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Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, November 12, 2011

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 a.m. on Saturday, November 12, 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

Phone-in

Anderson

Present

Stetson

Present

Jondro

Absent

 

 

 

Also present was President Wimble. There were three shareholders present.

 

8:02 Call to Order

 

Trustee Bruns (Chair) called the meeting to order at 8:02 a.m. He also reminded those assembled that the February and March meetings will be on the first Saturday of the month, not the second Saturday, due to the mountain calendar of events.

 

8:02 Shareholder Comments and Questions (SHC’s/SHQ’s)

 

None at this time.

 

8:08 Approval of Minutes

 

Motion

Made by

2nd by

Aye

Nay

To adopt the minutes of September 10, 2011

Trustee Stetson

Trustee Elkind

8

0

 

 

8:09 Management Report

 

Operations:

 

The Double motor is back in and running well. Vibration analysis concluded that all vibration was coming from the motor. This means we did not have to spend the $30,000 contingency money in summer projects.

 

We have obtained an additional Hedco snowgun from Bolton Valley that they do not use any more. We will not be able to run all three guns very often but it will be a great back up if one breaks down. There was no charge, just some “horse trading” of retail items from the General Store.

 

The Fireplace Room in the bar is nearly complete and donors are very pleased with the results.

 

On the marketing front, we have gotten a lot of good press this fall. MRG took many categories in the Ski Magazine ranking of ski areas in the Northeast, including but not limited to “Best Overall Experience.” We were featured in articles in Snow and the NYT Magazine, and received mentions in Town and Country and recently on VPR.

 

We will also be using a new product this season called the Cloud Store. You will be able pre-purchase lift tickets and other services on line.

 

From the brainstorming session held with the staff this spring, some objectives were achieved this summer, and plans are in place for others to occur this winter:

1.      Add sliding windows in bar

2.      Take booths out of bar

3.      Raise ski school prices

4.      Perform minor Basebox renovations

5.      Clean up woods lines

6.      Buy excavator (not done yet)

7.      Improve bar flow

8.      Calculate ROI on night skiing and POS/RFID system (to be done this winter)

9.      Moved annual fall staff meeting up earlier so department heads could share material at their respective fall refreshers, which was very well received by staff. President Wimble will be meeting with staff when they return to go over the Master Plan on Dec 4 and a follow up session to go over brainstorming ideas and where they stand after reviewing.

Other notable things:

·         More summer events (2)

·         Serve food and beer in Starks Nest and Birdcage (3)

·         New Lockers (4)

·         Bigger rental repair (2)

 

 

Scheduled opening is Friday December 16. We will begin making snow any time after Thanksgiving with an extended cold spell.

 

Bootfitter Dave Reed will be on-mountain this season. He is one of the most reknown bootfitters in New England.

 

Preseason:

 

Preseason results are strong and about even with last year. Asking SH’s to consider paying with cash or check instead of credit card did help us financially. We will continue to encourage this.

 

Share Sales:

 

We sold six shares in the month of October against a target of four. There are 21 shares on the tender list to be discussed at the December meeting.

 

Financials:

 

October numbers are strong. Marketing income is down. Most of this is due to timing but we also have seen advertising for the Area Guide drop off. Expenses are down but again this is due to timing; once all bills are in, we will be closer to budget. Cash is strong (well ahead of last year); we are currently in a good position going into the season. The September 30th audit went well and we should see a draft soon.

 

8:20 AM Review and Approve revised Strategic Plan (SP) – Action (Jim/Liz)

 

Motion

Made by

2nd by

Aye

Nay

To adopt the Strategic Plan as distributed via email and posted to the Forum on Nov 11th

Trustee Elkind

Trustee Lange

8

0

 

SHQ: the part about equity financing vs. debt financing was removed; why?

Trustee Elkind responded that we have used debt judiciously (as with the Single Chair Capital Campaign) along the way; the provision was overly constraining given that we have the Finance Committee.

Trustee Liu added that it’s not good practice to hinder management’s ability to “get things done.” SH Finnerty’s concern was that the commitment to debt-free operation has “gotten us through the lean years.” He also brought up the distinction between “customer” and “SH” and “customer” vs. “patron” and wondered if the focus has changed with the rewrite of the SP.

Trustee Godwin noted that customer is defined within the SP as a person who shares the values.

SH S. Kalkstein noted that small changes can add up and wanted to caution against leaning toward a customer base of people who might not be committed MRG skiers. Trustee Elkind pointed out that strategically speaking, we do have a core, committed group of customers. That said, we are at capacity on weekends, and do make a good deal of our money from ancillary services. Therefore, it behooves us to explore what customers can help during off-peak times and attract them too. If we only cater to a certain subset of our customers, we could be channeling ourselves into too narrow a domain.

Several board members expressed their sense that the core values of the SP have not changed.

SH Penny Parsons noted that grant funding is another source of revenue; it’s addressed in the last bulletpoint under section III.

President Wimble was asked how the revisions would affect how management functions; he echoed the idea that there are no drastic or fundamental philosophical changes, though he does understand SH Finnerty’s perspective about the “flavor” of the plan.

Trustee Bruns thanked the SH’s who gave input on the SP, both at the meeting and over the course of the SP review process.

 

 

 

9:35 AM Facilities Committee update (John) and Facilities Master Plan Overview (John/Jamey and Jill and Bob Burley of The Burley Partnership

 

Last spring, the Board commissioned the Burley Partnership (TBP) to look at the base area and develop a Master Plan. Trustee Stetson introduced the Burleys, who presented the plan. Jill Burley described the process of preparing the Master Plan, then Bob presented the Plan.

 

 

Trustee Bruns asked if TBP were in agreement with the feedback of the department heads. Mr. Burley replied that he wholeheartedly agreed with the need for more space as expressed by the department heads.

 

 

The new patrol building would have to conform fully to current building codes; however, other changes are series of small projects so that they may allow for improvements without being forced to bring all building systems into compliance with the current building code.

 

Trustee Bruns asked about potential for need for elevator for ADA compliance for new building; Mr. Burley pointed out that both floors would have ski slope access so there would be no need for an elevator.

 

Trustee Stetson clarified that there is no current intent to start building; this is a road map for steps that would be incremental in nature. It’s a “chain reaction” of cascading improvements that could be set off by initiating the construction of the new Patrol Building, whenever that happened.

 

Trustee Elkind asked to what extent TBP thought permitting would be possible. TBP replied that none of the proposed changes would change mountain capacity, which is how the town would look at things. Trustee Stetson noted that obligations to come up to code are based on percentage of building being renovated, and he doesn’t see us coming up to that percentage except with the Patrol Building. He noted that this would be an opportunity to increase energy efficiency without losing character of current buildings. He also reported that TBP were guided by the SP and MRG’s priorities.

 

Board members expressed general appreciation of the work that went into the report and their excitement about having options and alternatives that do not require large up-front capital expenditures. With this roadmap, we can now strategize about timing and methodology for funding these improvements.

 

SH Kalkstein asked if this would present any problems with our NHR application. The current Patrol building is a non-contributing structure, and we are not planning to dramatically change the character of the base area. In addition, because we have not accepted nor plan to accept federal funding, we are not limited in what we can do regarding base area improvements.

 

SH Parsons asked that at some point the flow of children from Cricket Club to Callie’s Corner be looked at for safety.

SH Finnerty questioned whether employee parking was really a good use of the space between the rental/repair area and the Patrol Building.

 

The Facilities Committee recommends approval of the Base Area Master Plan (Plan) as prepared by The Burley Partnership with the following comments or conditions:
  1.  The Plan meets the expectations of the Facilities Committee within the limits as defined by the RFP and defines an initial direction.

  2.  The Plan presents an assessment of current facilities and needs rather than defining a guideline for growth for the foreseeable future.
  3.  The addition of the Ski Patrol/Ski School building is the most logical first step to meet the current needs and to facilitate any future expansion of the other existing buildings.
  4.  The next phase of the Plan should include discussion of costs, phasing and prioritization, opportunities for 4-season, revenue-generating events, analysis of the existing structural, mechanical and electrical systems, parking constraints, and the impact of "up-mountain" facilities.

 

Many thanks are in order to the volunteer members of the facilities committee and the BOT who spent considerable time reviewing and discussing the plan.  We are fortunate to have this expertise on our side.  We look forward to moving on to the next phase of implementing this plan.

 

Motion

Made by

2nd by

Aye

Nay

To accept the recommendation of the Facilities Committee regarding approval of the Base Area Master Plan as prepared by TBP and subject to the above conditions

Trustee Anderson

Trustee Elkind

7

0

 

 

10:55 AM Finance Committee update (Roy)

Discussion took place about maintaining a cash cushion and whether there should be an actual written policy. President Wimble recommended a written guideline regarding such. Discussion centered on whether President Wimble’s suggested guideline should be incorporated as a “formal” policy procedure that would require an executive committee review before using funds from a “rainy-day” account. Some members expressed reservation around suggesting to the board instituting another “policy” on an issue that they felt is handled within the normal course of monthly and annual budget discussions. Roy Liu suggested modifications to the proposal that would soften it from a “policy” to a suggested target goal. Modified proposal is shown below. The FC recommends that the board review and adopt the proposed guideline as stated here:

Mad River Glen Minimum Cash Guidelines

 

Mad River Glen Coop should maintain an operating cash balance cushion of at least $100,000 throughout the year. To facilitate meeting this goal, a cash forecast should be created at the end of each ski season using the criteria established above and the forecast balance at August 31 of each year should be considered when evaluating and authorizing spending for summer projects for the following fiscal year.

The Coop should accumulate and maintain an “Operating Reserve Fund” in the amount of $250,000. This amount is calculated from the largest negative cash swing the Coop has had in its 16-year history. This account should NOT be included in the operating cash balance when making decisions on spending. Consistent with historical practice, the Finance Committee will be provided regular updates as to the amount and disposition of funds considered to be part of the Operating Reserve Fund, and in tandem with recommendations from management, will provide guidance to the Board of Trustees regarding funding levels, timing of future fund contributions and potential uses of such funds.

 

Value in doing this is that it provides clarity to the Finance Committee and Board about policies that keep getting discussed and rehashed every year regarding how annual cycle of cash flows. This establishes a baseline to guide future Board and FC discussions about spending. Trustee Elkind also pointed out that if we are to apply for grants or other funding from charitable organizations, they will want to look at our financial practices and having a reserve policy would help us in those negotiations or applications. Trustee Bruns noted that it also will save hours of volunteer time that is currently spent yearly and monthly when discussing cash reserves. Trustee Stetson was concerned about where the number came from and whether it was too large. Discussion ensued about the nature of the recommendation being a goal to aim for, not an immediate mandate. Having the goal enables future financial discussions to have greater clarity and efficiency.

 

Motion

Made by

2nd by

Aye

Nay

To accept the above recommendation of the Finance Committee regarding the establishment of an Operating Reserve Fund and a cash balance cushion

Trustee Elkind

Trustee Bruns

6

Trustee Stetson

 

 

11:50 AM Discuss Financial Planning Cycle and Process

·         Multi-year budgeting and capital planning (Roy)

·         Capital vs. expense costing (John)

·         Annual cycle and activity timeline – Calendar review (Lars)

·         Note: December discussions: Discretionary & ND costing

 

Trustee Liu reported that the FC was unable to get to the discussion of multi-year budget in their last meeting.

Trustee Bruns addressed the idea of moving certain financial discussions into an earlier part of the season.

President Wimble will ask Marketing Director Friedman for a summary of the Marketing Plan in December or January.

 

There had been some discussion regarding timing of new trustees joining the Board and the fact that this occurs right before the heavy lifting of budget and pricing approval and the GM appraisal. Changing this cycle would require a By-Law change regarding when the terms would begin, as well as a one-time term extension of existing Board so that term could begin as of June or July. Challenge is in asking new Trustees to observe for a certain period of time and asking outgoing Trustees to continue to be engaged after successors have been named.

 

11:30 AM Committee & Working Group Reports

 

Board Development – (Gary and Jon)

Nothing to report this month.

 

Finance Committee (Roy)

see above and below sections.

 

Facilities (John)

See above discussion.

 

Strategic Planning (Jim/Liz)

See earlier presentation.

 

Volunteerism (George)

Trustee Lesure

 

NHR Update (Lars)

NHR continues to make progress through in preparation for final drafting and submission at the end of this year.

Lyssa Papasian, President Wimble, Marketing Director Friedman, Ellen Strauss, and Trustee Bruns met at MRG last week to review progress to-date, review and answer open questions, review and discuss mapping and boundaries, research/review the three non-Coop properties within the bounds of the nomination, and enable Lyssa and Eric to sync for final pictures to be included. Lyssa also sent a few updates on some different sections of the application for fact checking as well as mocked-up maps so that they can be updated and finalized.  She’s a very knowledgeable expert when it comes to the NHR and applications.  She is pulling together the final aspects and edits and closing out the remaining odds and ends.  Currently the longest pole in the final application for review and submission is the finalization of the mapping and paperwork logistics associated with the application itself and maps/sizing/views.

A meeting was held with homeowners at G&G weekend. The owners of Chalet 10 would like to be part of the application. Notifications will go out to necessary homeowners regarding the final draft.

 

Planned Giving/Endowment Research (Gary)

There is a lot of synergy with the FacCom regarding the Master Plan. Collaboration is happening with Stark Mountain Foundation (SMF) regarding what aspects they could help with. First step is to understand that aspect and define it more clearly, keeping in mind the separation between SMF and their mission and MRG and ours.

 

10:45 AM Action Item Review (Liz)

 

See below for action item list.

 

11:00 AM Adjourn

 

Motion

Made by

2nd by

Aye

Nay

To adjourn

Trustee Lange

Trustee Bruns

7

0

 

 

Action Item

Responsible Party

STATUS

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

President Wimble.

New item. President Wimble is doing a similar exercise with staff in the spring after closing. Defer until after that time. That meeting has taken place but info still pending. Deferred to autumn pending SP review and other inputs. Need info from the staff meeting in December.

Cull policies and procedures from minutes on Co-op webpage docs.

Trustee Jondro

Still in progress. Plans to have completed in November.

Trustee Liu will discuss budgeting process with President Wimble.

Trustee Liu

New item (Mar). Trustee Liu needs to coordinate with President Wimble, who is expecting numbers between now and next meeting. Still ongoing.

Forward 20-year plan to Board after reviewing with Trustee Stetson

President Wimble, Trustee Stetson

New item (Sep).

Pricing and marketing strategy

President Wimble, Trustee Elkind

Eric Friedman, Marketing Director, will review pricing and marketing strategy in the December meeting.

Summer capital vs. budgeting expense discussion

Trustee Stetson, Trustee Lange

New item (Sep).

Multi-year cycle and planning

Trustee Liu, President Wimble

New item (Sep).

Send list of prospective Board candidates to full Board.

Trustee Anderson

New item (Sep). DONE.

Tweak SP and send to full Board pre-G&G in time for comment and to send to shareholders

Trustee Elkind, Trustee Godwin

DONE.

Research planned giving and cooperative structure

Trustee Lange

New item (Sep).

 

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