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MAD RIVER GLEN COOPERATIVE
BOARD OF TRUSTEES

MINUTES OF MEETING – Final
December 10, 2005

 

After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:05 AM on December 10, 2005 on the 3 rd floor of the Basebox at Mad River Glen Ski Area in Fayston , Vermont.

Trustees Jay Appleton, Paul Finnerty, Bill Reynolds, Steve Mackenzie, Geordie Hall, Rick Moulton were present. Deb Steines and Mary Schramke were present on the phone. Jed Kalkstein was absent. Also present was President Jamey Wimble as well as several shareholders.

 

CALL TO ORDER:
Jay Appleton called the meeting to order at 8:05 AM . And gave a brief overview of what he hoped to accomplish at this meeting.

 

APPROVAL OF MINUTES
Upon motion duly made by Steve Mackenzie and seconded by Bill Reynolds, it was unanimously
VOTED: To approve the minutes of November 5, 2005 . Unanimous approval.

 

Shareholder Comments
Lu Putnam commented that shareholders had been hopeful that the mountain should have been open. Jay Appleton stated he’d been on the mountain and stated it was not ready to be opened and supported management’s decision.

Schoenholz Easement – Eric Schoenholz came before the board to discuss the board’s decision on his septic easement request. It was his understanding the guideline was going to be broad based across all homeowners and be a policy. He got the impression that the board was going to negotiate with homeowners in the future; he did not feel that was going to be the case. He would like to know what the board’s intention was for future easements. The comment Steve MacKenzie had made at the September meeting about negotiation was just a comment. Rick Moulton stated that it would depend on where the easement was placed as to whether the homeowner or board would negotiate and thought easements would be higher not lower. Steve stated if there was a compelling reason the cost of an easement could be more or less based on the specific situation. Jay stated he anticipated getting more easement requests and had pushed for this policy to guide future boards. Bill commented that if circumstances warrant departure from this guideline we might consider a different outcome but thought the formula reflected what the board wanted and what our legal council thought was appropriate. Geordie felt this guideline was where we would start and depending on the easement would have discussion with the homeowner. Eric recommended this become a policy not a guideline. Paul read the guideline as written in September. Jay requested the formula be placed in the guideline. There should be a presumption that the formula applies unless rebutted by the landowner or the board for a alternative.

Motion : that we task the facilities committee to review the guidelines as to whether the board should take further action,


Upon the motion made by Paul and seconded Geordie seconded it was unanimously passed.

Eric also raised the issue of the legal fees he was charged, $1900. The facilities committee and Jamey will review the fees for appropriate distribution.

 

Management Report
The Management report is attached for reference.

 

Financial Report
FY 2005 Audit – the finance committee did recommend the board accept the audit as presented.

Motion : To accept managements recommendation of the finance committee

Upon motion duly made by Bill Reynolds and seconded Geordie Hall, it was unanimously
VOTED: To approve the recommendation made by management.

 

Single Chair Rebuild Update
Jamey reported that nothing new to report on the rebuild, we would proceed with the construction in 2007; he is working on locking in prices to eliminate any variables. Might recommend some purchases to lock prices at anticipated levels. Working on locking in our back-up financing with the bank and potentially using the note to pay for the engineering fees. The cost of steel is going down which works to our advantage. Engineering is complete. Everything moving forward and looks good. Geordie Hall commented that we can use donations to write down debt but not to replenish the capital reserve fund and Jamey should work with the SCFC on debt.

Jamey reported that he and his staff are comfortable with the single as it stands for another year. It is 58 years old but not broken.

 

Single Chair Finance Committee Update
Geordie Hall, the Chair of the committee thanked Deri Meier for his assistance and his recommendation on what the structure should be.

The single is recognized as one of the best skiing experiences in the world and that is what we are preserving. The SCFC is still optimistic that the full dollar amount needed can be raised.

The following is Geordie Hall’s PowerPoint presentation.

 

The View from the Chair Financing

  • We are preserving and protecting a Vermont icon
  • The single has roots back to the early days of skiing
  • PTV and SMF are excited about the project
  • Properly done, it is possible that the campaign can fund the chair including fund raising costs

Agenda

  • Single Chair Cost and Loan
  • Update on PTV and SMF
  • Recommended Organization (AGREEMENT)
  • Board Responsibilities (AGREEMENT/ACTION)
  • Campaign Manager Hire (ACTION)
  • Consultant Hire (ACTION)
  • SCCC Mission and Composition (ACTION)

Single Cost and Loan

  • Three objections at past meeting to deferment of construction
  • Cost of money going up
  • Cost of construction going up
  • Shareholder reaction

 

PTV Update

  • Two projects “Guarantee”
  • MOU – Memorandum of Understanding
  • Revenue Neutral to PTV

SMF Update

  • Still very interested in partnering
  • At the moment feel that they could not be the sole partner
  • Board needs members and Chair

Principles Behind the Recommendations (AGREEMENT)

  • All shareholder and other solicitations and requests of shareholders should be done by volunteers
  • The “steering committee” has neither the desire nor the bandwidth to “operate” the campaign
  • The Co-op and Board have to be integrally involved and ultimately responsible
    • This can not be delegated or passed off
  • The success of the campaign depends on:
    • It being a collaborative effort
    • It is an integrated campaign with multiple arms
    • Private donors (large and not so large)
    • Foundations
    • Grants
    • Chair sales
    • Gala events
    • Auctions
    • Involving the entire Mad River Glen Community
    • The toughest and most key activity will be identifying major donors and recruiting appropriate volunteers to solicit them

Recommended Organization

  • Mad River Shareholders
    • Have the Primary Responsibility
    • Specifically the Co-op’s elected board
  • Steering Committee (to be named)
    • The executive arm responsible for the design and implementation of the campaign
    • Not solely responsible – shared responsibility
  • Management is responsible for day-to-day operational authority
    • Scheduling, hiring, budgets
    • Performance monitoring and raising red flags to the steering committee and / or Board

Shareholders and the Board

  • Mad River Shareholders
    • Have the Primary Responsibility
    • Specifically the Co-op’s elected board
  • Building the organization
  • Recruiting campaign volunteers and solicitors
    • Solicitors to major donors should be Present or past Board members
    • Steering Committee Members
    • Individuals with similar stature in the MRG Community
    • Individuals with a particular rapport with
    • Identifying major prospects
    This is a significant effort and time commitment

Board Responsibilities (AGREEMENT/ACTION)

  • 100% Donation Participation during the silent period
  • Oversight
  • Major policy decisions
    • Deferring construction
    • Reporting Structure
    • Expansion to a “preservation campaign”
  • Work with the campaign committee on:
    • Prospect List
    • Recruiting Volunteers
    • Individual Solicitations
    (at this point all board members were poled for their views and commitments to the campaign, it was unanimous that all trustees were ready to get involved)

Steering Committee
Design and implementation of the campaign
Detailed Plan

  • Schedule
  • Major Donor List
  • 501 c(3) Issues
  • Volunteer / Solicitor Recruitment
  • Gift Solicitation

Steering Committee Responsibilities (AGREEMENT)

  • Chair – Geordie + ?? (+VR and DL??)
    VR is Volunteer Recruitment

    DL is Donor List
  • Board Liaison – Jay (+VR)
  • Finance Committee Liaison - Jed
  • PTV Liaison/ 501 c(3) / Foundations Liaison – Charlie (+ Preservation Campaign)
  • SMF / 501 c(3) – Leigh (+ Major Donor Solicitation)
  • SMF Liaison / Grants / Foundations– Al (+ DL)
  • Retail Liaison – Deri (+ DL)
  • Administration / Support / Day-to-day monitoring of schedule and activities / Retail coordinating – Jamey

Campaign Manager (ACTION)

  • Title (Coordinator/Manager)
  • Reports to Management
  • See attached preliminary job description
  • Approval to Hire Immediately

There was a discussion among board members on the qualifications and the SCFC chair’s request to not post this position to the general shareholder population. Jay outlined that there are two questions: should the campaign manager be a shareholder, and should the position be posted. The board needs to authorize Jamey to hire a campaign manager. A discussion was held as to whether this position should be advertised. Jamey stated advertising this could eliminate the leading candidate and cause an unnecessary delay.

Motion: To authorize the GM to hire a campaign manager.
Bill Reynolds moved and Paul Finnerty seconded, it was unanimously approved.

Consultant (ACTION)

  • Recommendation that Christine Graham be hired to advise ON THE design and implement the campaign to finance the single chair
  • Reports to the Steering Committee
  • Works with the Steering Committee and Management and the Campaign Manager

Voted: to continue the contract with Christine Graham to advise on the design and implement the gampaign to finance the single chair
Rick moved and Bill seconded it was unanimously accepted

Reporting

  • Consultant – Steering Committee (Chair) (ACTION)
  • Campaign Director – Jamey (ACTION)

Steering Committee (ACTION)

  • Name: Single Chair Campaign Committee
  • Mission: Work with the consultant and the Board of Trustees and Co-op Management to design and implement the full campaign to finance the Single Chair restoration with the administrative and logistics support, as well as managing the day-to-day activities being the Co-op management’s responsibility and Campaign Manager handling day-to-day activities.

Voted: to accept the recommendation of the SCFC to create the SCCC as presented
Bill moved and Rick seconded it was unanimously accepted

SCCC Members

  • Co-Chair – Geordie Hall
  • Shareholders listed Above
  • Lead donor(s)
  • Co-op Management
  • Co-op Marketing Director
  • Campaign Spokesperson(s)

Summary

  • Committee
  • Consultant
  • Campaign Manager
  • Board and Shareholder Commitment and Involvement

Committee Reports


Executive – no action

Finance – Reviewed the audit and recommended approval.

Facilities – tasked today to review guidelines for easements.

Board Development – circulated a draft election calendar to the board for posting to the list serve by next Wednesday.

Personnel – No action.

20th - No action. The committee members continue to monitor the status of this property until action is necessary. Steve MacKenzie is trying to get a copy of the initial appraisal report.

Shareholder Relations – no action until ski season. Mary suggested that a shareholder happy hour be held from 5 – 5:30 with the town meeting occurring at 5:30. This should be actively promoted via the list serve and a basebox posting.

 

Shareholder Comments
Bill Heinzerling requested the Facilities committee meet; Rick Moulton reported that committees meet only when tasked by the board to do something.

Rocky Bleier noted that there are storm water regulations and specifically mentioned that they would be watching ski areas specifically.

Rick Moulton suggested that if the board wishes to change the number of shareholders allowed by the bylaws it would need to do something at the February meeting, with discussion at the January meeting. Geordie requested that any recommendation come through the SCCC.

A motion was made that Betsy Pratt be appropriately recognized at the 10 th anniversary meeting for her role in the creation of the cooperative.

Geordie made the motion, seconded by Steve. It was unanimously accepted.

 

ADJOURNMENT
There being no further business to come before the board, the meeting adjourned at 11:06 AM.

Respectfully submitted, Deb Steines


A true record.

 

ATTEST: __________________________________________
Debra Steines, Secretary

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