalkstein asked if Sugarbush had Verizon on their mountain. President Wimble replied that they did have it but were having some problems with their system. President Wimble is also still in touch with Verizon, but that transaction would not likely take place until 2011. Trustee Hall asked if Verizon was proposing any structures that we would find intrusive. President Wimble replied that originally Verizon wanted their own building, but talks have not progressed yet regarding that.

 

Share Sales:

 

We sold four shares for the month of December and seven YTD. We have seventeen on the tender list. We sold nineteen shares FY09, so we could redeem each of the seventeen. Total cash out would be +/- $25,000.

 

Financials:

 

December started off late but finished solidly. We were $60K behind budget for the month and are $40K behind YTD. Our cash position is good with $775K in the bank at this point. We have $66K left on the Single mortgage that we hope will be paid off by next month as the 2009 pledge payments come in. We are aware that Preservation Trust of Vermont (PTV) has about $86K on account right now so in theory, we can pay off the mortgage. We still have over $23K of pledges due, so we will be able to have a maintenance fund. Trustee Elkind asked whether there are restrictions on said fund; Trustee Bruns and President Wimble answered that the only restriction is that it must be used for the Single Chair (SC). Trustee Reynolds asked what the Single’s maintenance costs were per annum; President Wimble replied that the costs have dropped considerably since refurbishment, but that it’s hard to estimate because expenses tend to be one-time and “big ticket” items. Trustee Bruns asked if SC maintenance fund money could be used to pay VT Tramway fees in the event that we decided to run the SC during off-season for weddings and other events. President Wimble said that PTV had specified that the funds could be used for a variety of costs associated with running the Single. Trustee Hall stated that he and SH Deb Steines would start working one-on-one with people who had defaulted on pledges so far.

 

SHQ: Rocky Bleier asked about day tickets being 60% of budget while other service departments were higher than that. He wondered what the percent increase in prices of goods in the Basebox was in order to account for that. President Wimble replied that he couldn’t say offhand what they were but it was above “break-even” compared to last year. Trustee Bruns noted that we had been below market prices for food, and President Wimble followed up by noting that cafeteria numbers had been low before this year.

 

5:34 Share Redemption (Action)

 

President Wimble asked if the Board wished to waive the administration fee for the SHs who had been waiting to tender shares this past year. This had been done in FY 2008 as a result of the SHs having waited over two years for redemption and also due to the drop in book value per share that occurred during that time. General agreement on the Board was not to waive the fee as that was a one-time occurrence due to special circumstances.

 

Motion

Made by

2nd by

Aye

Nay

To accept the Finance Committee’s recommendation to redeem all outstanding shares from FY08-09.

Trustee Kalkstein

Trustee Jondro

8

0

 

5:41 Single Chair Capital Campaign (SCCC) (Action)

 

Trustee Reynolds gave background information on the Memorandum of Understanding with PTV, which ends the SCCC on January 31, 2010. Because we’d like to continue to allow SH’s the opportunity to donate to the campaign throughout this season, we are proposing extending the campaign until April 15, 2010. Trustee Hall checked with SH and Stark Mountain Foundation (SMF) President Penny Parson (in audience) that SMF was okay with this; SH Parson replied that SMF would just need a written communiqué to that effect.

Trustee Hall noted that the next Echo would be focusing on informing SHs that this will be the last chance to donate and get recognition. SH Parson asked whether the list of available chairs could be corrected to note that the “Magnificent Twelve” chairs were not available.

 

 

Motion

Made by

2nd by

Aye

Nay

To amend the Memorandum of Understanding with PTV to extend the date for receipt of charitable contributions to the SCCC from Jan 31 2010 to April 15, 2010.

Trustee Reynolds

Trustee Elkind

8

0

 

 

5:47 PM Committee Reports

 

The Executive Committee took no action this month.

 

The Environmental Sustainability Committee (ESC) report was delivered by Trustee Elkind (Chair). Their first phone meeting was January 8 with seven of eight members phoning in for an hour-long discussion. Priorities such as fixing air leaks in buildings were discussed. Committee membership is all but set, and the next task is developing awareness of efforts that skiers can make to be more “green” through education/PR. Trustee Bruns asked SH Parson if it would be possible to discuss funding, ideas, and implementation with SMF. She replied that her impression was that the ESC’s focus would be structures, whereas SMF’s focus was on the forest and ecosystem. She wasn’t averse to discussing initiatives, as long as they remained focused on the mountain environment. Trustee Bruns commented that he greatly supported collaboration between the ESC and the SMF, as both were comprised of dedicated environmentally-conscious people. He saw it as a great opportunity for alignment of goals.

 

The Board Development Committee report was given by Trustee Jondro. She would like to solicit volunteers to help with elections. There are two very large “shoes to fill” this year as Trustee Reynolds and Trustee Kalkstein are both retiring from the Board. Trustee Bruns is up for re-election (contrary to the beliefs of Trustee Emeritus Paul Finnerty).

Trustee Reynolds reiterated his request to Trustees to recruit at least one person each who we think would be a good addition to the Board. This needs to happen by the end of January. Trustee Bruns asked whether there were concerns about the tight timelines. Trustee Jondro stated that bios are due by February 15th, with the Candidates’ Forum on February 20th, and a March 1st mailing to SHs.

 

SHC: Mr. Bleier advocated for at least a week’s time to allow people to look at the slate of candidates and make decisions about whether they themselves would run, based on that slate. People might see a weak slate and be inspired to run. Trustee Jondro said that the By-Laws provide for a week from the reading of the slate for other candidates to come forward. In order to provide bios earlier, we’d have to move the February Board meeting up a week.

 

The FC met via conference call on January 7. Trustee Bruns (FC Chair) reported that Christmas week started slowly but finished much better than it had initially looked to be. We were about even with other VT areas. At some point on New Year’s Day, the Double was the only lift running in the Valley. Service departments are doing very well. The FC discussed the December and YTD financials and paid special attention to snowcats, on which we’ve had to spend $15K. The MRG office staff rates each operational day on a scale of 1-5; most days have been 2-3’s so far. Day ticket numbers are down, but other departments are up. One of the conclusions of the FC was that we have a strong correlation between expenses going up with revenues and vice versa. They also discussed share redemptions and reviewed By-Laws, and recommended that we should probably redeem shares that are pending. Trustee Reynolds asked if “Dr. Doom” was in favor of redemptions; Trustee Bruns replied in the affirmative. Trustee Reynolds thanked the FC and Trustee Bruns for their continued efforts on behalf of the Co-Op. Trustee Hall asked about the department report. Trustee Bruns described the detailed look at departments that the FC did. He thanked Tom Cagnina for the suggested format revision Trustee Reynolds asked about what cost “levers” we are moving to bring down expenses. President Wimble replied that it was mostly in labor or in Basebox supply/demand. He noted that fixed costs prevent a perfect correlation but that most of the flexibility is in labor and items like fuel for snowcats, electricity for running lifts, etc. Trustee Kalkstein commended management and staff for the decision to close for a few days in December. Trustee Jondro noted that there did not seem to be a huge outcry as a result either.

 

Financial Sustainability Committee (FSC): Trustee Hall reported that he plans to have one-on-one conversations with Trustees regarding their concerns.

 

6:06 PM New Business

 

Trustee Bruns commented that the FSC was conceived based on a Strategic Plan (SP) discussion; he thought that any discussions of financial sustainability should dovetail with the SP initiative. Trustee Kalkstein said that the last consensus reached was to give Trustee Hall some leeway to run with the idea for now; later we can always worry about the SP tie-in. Trustee Hall and Trustee Elkind agreed that defining a problem is the first step before seeing whether there are conflicts with the SP. Trustee Bruns noted that he should be kept in the loop as the Treasurer.

 

Trustee Bruns brought up the 2010-2011 scheduling of Board meetings, which will be done via email.

 

Trustee Bruns brought up the fact that we have a number of required roles and responsibilities throughout the year, and that we might want to discuss prioritizing some of those while we still have Trustees Reynolds and Kalkstein on the Board. Trustee Hall advocated waiting to discuss until April. Trustee Elkind believed that it was worth discussing now with current Board.

 

Trustee Elkind asked what we need to do regarding National Historic Register listing. Trustee Reynolds will be meeting with Bob McCullough of UVM next week. We need to do a historic structures report; the Mad River Planning District may give us a grant for this.

 

SHC: Mr. Bleier thanked the Board and management for their great efforts YTD and applauded the creation of the ESC. He enjoyed reading the Town Meeting report and noted that he was disturbed by our NOI trendline. He thought that Board meetings could be announced farther in advance or better publicized. He asked about the Facilities Committee, which has not been active for some time. Trustee Hall informed him that Facilities has been rolled into the FC’s responsibilities.

 

6:30 PM Adjourn

 

 

Motion

Made by

2nd by

Aye

Nay

To adjourn.

Trustee Kalkstein

Trustee Hall

8

0

 

 

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