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Board of Trustees Meeting; December 13, 2008

Board of Trustees Meeting

Minutes – Saturday, December 13, 2008

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 p.m. on Saturday, December 13, 2008 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustees Jay Appleton, Lars Bruns (Vice-Chair), Paul Finnerty, Liz Godwin (Secretary), Geordie Hall, Betsy Jondro, Jed Kalkstein, Bill Reynolds (Chair), and Eric Schoenholz (Treasurer) were present.

 

Also in attendance were four shareholders [“SH’s] and President Jamey Wimble.

 

5:00 PM Call to Order

Trustee Reynolds called the meeting to order at  5:00 p.m.

 

5:02 PM Minutes of November 8, 2008 (Action)

 

Motion

Made by

2nd by

Aye

Nay

Absent

To adopt the minutes of November 8, 2008 as written.

Trustee Bruns

Trustee Hall

7

0

2

 

5:05 PM Shareholder Comments

 

Before SH’s arrived, Trustee Bruns noted the posts to the list serve in which some SH’s voiced displeasure about not having Value and Mid-Week passes honored due to Opening Day falling on a Saturday. President Wimble noted that we try to open midweek to to give staff a lower volume day to get into the swing which usually avoids the situation. While the goal was to open Friday, snow was not ready on the mountain, so we ended up with a Saturday opening. We also heard from full pass holders who didn’t appreciate the idea of giving free skiing to those who did not elect to purchase the full pass.

Trustee Bruns noted that on annual meeting day, SH’s ski free, but the function of that is as an incentive to come to Annual Meeting and vote.

Trustee Godwin asked for clarification regarding whose purview this is – Board or Management? When told it was the Board’s, she recommended offering a discount or free skiing on Opening Day (for SH’s only) as a goodwill gesture. Trustee Hall recommended same (with addition of non-SH’s).

Trustee Bruns stated that he and others paid full price for a 7 day pass and was not in favor of offering additional free skiing to passholders.

Trustee Jondro pointed out that someone will always be disgruntled no matter what course is taken. Her concern was that if opening day fell on a great skiing day the mountain would get slammed if skiing were free and no one would be happy. She would not recommend changing the policy for SH’s.

Trustee Bruns noted that a Saturday opening day is rare and recommended that the Board consider working with management to have a written policy for management and guidance of future Boards.

Trustee Reynolds opined that the pass policy is pretty clearly stated on our website.

Trustee Godwin stated that the sense of community we foster here is the salient point and is something to at least consider.

Trustee Schoenholz volunteered to draft and circulate a response on the free skiing on opening day issue for the Board’s consideration.

 

SH Lu Putnam reiterated the importance of the sense of community.

SH Rocky Bleier said that even just a $10 charge on opening day would make a statement about the value of SH’s, plus we could make money back in the bar and food service.

SH Dot Helling said that owners need to be appreciated and “it’s tradition” [referring to the pre-Co-op days?].

 

5:15 PM Management Report

Trustee Finnerty asked whether the recent reduction in workers’ compensation rates in VT has affected MRG yet. President Wimble responded no but said that he was due to meet with our insurance agent shortly.

Trustee Bruns asked what the status was of Verizon’s interest in MRG for installation of a cell tower; no change since last meeting, according to President Wimble. Regarding the sound system, it’s not yet installed. An expert has come in to examine it and we hope to hook it up the first of next week; it will be “bullet-proof and dummy-proof.”

A question was asked regarding the beer mug club. The number of mugs was increased, and size increased to 20 ounces. Trustee Bruns applauded management’s decision on mugs.

Retail shop: some of the numbers on the report are wrong – we had more income in November – what happened was that it didn’t get to deposit until December 1, so it will be reported in December. We’re over budget on expenses but most is merchandise, so that should not repeat. We are right where we want to be regarding amount of inventory. About 70% of inventory hasn’t been paid for yet – these come due in January, February, and March of 2009; this has been budgeted.

Trustee Reynolds asked about Single Chair Campaign (SCC) pledges outstanding. Per President Wimble, $94K is outstanding for 2008; $105K is outstanding for 2009 and $83K for 2010.

Trustee Hall asked about the status of the maintenance fund on the Single. Pres. Wimble said that technically the maintenance fund is administered through Preservation Trust of VT (PTV); our in-house one should be a “SC reserve fund.” Said fund is at a zero balance right now; but if all of the pledges are paid , the fund will have approximately $115K plus any additional funds raised from chair sales. Trustee Bruns confirmed that we will pay off our loan before putting money in the reserve fund. Trustee Kalkstein asked whether there were pledge defaults in ’07; Trustee Hall said he and SH Deb Steines are personally working with these donors.

 

5:25 PM Financial Report

 

Trustee Hall asked why the inventory and expense of “the book” is not included in our retail numbers. Trustee Jondro replied that it’s because the book is being sold off-mountain as well as in the store.

Trustee Hall asked if Pres. Wimble could build a separate profit and loss (P&L) for the store. Trustees Kalkstein and Schoenholz pointed out that we already have the total income and expenses for each department so individual P&L’s are not required. Trustee Hall responded that he thought we should see individual P&L’s, but that it was a separate issue. Pres. Wimble said that he goes over the individual P&L’s of each department. Trustee Hall wondered if the Board could get those for perusal.

 

LAST CALL RECESS – 5 MINUTES

 

5:35 PM FY 2007 Audit (Action)

 

The FC held a telephone conference to review the audit on Wednesday December 10th .. Trustee Schoenholz had asked Pres. Wimble for a “pseudo budget” so we could see how operations did on its own without the Single Campaign and retail start-up cost

Our audit numbers look good. Net value per share is $1,491. Trustee Appleton asked what it would be without the Single Campaign contributions; it would be about $700-$800 without that money. He also asked what negative retained earnings were. That’s our loss carry forward. Pres. Wimble explained that we still have lost approximately $109K on the books. Trustee Kalkstein pointed out that in terms of the net book value the retained earnings are usually negative even when we hit our net operating income target due to the effect of depreciation.

Trustee Schoenholz reviewed the Auditors’ Management Letter. This year they had no significant findings. They had made two suggestions for Board consideration. The first was to spread out our cash accounts among multiple banks so that the entire amount is FDIC insured (this had already been done). The second was to switch to biweekly pay periods to save on administration and accounting costs; we currently pay employees on a weekly basis. The FC decided to let management decide how to handle this. Many employees like being paid weekly; also, they’re not highly compensated, so maybe it would be to their benefit to stay on weekly? Pres. Wimble said that biweekly could be a problem for some of our employees. He’s put the idea out to department heads who will put it out to employees. Trustees Reynolds and Hall wanted to know the costs of doing payroll. We would save about four hours/week in this change. Trustee Finnerty asked about mandating direct deposit. Pres. Wimble said that it doesn’t save much as we’re doing payroll in-house.

Trustee Schoenholz stated that based on the two recommendations and the lack of major material weaknesses in the audit, the FC unanimously recommends approval of said audit.

 

Motion

Made by

2nd by

Aye

Nay

To approve the audit for FY 2007-2008.

 

Trustee Schoenholz

Trustee Appleton

9

0

 

5:45 PM Other Committee Reports

 

Finance Committee

 

The Finance Committee also reviewed the capital expenditures (CAPX) of $120,724 out of the approved amount of $132,500. Some approved items ended up being minor repairs so they were expensed rather than carried as capital expenditures which accounted for most of the surplus.

Two major projects are planned for next summer. The first is replacement of the Mill Brook bridge on Schuss Pass which will cost approximately $27,000, with the homeowners on Schuss Pass paying 40%. The second is the repair / replacement of the steel I-beams under the office building.

Trustee Appleton asked about the expected cost of the I-beams under the boardwalk. Pres. Wimble has it out to bid currently, and did not want to speculate.

Trustee Hall asked about the Patrol/Ski School building. Trustee Schoenholz said it’s in the long-term plan and it’s up to management. Pres. Wimble projected it to be about 3 years out and to cost about $450K. Trustee Bruns reminded the Board that the snowguns and snowcats are probably ahead of it with respect to priorities.

Trustee Kalkstein inquired as to the status of the rainy day fund. Trustee Schoenholz said that we should be able to fund that this year because we paid off the Double bonds. Trustee Kalkstein clarified that he wanted to retroactively put money in it for FY ‘07-‘08; Pres. Wimble thought maybe $200K should be allocated to the fund for future capital expenditures. Trustee Kalkstein would like to task the FC with reviewing the $200K number for the next meeting. Trustee Schoenholz said that the next FC meeting would be after the January Board meeting; therefore it should be a February agenda item, not a January one.

 

Board Development Committee

 

Trustee Finnerty reported that for people who are interested in running for Board, this is a good year because no incumbents will be running for their seats. Trustee Finnerty will put a reminder on listserv; Trustee Godwin will put it on Facebook.

 

Other

 

Trustee Bruns will send the Trustees a list of data to collect regarding lift lines.

 

Final Shareholder Comments

 

SH Rocky Bleier enthusiastically applauded the FC and full Board for regularly and consistently posting minutes. He also noted that on the website, some committees’ minutes were last updated in 2003.

Speaking as a SH, Paul Finnerty commended Marketing Director Eric Friedman for having up-to-date Board and FC minutes on the SH bulletin board for opening day. In response, Trustee Reynolds commended Trustee Godwin for getting the minutes done quickly enough for that to happen.

Trustee Bruns commended Marketing Director Friedman for the creative Valley Reporter ad regarding Sugarbush’s 50th anniversary.

Trustee Jondro thanked Mary Kerr and all who worked on “the book” for their incredible efforts.

 

Motion

Made by

2nd by

Aye

Nay

To enter Executive Session.

 

Trustee Appleton

Trustee Hall

9

0

 

6:15 PM Executive Session

 

Note: at 6:41 Trustees Hall and Jondro recused themselves for the remainder of executive session.

 

 

Motion

Made by

2nd by

Aye

Nay

To exit Executive Session.

 

Trustee Kalkstein

Trustee Godwin

7

0

 

No action was taken during executive session.

 

7:16 PM Adjourn

 

Motion

Made by

2nd by

Aye

Nay

To adjourn.

 

Trustee Appleton

Trustee Finnerty

7

0

 

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