After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:00 a.m. on October 6, 2001, at the Basebox at Mad River Glen Ski Area in Fayston, Vermont. Trustees Bleier, Coleman, Eaton, Kirkpatrick, Michl, Putnam, Russell, and Schultz were present (Steines was absent). The Cooperative’s president presided. Margo Wade kept the minutes with assistance from cooperative counsel, Peter Monte.
Call to Order
President Russell called the meeting to order at 8:12 a.m.
Review September Meeting Minutes
After brief discussion, upon motion duly made by Mr. Michl, and seconded Mr. Coleman, it was unanimously
VOTED: To approve the September 8, 2001 meeting minutes with the addition of the Shareholder Relations Committee member list.
Members of the Shareholder Relations Committee included: Co Chairs Rocky Bleier and Lu Putnam, Fritz Branchofsky, Vivian Branchofsky, Wendy Bridgewater, Gamal Buhaina,
Dee Dee Cartinelli, John Harvey, Lisa Harvey, Ave Haviland, Sarah Haviland, Irma Heeter, Bill Heinzerling, Stacy Hood, Deri Meier, Suzanne Meier, Rick Moulton, and Jim Vann.
Mr. Bleier asked what the board’s policy is on letters received from shareholders. President Russell replied it was normal etiquette that if a letter were addressed to him it would not be distributed to the board. Letters addressed to the board would be distributed to all board members before the next board meeting, if possible, or at the next meeting if time does not allow for advanced distribution. Letters submitted via email will be distributed as received. Shareholders who wish to communicate beyond the board should follow the policy provided in the blue book (Ex. 1 Jan. 20, 1996 Re, Access to Shareholders). Letters will be read at board meeting only in unusual circumstances and then only if the owner requests. Mr. Shultz added the board should use its judgment to determine whether a letter should be shared beyond the board. Further discussion revealed that this is a shareholder relation issue, which should be discussed by that committee. Mr. Russell suggested that the Shareholder Relations Committee recommend a policy for handling such communications and to present the recommendations to the board.
Mr. Heinzerling asked for the status of the Stark Mountain Foundation and how to contribute. Mr. Michl stated that the Stark Mountain Foundation was a separate entity from the Co-op. He explained that fund was in its initial phase of planning and fundraising, was now tax deferred, with approximately $10,000
collected to date from a very small number of donors that have been approached to date. Grant funds would be available to directly assist Mad River Glen with specific environmental, conservation, and preservation related projects. A web site will come on line shortly at ww.starkmountain.org.
President Russell clarified that the board was not related nor had control or authority over the Stark Mountain Foundation. Kay Fiorenza stated that she did not understand why the Foundation was being discussed at the board meeting. Mr. Shultz responded that it was incidental and discussed out of interest to the shareholders. President Russell agreed and clarified that Stark Mt. Foundation was not a task of the board. Mr. Michl clarified that the Co-op may seek grants from the Foundations which fall into the categories mentioned previously. Ms. Putnam added that the board may apply for funds at some point and this would need to be discussed at a meeting.
Mr. Heinzerling asked if the board had given any thought to visual screening the dumpster. The chair responded that this was clearly not a board issue, and Mr. Wimble responded that management was working on the issue.
The following is management report for the month of September 2001.
Mad River Glen Coop
October 6, 2001
Capital Projects are on schedule and going very well. The Maintenance building will be over budget. We added a 16x40 loft, resurfaced the floor, made a lighting change, and added in-house labor to the project.
Lifts will be inspected next month.
Ticket System has new software and the staff has noticed the increase in speed. Minor adjustments to be made before startup, but we should be in good shape.
3 shares were sold to a budget of 2 for the month. For the fiscal year we sold 81 shares. The budget for the year was 80. 56 full shares, 25 subs. There were 22 tendered or defaulted shares for the year.
John Ayers has been hired as Ski Patrol Director, and Terry Barbour as Ski School Director. Glenn Gutterson has accepted the job as Food and Beverage Manager. All department heads are in place for the season.
Expenses $ 3,826.48
Wage $ 8681.65
Preliminary September P&L looks ok (see Sept. P&L for comments)
Projected Net Ordinary income for 2001 is $340,000
Pre-season sales are good $259,793 vs. $236,876 last year at this time.
LMC was sold in June for $7,500
PB 200D will be sold in Oct. for $15,000 (have a dep. of $1,000)
Ms. Kirkpatrick stated that he was pleased to see the net loss for the summer camp was so low. Mr. Wimble concurred and prefaced that a few more bills were still to come.
Mr. Michl asked for clarification on the exact amount of the cost overrun on the new maintenance shed. Mr. Wimble responded that it would cost about 10% more that budgeted. The Board congratulated management on the excellent design of the building.
Mr. Wimble reported that John Ayers had been hired as Ski Patrol Director and introduced Mr. Ayers to the board, and Terry Barbour, a member of the PSIA Demonstration Team and an experienced ski school director, had been named the new Ski School director.
Mr. Ayers came before the board to briefly introduce himself and his goals as the director. He has been on the Mad River Ski Patrol for 18 years beginning as a volunteer, has a master’s degree in human services, and hopes to open the lines of communication between the mountain management and the patrol. This season the patrol has 11 new volunteer candidates, and 9 junior volunteer candidates, one of whom is third-generation patrol and two of whom are second-generation patrol. The trustees congratulated and welcomed Mr. Ayers and stated that they look forward to working with him.
Mr. Russell asked what the status of the sheave project was. Mr. Wimble reported that the approximate cost to date was $30,000 including the work completed last fiscal year. The project was within budget and complete.
Mr. Wimble reported that the snow cam, though unbudgeted, had been purchased because the vender had gone out of business, and was approved by the board at an earlier meeting. The old snow cats were advertised for sale at $20,000 and $5,000. He expects to sell the first cat for $15,000 and sold the second cat for $7,500.
Mr. Bleier asked for clarification of the line item expense for signage. Mr. Wimble explained that the signs were installed during last fall but paid for this month, and kids signs are to be done this fall.
Mr. Wimble reported that the capital plan for the season is aggressive. If the area heads into late December without skiing things will be very tight. Depending upon the season we should be prepared to reevaluate the plan in February.
Mr. Bleier asked how the trail work was going. Mr. Wimble reported that all goals had been achieved, the forester was pleased with the completed work especially the J-Bowl regeneration zone, and that he is anticipating that the full $10,000 grant monies to be rewarded for the project. There was brief discussion about grant monies available from the State. Mr. Wimble explained that the ice storm grant program had ended, but that other grant programs were on going.
Mr. Wimble reported that Basebox furniture (chairs) was on the way and the food line re-configuration project had been deferred for the time being due to redesign consideration.
Financial results of operation for the fiscal year to date may be summarized as follows:
Facilities: Mr. Coleman stated the committee had not met in September, therefore he had nothing to report.
Mr. Bleier asked about additional storage sheds to be added to the maintenance building. Mr. Coleman replied that the committee would be making recommendations for next year’s budget report.
Finance: Mr. Michl reported that the committee had had a productive one-hour conference call discussing three issues. 1) financial ramification of limiting ticket sales, 2) tax planning, and 3) patronage rebate program.
Mr. Michl gave a brief overview of the rebate program. 1998 Patronage Rebate amounted to $31,208, of which $349 was paid in cash. Rough estimate of a FY 2001 Patronage Rebate would be $70,000 of which (if the same percentage were requested to be paid in cash) about $700 would be paid in cash. Mr. Meier added that an audit would be preformed once actual figures had been compiled. Mr. Eaton clarified that a commitment would not be made until after the audit, and that if it is a bad cash year we can opt to reduce the allocation so there is no cash drain on the Coop.
Mr. Russell asked what measures should be initiated to reserve cash in light of the recession. Mr. Michl replied that the possible impacts to the mountain are unknown, but that the board should be cautious. There was general discussion about the possible impacts on the mountain with regard to the economy. Mr. Russell stated that he thought it was the board’s responsibility to continue to review the preseason sales and to proceed with caution.
Mr. Wimble stated that he needed to make a decision shortly to commit to the international employee programs or rely on the local employment pool. Mr. Schultz replied that the board would trust management with the decision.
The next Finance Committee meeting is scheduled for October 24, 2001 at 3:00 p.m. Committee Members: Leigh Michl, Deb Steines, Roy Liu, Eric Schoenholtz. Deri Meier is and several other shareholders attended as non-voting participants.
Shareholders Relations: Ms. Putnam reported that the committee did not meet in September. A meeting was scheduled for later in the day to discuss: summarized surveys with results to aid the board in the strategic plan for management, bylaw amendments (shareholder termination policy); and owner/management communication. She clarified that the committee did not make the final decision, but rather made recommendations to the Board of Trustees for consideration.
There was general discussion about suspension of a shareholder right’s versus termination of a shareholder. Mr. Monte explained the bylaw amendment process: a 2/3rd (super-majority) vote is required for any article changes, while a simple-majority vote was required for any bylaw change. Robert’s Rules of Order address removal of a disruptive meeting goer. He recommended that the committee clearly define what it wanted to accomplish with any amendment.
Board Development: Ms. Kirkpatrick reported that she was in the process of contacting a strategic plan developer, no meeting was held in September, and had nothing further to report.
Personnel: As chair of the committee Mr. Russell asked whether the committee was responsible for developing a sexual or other harassment and equal employment policy. Mr. Schultz questioned why this was a board task and not a management task. Ms. Kirkpatrick stated that the whole employee handbook needed to be reviewed and updated and that harassment and equal employment policies could be included. Mr. Michl supported directing the task to management. Mr. Wimble added that he would rely on Mr. Monte’s expertise for language.
Personnel Comm. Members: Al Russell, John Schultz, Kendall Eaton, Jito Coleman
Schedule Winter Meetings
10-Nov-01 8:00 AM Pre-opening planning
8-Dec-01 8:00 AM Operational Review – (8:00 AM, unless lifts running)
29-Dec-01 5:00 PM Town Meeting
12-Jan-02 5:00 PM Operational Review
9-Feb-02 5:00 PM Town Meeting
9-Mar-02 5:00 PM Operational Review – capital
6-Apr-02 5:00 PM Annual Shareholder Meeting
President Russell asked if the schedule had been checked for conflicts with religious holidays.
Mr. Bleier asked Mr. Wimble to have "quiet" signs made for posting in the Basebox for those meetings held in the afternoon during the ski season to alert bar patrons of the meeting.
Review and Approve GM Job Description
Upon motion duly made by Mr. Kirkpatrick, and seconded Ms. Putnam, it was unanimously
VOTED: To approve the General Managers Job Description and Review Process (see attachment
Mr. Russell complimented Ms. Kirkpatrick and Ms. Steines on a job well done.
New Business/Further Shareholder Comment
Mr. Bleier asked whether the board should ask the management to develop some procedures to educate the less knowledgeable about hunting on the Mad River property. There was general discussion about the current hunting policy, feasibility of posting the property, and the need to inform Fall visitors to the mountain about hunting. Mr. Coleman suggested that the management post signage to alert visitors that the property is open to hunters during the hunting season, to gather comments from visitors and staff, and report to the board with any pertinent results. Mr. Bleier added that the fall issue of the Echo would also be another viable mechanism to educate people. Jed Kalkstein encouraged signage for the primary seasons.
Mr. Heinzerling asked if other ski areas allowed hunting. Mr. Wimble replied that he did not know, but would check into it. Mr. Russell stated that posting the property would bring a fair amount of negative PR to Mad River since hunting is an institutional activity for the State.
Due to the yearly cost associated with properly posting the ski area property the board has no plans to change the existing policy procedure to prohibit hunting at this time.
Mr. Russell raised the ‘disgruntled snowboarder’ issue and how to best deal with the recent Burton advertisement in Skiing Magazine. There was general discussion about responding to the advertisement, ignoring the advertisement, possible protests and/or vandalism, and preparing for possible individual and/or group action. Ms. Kirkpatrick suggested that the Ski Patrol develop a plan to handle any incidents. Mr. Wimble stated that employees are aware of the situation and are continuously double-checking systems.
Mr. Eaton stated that the Co-op’s position not to allow snowboarding during the ski season remains the same, and there are no plans to change that position.
On motion duly made by Ms. Kirkpatrick and seconded by Mr. Eaton, it was unanimously voted to enter into executive session at 10:10 a.m to discuss land acquisition. The general manager and legal counsel were invited to attend the executive session. The trustees resumed open session at 11:50 a.m.
On motion duly made by Mr. Schultz and seconded by Mr. Bleier it was unanimously
VOTED: To form a committee of not more than five persons to monitor, and to keep the board of
Trustees informed of developments, concerning the future of the 19th and 20th hole areas. Mr. Russell will chair the committee and appoint the remaining members. Mr. Russell will inform the trustees of the persons appointed at the next meeting.
There being no further business to come before the board it was unanimously
VOTED: To adjourn.
The meeting adjourned accordingly at 11:55 a.m.
Margo B. Wade
A true record.
Robin "Rocky" Bleier, Secretary
A: General Managers Job Description and Review Process