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Draft Version 12/16/12

 

Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, December 8, 2012

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:0 a.m. on Saturday, December 8, 2012 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

 

Trustee

Attendance

Trustee

Attendance

Elkind (Chair)

Present

Godwin

Absent

Stetson (Vice-Chair)

Present

Holtan

Present

Anderson (Secretary)

Present

Jondro

Phone in

Liu (Treasurer)

Phone-in

Lesure

Present

Bruns

Present

 

 

 

 

Also present was President Wimble and 6 shareholders.

 

8:03 Call to Order

 

Trustee Elkind (Chair) called the meeting to order at 8:03

 

8:02 Shareholder comments.

 

Peter Saile asked about pass sales and Mad Card sales. President Wimble reported pass sales are up but too early to tell on Mad Cards.

 

8:03 Review & Approve Minutes of the November 10, 2012 Meeting,

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve the minutes of November10, 2012.

Trustee Stetson

Trustee Lesure

8

0

0

 

 

8: 05 Management Report

 

Operations:

 

 

Verizon construction has been slow this summer and may not be online until February. Hurricane Sandy destroyed 60 cell sites to our south and all equipment has been diverted to those sites. The construction is basically done, with just electrical work remaining in the building. They have cleaned the area, seeded and mulched. They will do some follow up cleanup in the spring because dirt work in the fall generally needs attention the next year to return it to its original state.

 

We started making snow November 26th and had a decent 1st week but temperatures have kept us down since Dec 1.

 

Lifts are inspected and ready for the season.

 

We have continued to boil down the financial numbers in the BAMP findings so we can make decisions on the implementing of how to pay for it. There have been a couple of meetings with the finance committee as to their feelings of to what extent if any can mountain operations help fund this and as to researching other funding sources.

 

We have had many compliments on this year’s Area Guide. Eric did a great job putting it together.

 

We have had great press coverage again this fall. Two issues of Ski have mentioned MRG, including one on the front cover. There have been many articles on NHR listing. We have been featured in Waitsfield Telecom brochure and Ski Journal.

 

Share Sales:

There are 7 shares on the tender request list from FY 2011-2012. We also had 2 hardship requests this past fiscal year totaling 9. This is below budgeted tender number and staff recommends we accept the tenders and pay out per policy.

 

Financials:

 

Income for the month of November came in on budget. Expenses were high this month but that was from items budgeted for October that came in November. YTD we are still running ahead of budget. As of December 1st the Cooperative had a healthy cash position.

 

 

Trustee Elkind complimented Eric on the area guide.

 

8:15 Finance Committee

 

 

Roy Liu offered the following report of the Finance Committee:

 

Finance Committee Conference Call

November 20, 2012 & December 6, 2012

Telephone Conference began at 8:02 am

Attending: Jim Elkind, Jamey Wimble, Pete Ludlow, Bruce Button, John Stetson, Tom Cagnina, Annika Holtan, Deb Steine, Penny Parsons, Accountants

Schedule and Agenda Review:

1. Review and preliminary discussion of updated 20-year capital expenditure budget:

Jamey reviewed a summary budget that was distributed to FC members. Included in the summary were projected Operating Income over 20 years, Share Sales – Net of Redemptions as a source of cash, and assumed cost-savings from implementation of upgraded energy systems in the BAMP. Offsetting these sources of cash are the projected funding costs along with expected timing of the BAMP, and other required capital improvements that management anticipates over the next 20 yearsDiscussion ensued regarding the basis for the BAMP. BAMP is the result of significant study undertaken by senior staff and members of the Facilities Committee. It represents the most current review by outside consulting firms regarding the current viability and needs of the co-op operation.

Participating FC members mentioned a number of issues with regard to potentially raising funds to bridge the large cash flow gap implied by this 20 year plan. Pete Ludlow specifically mentioned what would be expected by any lending institution, if the co-op were to seek to raise debt financing for part of this project.

It was also noted that from a timing perspective, there is a very near-term funding issue.

Guidance was given for the subsequent FC call on December 6th to develop a specific set of recommendations for the board of trustees regarding BAMP and the updated 20 year capital plan.

December 6, 2012

Agenda:

- Review of audited financial report and accounting firm comments:

·         FC recommends that the Board accept the results of the audited financials and move to instruct management to adopt the recommended auditing changes suggested by the external accounting firm. Motion passed with no objections

- Jamey Wimble submitted a request to redeem 9 shares.

·         FC recommends that the Board approve the redemption request. Motion passed with no objections.

- Conclusion of 20 year capital outlay review.

If the BAMP is the result of a thorough review of the current condition of the infrastructure of the co-op and its future requirements, then FC in concert with management has concluded that this plan cannot be funded with ongoing operating income as it is currently comprised, and makes the following recommendations:

• FC recommends that the Board consider raising additional capital from the following possible areas:

- Increased volume of share sales

- Potential increases in ticket or other services provided

- Potential special capital assessment to shareholders

- External fund-raising activities similar to what was undertaken in the Single Chair financing

- Borrowing a portion of the capital expenditures either through debt securities raised among shareholders, and/or borrowing from commercial lenders

• FC notes that there is a large up-front expenditure in Year 1 of the BAMP and recommends that the Board investigate the feasibility of splitting the project into smaller spending projects.

• With regard to borrowing, it is the recommendation of FC that the board understand what could reasonably be raised from the other areas mentioned above, as the debt load that could be supported by current cash flow is relatively low and any material borrowing would still require additional revenue sources to service the debt.

Motion passed with no objections

Respectfully submitted,

 

 

Roy Liu

Treasurer and Chairperson of the MRG Finance Committee

 

This led to two motions[JBS1] .

 

Motion

Made by

2nd by

Aye

Nay

Abstain

FC recommends that the Board approve the share redemption requests.

Trustee Liu

Trustee

Stetson

8

0

0

 

Motion

Made by

2nd by

Aye

Nay

Abstain

FC recommends that the Board accept the results of the audited financials and move to instruct management to adopt the recommended auditing changes suggested by the external accounting firm.

Trustee

Liu

Trustee

Jondro

8

0

0

 

8:25 Facilities Committee

 

 

The MRG Facilities Committee (FacCom) offers the following report:

Schematic Design cost estimates are presented below for the Base Area Master Plan (BAMP).

All estimates are in 2012 dollars and include 30% for soft costs (fees, permits, furnishings, equipment, financing, legal and project contingency).

a. New Ski Patrol/School/Lockers Building $1,775,000

b. Rental/Repair expansion & renovation 451,000

c. General Store expansion & renovation 650,000

d. Base Box/General Stark’s Pub expansion & renovation 3,381,000

Total $6,257,000

The Facilities Committee will use the collected shareholder input and our ability to raise funds to adjust the BAMP design. This adjustment will take place either as a refinement of our completed Schematic Design or during the next phase of the project, Design Development.

 

Discussion ensued for the following forty minutes including shareholder comments. This led to a motion.

Motion

Made by

2nd by

Aye

Nay

Abstain

I move that the board approve the Base Area Master Plan design concepts presented to the shareholders at the October 6, 2012 town hall meeting and that the board use the schematic design concept as the basis for strategic planning, fund raising, and gaining shareholder input.

 

 

Trustee Stetson

Trustee

Lesure

8

0

0

 

 

9:30 Fundraising Committee

Trustee Annika Holtan (chair) announced the following committee members.

Betsy Jondro, Deb Steines, Eric Palola, Gary Lange, Lars Bruns and Penny Parson.

 

Information from the Association of Fundraising Professionals seminar was summarized and implications for Mad River were discussed. Fundraising Committee has determined the following:

 

·         We have a strong start

o    A Mission Statement

o    A Strategic Plan that encompasses a Vision as well as Actions

o    Clear reasons for support for the Base Area Master Plan

o    A Fundraising Committee Mission Statement and Request for Proposal

o    History of Single Chair Campaign

o    An active partner: Stark Mountain Foundation

 

·         The next steps in the planning process for the Co-op and SMF include:

o    Reviewing proposals from fundraising consultants

o    Developing a Fundraising Plan and Case for Support

§  Encompassing both Financial and Inspirational Components

o    Evaluating feasibility, reactions to needs and the message

o    Identifying obstacles to success

o    Identifying constituent groups, potential partners and key drivers for giving

o    Determining quiet phase goals ® % of goal, length of time

o    Understanding the role and use of planned and legacy gifts in the Fundraising Plan.

o    Rebranding of SMF website/materials to strengthen messaging

 

All efforts lay the groundwork for any campaign the mountain may undertake. The committee has not incurred any expenses.

 

 

 

Discussion continued for forty minutes concerning receiving and evaluating the proposals from consultants, synching the fundraising goals with the 20 year plan developed by the finance committee, exploring endowment opportunities, and potential investment funds. It was agreed that developing a case for support and educational materials for shareholder comments was paramount. Shareholder input is critical to the Co-op.

 

10:10 Break

 

10:20 Education and Communication

 

Eric Friedman presented the board with the BAMP communication calendar.

 

Discussion followed on shareholder communication including mailings, a video tour of the MRG facilities, a manned informational table in the base box and a video display showing the presentation from Green and Gold. Coming up with a list of FAQ’s and detailing the benefits to shareholders.

 

Combining the Fundraising and Education calendars was proposed. Eric will work with the fundraising committee.

 

Trustee Bruns spoke of how far the board has progressed in the last 18 months and how this plan will be of immense value for future boards.

 

 

11:00 Managing, coordinating, scheduling.

 

Discussion involved considering a manager for the entire project and looking at a three year timeline. No action taken at this time.

 

11:15 Board Development.

 

Board members are encouraged to recruit potential future members per our action item.

 

11:20 Volunteerism

 

George will create a calendar for the manned table in the basebox and will recruit volunteers to help staff it.

11:25 Executive Committee

 

Executive committee took an action on a hardship request.

 

11:30

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

Motion to Adjourn

Trustee Liu

Trustee

Stetson

8

0

0

 

 

 

 

 

Action Item

Responsible Party

When

STATUS

Recruit new candidates for the board.

All

By mid January

Ongoing

Develop communications and fundraising timelines regarding BAMP.

Trustees Jondro and Holtan, Eric Friedman

 

Ongoing.

Use the timelines developed above to recommend a staffing model for designing, creating the collateral for, and managing the execution of a program to educate shareholders on the reasons for BAMP, the BAMP program, BAMP design, and BAMP timeline

President Wimble

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