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Draft Version

 

Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, November 9th, 2013

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 am on Saturday, November 9th, 2013 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

 

Trustee

Attendance

Trustee

Attendance

Elkind (Chair)

Present

Holtan

Present

Stetson (Vice-Chair)

Present

Jondro

Absent

Anderson (Secretary)

Present

Lesure

Present

Liu (Treasurer)

Absent

Palola

Present

Godwin

Present

 

 

 

Also present were President Wimble and 5 shareholders.

 

8:01 AM Call to Order

 

Chair Elkind called the meeting to order. He welcomed the assembled and asked for shareholder comments. There was one. “LET IT SNOW!”

 

8:05 AM Review & Approve Minutes of September 7th, 2013

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve the minutes of September 7th 2013.

Trustee Stetson

Holtan

7

0

0

 

 

8:08 AM Review Notes from Green and Gold Town Hall

 

The board briefly discussed the Notes and they will be posted on the web site.

 

8:10 AM Management Report – President Wimble

 

Operations:

 

AT&T has requested additional equipment for the cell site. This includes an additional antenna to the exterior of the building about the same size as the current AT&T antenna. I have also negotiated a deal with Verizon where we would own 10 strands of fiber that they installed at their cost. I have also worked a deal with AT&T where they would lease 2 of our strands of fiber.

We will be demoing a new snow gun this year. SMI Super Pole Cat. The Hedco snow guns we have now are no longer made so we will be demoing different ones in anticipation of moving away from the Hedco’s in the near future. We are stockpiling parts for them now so they will last as long as possible. The demo will be here at no charge.

 

We had an unanticipated motor breakdown on the Sunnyside double. The motor is out for repairs now and should be back by Nov. 15. This motor was rebuilt 2 years ago but this failure is in an area that did not get rebuilt. The cost is $12,000 and does not hit our deductible on insurance for equipment breakdown.

 

We also had $2000 in furnace repairs in the Basebox. The furnace is 12 years old and our heating company feels it still has good life in it.

 

MRG is doing well with the Powder Magazine Ski Town Throwdown. We just took down Sugarloaf ME and will be up against Stowe or Smuggles Notch next. Thanks to all for their votes. Go to FB and place your vote

 

Had a day long workshop with Patricia Floyd a process development consultant and department heads (Leadership Team) on process development and coaching. Staff was very energetic and committed to learn new things to work better as a team then they already do. We will continue with workshops through the remainder of the fall and smaller workshops during the season.

 

Preseason Sales:

 

Preseason numbers were good. Pass sales were 4% ahead of last year. Mad Cards were even and ski school kids programs were even. Race program had a 50% increase. This was good because it had been slipping the past couple of years. Nothing that we are really doing differently just timing from kids leaving and entering the program. Numbers are out with some ski areas seeing a decrease in preseason sales especially in the college market.

 

Share Sales:

 

We sold 4 shares against a budget of 4 for October. 39 shares were sold in FY 2013. There are 36 on the list to be tendered. We granted 4 hardship requests in FY 2013.

 

Financials:

 

October came in ahead of budget NOI for the month. Facilities are well under budget on expenses but some of that is timing. Draft of audited financials should be in next week.

 

The board discussed the Ski school and race program numbers. Overall the program is doing very well as kids have been migrating to the Freestyle program.

 

Jamey also explained the large number of share tenders which in part has resulted from a more aggressive collection of shareholder APR that are in arrears.

 

8:20 AM Committee Reports

 

Fundraising Committee – Trustee Holtan

 

The planning study is well underway. Confidential interviews with a cross section of members of the Mad River Glen community began in October and will proceed through November. Demont Associates report that interviewees have been enthusiastic about the future of MRG, thoughtful and candid. Demont will complete more than 50 interviews before the study is complete (against a goal of 50). Demont has also scheduled a meeting with the president of the Vermont Community Foundation (VCF), Stuart Comstock-Gay, to determine the possible opportunities and limitations of a fiscal partnership with VCF, MRG and the Stark Mountain Foundation (SMF).

 

Trustee Holtan acknowledged the hard work of the fundraising committee (FundCom) members and thanked Penny Parson and Deb Steines for their help in scheduling the interviews.

 

A report to the board will be ready in December and will be presented to the shareholders in January or February.

 

Following the planning study findings, the FundCom will continue to seek additional input and information from the shareholder community including but not limited to, former board members. The next steps prior to beginning a capital campaign include developing a Case for Support, developing campaign policies and solicitation guidelines, forming an overarching campaign committee with sub-committees to handle different components of the campaign, finalizing a memorandum of understanding (MOU) with SMF and any other non-profit fiscal partners. Trustee Holtan expressed the hope that all board members would participate and contribute in any way they could.

 

It was noted that SMF provided a draft MOU to the chair of the FundCom and the Board on Friday, November 8th. The next step is for the Board to review and provide thoughts and comments to SMF.

 

Before closing, Trustee Holtan noted a link to the results from the survey regarding the future of MRG is now on the .coop website.

 

 

8:50 AM Facilities Committee Report - Vice Chair Stetson

 

Trustee Stetson reported the Fac/Com is currently on hold waiting for the results of the Fund/Com. Any construction would start in Mid-April and must be initiated in the prior October. Based on a possible Shareholder vote in April of 2014 this puts any potential project starting date at April 2015.

 

Trustee’s Stetson and Holtan are working on an extended timeline regarding both facets of the project.

 

 

8:56 AM Finance Committee Report – President Wimble for Trustee Liu.

 

There was a Fin/Com teleconference on November 7th. A quiet summer, the meeting summary is covered in President Wimble’s management report.

 

8:59 AM Board Development – Trustee Palola

 

Trustee Palola reported the process of recruiting potential candidates has started. Trustee’s Jondro and Godwin are finishing their second term and we will need to fill at least two seats.

 

There was discussion on the ratio of in-state versus out-of-state board members in relation to the shareholder population. The by-laws currently allow for some flexibility in the 6 to 3 ratio. Trustee Godwin will research a new draft regarding the requirements.

 

 

9:10am Update on Opening & Closing Policy

 

President Wimble presented the following updated version.

 

Opening and Closing Guidelines

Revised November 6, 2013

 

Background:

 

Since the Coop purchased the ski area, there has been some confusion as to what are the decision making factors in deciding to open or close the mountain. The following are the guidelines that management will use to make these important decisions.

 

These guidelines will primarily apply to periods outside the normal operating season. (Dec 15 to the first weekend in April) The mountain will remain open inside this time frame as long as there is sufficient snow cover and the mountain is deemed safe to ski by mountain personnel.

 

This document is a guideline for management to use. Management needs flexibility to make sound business decisions when deemed necessary for the well-being of the mountain.

 

Factors to Consider:

 

1. Skier Safety

 

Skier safety is not well defined; management and some skiers might have very different opinions as to what constitutes skier safety. Management considers the mountain safe for skiing when there is adequate snow cover to ski top to bottom without risking skier’s safety. Safety concerns include water bars and large stumps or rocks and that adequate turns can be made on a trail in order to maintain skier control. It is also important to remember that Vermont Tramway code requires that anytime a lift is operating there has to be enough staff to evacuate a lift in two hours if the lift becomes inoperable. Mountain transportation is a critical part of this.

 

2. The well-being of the mountain terrain

 

The well-being of the mountain relates to what damage the mountain may suffer from ski or equipment traffic on the terrain. Trail surfaces should be frozen so tracks do not tear up the ground. Snow depth has relevance in this category; 8” is significantly different then 3”.

 

Another aspect of the well- being of terrain criteria is whether the trail system support multi-day skiing with the snow cover in place and forecasted weather. This relates to opening more than closing but is a criterion which has to be evaluated.

 

3. Season Pass Holders

 

An important criterion is the season pass holder who has paid in advance for a season of skiing. The mountain wishes to give pass holders the highest number of ski days for their loyalty and commitment. This is much easier to address in early season as there is pent-up demand. In the late season, the same level of demand may not exist and management will monitor pass holders’ usage of the ski area.

 

4. Financial

 

Financial is a straightforward criterion - Will enough revenue be generated to cover the cost of operations?

 

5. Staffing

 

Staffing relates to the availability of staff and the ability to give staff proper notice so they can plan their work schedules not only at Mad River Glen but the jobs they are leaving or going too.

 

It should be remembered that in early season the mountain operations staff could be on split shift for snowmaking, meaning some of the staff might be working 12-hour night shifts, unavailable for lift duty.

 

Early and late season, all services would run

 

How the Decision Will Be Made:

 

Management states that the factors of skier safety, well-being of terrain and staffing be left to their judgment in accessing early season opening or late season closing with the following guidelines:

 

·         Top to bottom skiing required

·         Skiing has to be sustainable, lasting for a period of days

·         Groomers have to be able to travel the mountain safely and without damage to the terrain (This is a safety issue in that an accident or maintenance issue may require a groomer on the mountain.)

·         Financial, recognizing that a dollar for dollar return is unlikely, management will use a benchmark of 50% of the cost has to be covered. This is partly judgmental in that the decision to open or stay open assumes a level of activity. If that activity does not materialize then management may reverse its decision.

 

If management believes skiing is sustainable, it will open the mountain any time after Thanksgiving. It will keep the mountain open in the spring as long as there is demand to meet half the cost of operating.

 

Notification of Decision:

 

Being that the decision to open or close will be made almost on a moment’s notice, the following avenues will be used to notify skiers of the mountain’s opening and closing:

 

·         Post to ski report, faxed and snow phone

·         Post to Website, www.madriverglen.com

·         Posting at mountain at base of lifts and in Basebox, works well with closing

·         Press releases – faxed

 

The board reviewed the guidelines and President Wimble will post on the web site.

 

9:20 am Action Item Review and Review of Board Meeting Schedule - Trustee Anderson

 

Action Item

Responsible Party

When

STATUS

Evaluate benefits of ownership to increase share and/or pass purchases. Research state law related to what is the maximum discount that can be provided to cooperative members and how that would affect our ability to offer corporate passes or other products

President Wimble

December

Complete.

Provide the board with a summary of prior snowmaking research including estimated costs involved.

 

 

President Wimble

December

Ongoing

Create timeline for FundCom and FacCom for the BAMP / Paradise Challenge.

Trustees Stetson and Holtan

December

Ongoing

Investigate the composition of in-state vs out-of state board members. Propose changes.

Trustee Godwin

 

New

Create a campaign structure Sub-committee.

?

 

New

 

 

At 9:23 Chair Elkind thanked the shareholders for attending and asked for comments. There was one. “LET IT SNOW!”

 

9:24am Break

 

9:33am Executive Session

 

The board adjourned to executive session to discuss personnel issues.

 

10:03 Adjourn from Executive Session

 

Motion

Made by

2nd by

Aye

Nay

Abstain

Motion to Adjourn

Trustee

Stetson

Trustee

Lesure

7

0

0

 

Respectfully submitted,

 

Jon Anderson

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