Board Meeting Minutes; December 9, 2006
Board of Trustee’s Meeting
Minutes - Saturday December 9, 2006
Draft – Pending Review
After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:10 a.m. on December 9, 2006 on the 3rd floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.
Trustees Jay Appleton, Paul Finnerty, Jed Kalkstein, Bill Reynolds, Mary Schramke, Steve Mackenzie, Geordie Hall and Rick Moulton and Eric Schoenholz were present.Also present were staff members President Jamey Wimble, Marketing Director Eric Friedman and Administrative Manager Sharon Crawford, and several shareholders.
Jay Appleton, chair, called the meeting to order at 8:10 a.m.
Upon motion duly made by Geordie Hall and seconded by Steve Mackenzie it was unanimously
Voted: To approve the minutes of the November 11, 2006 board of trustees’ meetings.
President Jamey Wimble reported that the Cooperative will have to utilize its line of credit to pay the 2nd payment of $200,000 for the single chair.
The Coop is moving forward with its program to purchase “Green Power” with the goal of becoming 100 % carbon neutral.Jed Kalkstein commended management for pursuing the green power initiative.Eric Friedman reported that the cost of going to green power could be fully offset by a grant by the Stark Mountain Foundation.
The management report is attached for reference.
Jamie reported that the cooperative was down $74,000 in season passes.
Eric Schoenholz advised that Mad Card purchases were down 25%.
Lu Putnam proposed increasing the free age on Mad Card Purchases up to 14 years of age.
The financial report is attached for reference.
Paul Finnerty questioned whether management had taken any steps to address the concerns raised in the audit report.Jamey responded that to the extent possible these concerns have been addressed by management.
The finance committee recommended that the FY 2006 Audited Financial Statements be approved by the Board.
Upon motion duly made by Geordie Hall and seconded by Mary Schramke it was unanimously
Voted: To approve the audit.
Geordie Hall reported that Glynda McKinnon has resigned as campaign manager and that Sharon Crawford will pick up the campaign responsibilities.Geordie commended Jamie and MRG management and executive staff as they are 100% committed to the single chair campaign.In addition, all board members have received the solicitation training and are pledged to the campaign.Eric Schoenholz stressed the importance of getting donors to fulfill their pledges to provide cash as soon as possible.
There are four ways in which shareholders can assist the campaign:1) donate, 2) identify solicitors, 3) identify donors, and 4) by soliciting donations.The ski patrol has already pledged $110,000.
Geordie advised that for any money to flow to MRG the covenant must be in effect which requires that $309,000 cash be donated through PTV.A matching grant of $150k is available should the Cooperative raise $300k by the end of the calendar year.
Penny Parsons reported that Stark Mountain Foundation is holding money donated to date and will channel all funds through PTV.Penny stated that she had received verbal assurances on two towers and had received $20,000 from the Roy Foundation.The Stark Mountain Foundation will hold a fundraising party, which will include single chair auction, raffle and essay contest, on February 24, 2007.
Bill Reynolds reported that donors who give $5,000 or more will receive naming rights to a chair and donors who give $10,000 or more will receive naming rights for two chairs and an additional incentive gift chosen by the donor from a menu of items selected by management.
Eric Schoenholz reminded everyone that matching grants count towards towers and chairs.
Geordie advised that everyone who gives to the campaign will have his or her name listed on the donor’s plaque.
SHARE PRICE INCREASE (ACTION)
Jamey Wimble advised that management was looking to raise the share price from 1,750 to $2,000 in order to raise capitol and give potential share purchasers increased incentive to buy shares before the increase goes into effect.Jamey stated that a $250 increase to $2,000 would be in line with the consumer price index (“CPI”).
Jed Kalkstien indicated that there is an argument to be made that the share price should be $2,600 in order to be in accord with the CPI.
Geordie Hall said that he would like to know from Eric Friedman how many shares the Coop could expect to sell.Eric Friedman advised that looking at the shareholder database there are 800 potential shareholders who might purchase another share.The goal is to sell 150 shares.
Mary Schramke thought that the $250 increase was significant and cautioned against too great of an increase in the share price.
Paul Finnerty stressed the importance of having replacement capital available and advocated for a “big tent” approach by keeping the share price low.Finnerty noted that the more shareholders there were the more people you would have paying the APR and spending money at the mountain.
Bill Reynolds asked if the Finance Committee had a recommendation.Eric Schoenholz advised that the Finance Committee had looked at the numbers but had decided that this was a marketing decision not a finance decision.Thus the Finance Committee did not make a recommendation.
Upon motion duly made by Steve Mackenzie and seconded by Bill Reynolds it was unanimously
Voted: That the share price shall increase to $2000 on April 8, 2007.
Jay Appleton summarized the issue as pertaining to By-Law section 9.6 (share redemption), and the cooperatives failure to adhere to this By-law in the past.
Eric Schoenholz reported that the Finance Committee has looked at the financial condition of the cooperative and at this point continues to recommend that redemption be suspended until January.
Bill Heinzerling asked whether Tower 2 will remain a tube tower.Jamie Wimble responded that Tower 2 will be converted into a lattice tower.
MOTION TO ADJOURN INTO EXECUTIVE SESSION
Upon motion duly made by Geordie Hall and seconded by Jed Kalkstien it was unanimously
Voted: To adjourn into executive session
The Board went into executive session at 10:22 a.m.
The Board returned from Executive Session at 11:05 a.m.
No action was taken during the executive session.
There being no further business to come before the board, the meeting adjourned at 11:15 a.m.
Respectfully submitted, William B. Reynolds
A true record.
William B. Reynolds, Secretary
a. Management Report
b. Financial Report