MAD RIVER GLEN COOPERATIVE
Minutes of Board of Trustees Held October 2, 1999
After due notice, a meeting of the Board of Trustees of Mad River Glen Cooperative was convened at 9:10 a.m. on October 2,1999, at the Basebox, at Mad River Glen Ski Area in Fayston, Vermont. Trustees Bleier, Curtis, Eaton, Kirkpatrick, Meier, Michl, Russell and Schultz were present and voting throughout. Trustee Singer was absent. The president, Mr. Meier, presided. The minutes were kept by Ms. Kirkpatrick, the secretary, with the assistance of Cooperative’s counsel, Peter Monte.
Introduction of New General Manager
The President introduced the new general manager of the Cooperative, Bob Ackland to the trustees and the owners present. Mr. Ackland thanked the trustees for his hiring. Mr. Ackland is excited with his opportunity to lead operations at Mad River Glen Ski Area and looks forward to commencing his full-time employment after next week.
Minutes of Prior Meetings
After discussion and upon motion duly made and seconded, it was unanimously
VOTED: To approve as corrected the minutes of the September 11, 1999, meeting of the board of trustees.
The president circulated a letter from owner Penny Parsons who questioned the August Movie Nights presentation of a film that allegedly depicted and matters of questionable taste. Mr. Friedman has replied to this letter. Ms. Kirkpatrick requested that the president make an additional reply to Ms. Parsons because this letter addresses policies regarding the image to be projected by the Cooperative and the board is responsible for establishing policies which define that image. The president agreed to make a further reply.
Kay Fiorenza expressed a hope that the board of trustees would better resist its temptations to micro manage operations now that a new general manager was hired and ready to begin service.
Dwight O’Hara sent a letter which questioned the give-away inherent in the 12 and under free skiing program and tendering his share as a protest. The president has replied to this letter and placed Mr. O’Hara’s share on the waiting list for redemption.
Owner Rehkugleur sent a letter requesting information on the workings and likely impacts of the 12 and under free skiing program. Missy Shiner-Shea has prepared a memorandum detailing the responses to the questions which the president will incorporate into a written reply.
Jim Vann sent an e-mail suggesting that the trustees reopen consideration of whether the Cooperative should operate the ski shop at Mad River Glen Ski Area rather than leasing it to an outside retailer. The president will reply by providing Mr. Vann with copies of excerpts from trustee minutes which detail the debate which the trustees considered in arriving at the lease decision. He invited trustees to reopen this question if they wish when the agenda reaches new business.
Mr. Bleier requested that all shareholder letters to the board, and replies to them, be included in the trustee meeting packages and posted in the Basebox. The president agreed to this request. Richard Aiken suggested that all shareholder letters should be referred to the marketing/shareholder relations manager if they include a tender of a share for redemption. The president agreed to comply with this request.
Wendy Bridgewater observed that the cut off in enrolment for the 12 and under free-ski program had disappointed many hopefuls. Staff replied that enrollment remained open for pass holders and owners of the Cooperative, and those who have been turned away appeared to understand and had not objected strenuously.
Irma Heeter requested that the board must guard against the 12 and under program becoming a babysitting service. Put Puttnam requested that the trustees pay attention to preparations the12 and under program will require for medical emergencies. Reginald Beatty inquired whether the 12 and under program would result in overcrowding of the ski area. The president replied that staff and the trustees will monitor this new program carefully. Staff confirmed that medical issues were considered in planning in the program.
The president requested that the founders’ plaque be unveiled. The Trustees expressed approval of the appearance of final product. The plaque will be mounted in General Stark’s Pub.
General Manager’s Report
Jamey Wimble, assistant general manager, delivered his report. He observed that tropical storm Floyd had inflicted tree damage near the top of the single chair. The damage is not severe and staff, with volunteer help, should be able to clean it up well before the ski season begins. Other outside preparations for the ski season are well under way.
Following agreement with the homeowners, work has begun on the roadways around the ski area. Culverts have been replaced on Schuss Pass and it will be graveled soon. Then the effort will move to the upper roadways.
A cap has been placed on enrollment for the 12 and under free skiing program. The cap will not apply to children of owners or passholders. Turn-aways will be given a complementary day ticket. There have been few complaints generated by the announcement of the cap.
Darrel Mays has been hired to coach the Catamount Free Style Team. He has a history of participation in competition and coaching and is expected to be a strong asset for the ski area.
Susan Clark has been hired to fill vacant front office position.
Nineteen Cooperative shares have been sold during the last month (the goal was 15 shares); 11 of the shares sold were a recycling of the defaulted shares. To date this year 169 shares have been sold (the ambitious goal for the fiscal year which ended September 30, was 175).
The fiscal year ended on September 30. Books are being closed and the audit process will start soon.
Nomination and Election Committee
The president reminded the board that last year’s nominating and elections committee prepared a detailed memorandum for the annual election processes including a time line. He requested that the board name members of the nominating and elections committee now so they can begin steps required to adhere to the time line. After discussion and upon motion duly made by Mr. Russell and seconded by Mr. Michl it was unanimously (Mr. Bleier abstaining).
VOTED: To appoint to the nominating and election committee trustees Eaton (chair), Curtis and Meier.
Special Meetings Preparations
Mr. Meier reminded the trustees that a special meeting of owners was called for 2:00 this afternoon. No formal action is on the agenda for this meeting; the meeting was called to inform owners about the trustee’s evaluations and deliberations regarding the single chair lift and to respond to any other questions or comments the owners might offer at the meeting. The trustees discussed briefly the procedures they would follow at the special meeting. The president then requested whether there was any new business to come before the meeting.
Shareholder Communication Committee
Judy Aiken reported to the trustees for the shareholder communications committee. She thanked the board for establishing this channel for communications and she thanked the staff for cooperation in the committee’s organizational efforts. The committee’s start-up process has been to identify information needs of owners and to explore the logistics and processes required to circulate the needed information. The committees start-up work is still in process and the committee will provide a further report at the next trustees meeting.
Padding of Lift Towers
The race program has renewed its request for padding on towers near the race course on the practice slope. Before responding to this request, staff will seek approval from the Cooperative’s insurance carrier and will obtain estimated cost figures to pad selected towers and to pad all lift towers in the ski area. In the past, the insurance carrier has objected to padding any lift towers unless all lift towers are padded for liability reasons. The trustees will discuss progress on these inquiries at the November meeting.
The president reminded the board that parliamentary procedure prohibits the reconsideration of issues once decided, unless a trustee who voted in favor of the original decision initiates a motion to reopen. This parliamentary rule avoids continual rehashing of old ground on controversial issues which have been put to a vote and decided. The president also reminded the trustees that the Cooperative is contractually committed to Alpine Options for at least a one year period. He cautioned against taking actions now which the contractor might view as creating uncertainties which would undercut the contractor’s performance.
Ms. Kirkpatrick and Mr. Eaton suggested that there was sufficient interest among the owners to merit a review of this question in the spring. They believe that a committee should be formed now to assemble the information required for the board to make a decision in the spring.
Mr. Russell observed that the trustees decision this spring against a Cooperative-run ski shop was based in part on a lack of adequate information to support an expensive and risky undertaking. He observed that the real time for a decision on this issue would fall in January because February ski shows are the time when new inventory must be ordered and March is the contractual deadline for renewal or non-renewal with Alpine Options.
After discussion Mr. Michl made the following
MOTION: To begin review of the ski shop issue in January, 2000.
The motion failed for want of the second. After further discussion and upon motion duly made by Mr. Eaton and seconded by Mr. Michl it was unanimously
VOTED: To table until the November, 1999, trustee meeting further discussion about the formation of a study committee for the ski shop operation.
After discussion and upon motion duly made and seconded it was unanimously
VOTED: To enter executive session to discuss contract and personnel issues.
The board entered executive session at 11:10 a.m. and resumed open session at 12:25 p.m.
There being no further business to come before the meeting, after discussion and upon motion duly made and seconded it was unanimously
VOTED: To adjourn.
Adjourned accordingly at 12:30p.m.
A true record.
Mary Kirkpatrick, Secretary