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Meeting of the MRG Board of Trustees

Minutes of December 11, 2010

 

After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:05 AM on December 11, 2010 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.

 

Attendance was as follows:

Trustee

Attendance

 

Trustee

Attendance

Lars Bruns (Chair)

Present

 

John Stetson

Present

Jim Elkind

Present

 

Liz Godwin

Phone

George Hall

Present

 

Roy Liu

Present

Betsy Jondro

Present

 

Gary Lange

Present

George Lesure

Present

 

 

 

 

 

Also present were Jamey Wimble, Bill Reynolds, and Professor Robert McCullough

 

CALL TO ORDER:

Board Chair Lars Bruns called the meeting to order at 8:05 AM.

 

APPROVAL OF November 13, 2010 MINUTES

Upon motion duly made by Trustee Lange and seconded by Trustee Stetson, the minutes were unanimously approved.

Management report

Snowmaking began a week ago and continued uninterrupted until earlier this morning when temperatures rose above acceptable levels.

Mountain is having good luck staffing all seasonal positions. Entire lift operations crew from last season returned. Basebox return rate is very high as well.

Basebox will offer takeout pizza on Saturday night.

Response to retail store flyer has been excellent. Compliments to Betsy Jondro and the staff of the General Store.

Mountain is benchmarking energy consumption of the snow guns so that information is available when / if they are replaced.

We have completed the 2nd phase of the electrical capacitor work. This will increase our power factor and help reduce electrical cost. This does not reduce electrical consumption but it does smooth our power consumption so that are charged less for the power we consume. Estimated annual savings are around $8-9k per year.

 

The new forum has about 125 people signed up so far. The list serve was down to about 300 when we shut it off. However out of those 300 we had no idea how many emails were still valid. Once we begin skiing, Eric will again encourage use of the forum to see if we can increase participation.

 

We have purchased a new iPhone to leverage social media by doing on-the-hill snow reports for this season. We believe this will drive skier traffic the days when people don’t have snow in their yards but conditions are good at the mountain. Our Facebook fan page has 3400 fans.

 

We sold 2 shares against a budget of 2 for the month of November. We have sold 10 shares this fiscal year. There are 8 shares to be tendered this month if approved by the board.

 

November financials look good, slightly under budget. YTD looks good as well and tracking ahead of budget. Good cash position.

 

SHAREHOLDER COMMENTS

Shareholder Bill Reynolds complimented the management team on the good performance of the cooperative last year. Shareholder Reynolds asked if the board had considered or reconsidered revisiting the policy of charging 80 and 90 year olds. General Manager Wimble advised that the existing policy is that those over 70 years of age ski 5 days for free each season and then can pay $149 for a season pass if they wish to ski additional days.

Committee Reports

Finance Committee

Trustee Liu reported that the Finance Committee recommends to the board that the audit be accepted.

 

Motion

Made by

2nd by

Aye

Nay

Absent

Abstain

To accept the audit of fiscal year 2010

Trustee Liu

Trustee Jondro

9

0

 

 

 

Trustee Liu reported that the Finance Committee recommended that the board approve the 8 share redemption requests. The board had already approved four hardship redemption requests in fiscal year 2010.

Motion

Made by

2nd by

Aye

Nay

Absent

Abstain

To redeem the eight shares tendered during fiscal year 2010

Trustee Lange

Trustee Lesure

9

0

 

 

 

Facilities Committee

Trustee Stetson is working to reinstate the Facilities Committee. Reviewed a proposed mission statement for the committee. Trustee Bruns asked how Facilities Committee cost estimates would remain reasonably well aligned with actual building costs. Trustee Stetson responded that the Facilities Committee would estimate costs using industry average costs for construction. Trustee Stetson explained the process the Committee would follow.

 

Trustee Lange suggested that alignment with energy goals be required rather than optional.

 

Motion

Made by

2nd by

Aye

Nay

Absent

Abstain

To adopt the mission statement of the facilities committee as proposed by Trustee Stetson amended to require consideration of energy conservation and environmental practices in the development of the master plan.

Trustee Hall

Trustee Lange

9

0

 

 

 

The mission statement of the Facilities Committee adopted by the Board of Trustees is:

 

1)      Facilities Master Planning:

The Committee, in conjunction with the Management, will provide a draft Facilities Master Plan to the Board of Trustees. The master plan:

a. Will be consistent with the By-Laws and financial realities and be guided by the Strategic Plan.

b. Will provide input on the general facilities at Mad River Glen, including the descriptions, conditions, and general information on all facilities at the ski area.

c. Will NOT include discussion pertaining to the mountain trails, flora and fauna, and related elements, i.e. - water bars, signs, culverts, etc.)

d. Will propose timeline and budget for execution of the plan

e. Will consider environmental and energy saving goals, etc.

f. Will be updated as deemed necessary by the Board of Trustees.

2) Architectural Vision and Advice:

The Committee, in conjunction with the Management, will undertake specific assignments from the Board related to develop consensus architectural vision which will govern specific construction projects, establishing building design criteria, conducting design reviews, recommendations and/or establishing an approval process.

 

3) Facilities Improvements and Tactical Planning:

The Committee, in conjunction with the Management, will make prioritized recommendations on the needed and/or required improvements, maintenance and general upkeep of the facilities.

 

Trustee Bruns thanked Trustee Stetson for his work on this effort.

 

Trustee Stetson reported that the following have agreed to assist with Facilities Committee:

The committee is being actively staffed. Trustee Stetson reported:

·        Peter Hourihan - shareholder, will join the committee. Peter is a Massachusetts resident and architect with master planning experience.

·        Bob Neeld, Williston resident will act as an advisor to the committee. Bob is a structural engineer with expertise in historic preservation and practical designs.

 

Trustee Stetson will continue to recruit members to the Facilities Committee. The electronic forum will be used to let shareholders know this effort is underway.

 

General Manager Wimble will contact a local architect to see if he will help on the committee

Strategic Planning

Trustee Elkind reported that Trustee Godwin and he recommended that plans for the revision of the cooperative’s strategic plan be announced during the January 1, 2011 town hall meeting. In that meeting, they propose to review a few PowerPoint slides that:

·        Explain why the strategic plan is important to MRG

·        Review highlights of the current strategic plan 

·        Describe a process and timeline for revising the plan which will probably include

o       meetings to collect ideas

o       forum or e-mail to collect ideas

o       discussions to prioritize ideas and decide what goes into the revise plan

o       target timeline

·        Ask for volunteers who want to be involved

 

The board agreed with the above recommendation.

Volunteer

Trustee Lesure will coordinate with Jamey on next summer’s efforts.

 

Trustee Jondro asked if there were lessons learned from last summer’s volunteer effort. Trustee Bruns is consolidating lessons learned that include:

·        Opportunity to separate duties: 1 person to recruit and coordinate volunteers; another person to organize on-the-mountain activities

·        It is important to scope projects based on experience of the team leading the effort.

Board Development

Trustee Lange indicated the committee has received input on candidates and is working to recruit.

 

The Board Development committee continues to seek candidates.

 

Instead of attending an in-person candidates forum, this year candidates will pre-record videos of their statements and answers to a few questions posed by the Board Development Committee. Each candidate’s video will be posted on the Forum and/or cooperative website.

 

To publicize call for candidates, the committee will:

·        Include a call for candidates the January edition of The Echo

·        Post flyers in the Basebox early in the season

·        Create a thread on the electronic forum

 

Trustee Hall suggested that the election process be used to build awareness of and usage of the new forum through e-mail and references in the various publications.

 

Election timeline:

Now – Continue advocating that shareholders run for positions on the Board of Trustees

February 1 – Interested shareholders commit to candidacy

February 5 – Board approves slate of candidates

April 2 -- Election

National Historic Registry

UVM Professor Robert McCullough participated to this discussion.

 

The board of trustees expressed gratitude to Professor McCullough and his students for their help preparing the cooperative’s application to the National Historic Register.

 

Professor McCullough reminded the board that a listing on the National Historic Register does not place any restrictions on what a private property owner can do with its property. MRG will not experience any restrictions as a result of our application or listing on the register, unless Federal or State monies are pursued.

 

Trustee Bruns discussed process for refining and agreeing to the boundaries of the ‘historic place’ and the contributing structures and features.

 

Professor McCullough has identified the properties and features owned by Mad River Glen.

 

The process going forward is:

  1. The committee will work with Professor McCullough to establish criteria for what property and features to include in the application.
  2. Professor McCullough and his students will work with the criteria established to complete the application.
  3. The committee will recommend to the board the boundaries and features to be included in the district.
  4. The board will review and revise the recommendation prior to granting approval to submit the application to the state.

 

The sense of the Board is that the Cooperative should apply to the NHR as an individual property owner without including any other property owners.

 

Professor McCullough recommended that a call be made to the National Park Service to advise them of our progress and inclinations for what to include in the application.

New Business

<none>

Shareholder comments

None present

Executive Session

Enter executive session at 9:48A.

 

Adjourn executive session: Motion by Lesure, Second by Liu. Unanimously approved.

 

Adjourned from executive session at 10:29A.

 

Adjournment

 

Meeting adjourned at 10:30A.

 

Action Items

 

Action Item (Responsible Party)

STATUS

Once volunteer effort is a bit more organized, resurrect Volunteers page on Coop web site (President Wimble)

Will happen in May. In process.Waiting for Oct 15 rollout of new site. Update: “very do-able” as per Wes by December 1. Pending Wes.

Clarify what surveys need to be done of SH’s and day skiers, by whom, and how. (Trustees Jondro and Godwin)

Completed.

Prepare for Strategic Plan review. (Trustees Elkind and Godwin)

In Progress.

Remind people to give input on S.P. (Trustee Elkind)

Will be incorporated into SP revision process.

Recruit for Facilities Committee. (Trustee Stetson)

In progress.

Sending an email to recruit potential new members of the Board. (Trustee Lange)

In progress.

Consolidate and circulate lessons learned from the volunteer efforts last year. (Trustee Bruns)

New.

Circulate the results of last years customer survey (GM Wimble)

New.

 

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