MAD RIVER GLEN COOPERATIVE
BOARD OF TRUSTEES
MINUTES OF MEETING – Final
February 11, 2006
After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:10 PM on February 11, 2006 on the 3 rd floor of the Basebox at Mad River Glen Ski Area in Fayston , Vermont .
Trustees Jay Appleton, Paul Finnerty, Steve Mackenzie, Deb Steines, Geordie Hall, Rick Moulton, Jed Kalkstein, and Bill Reynolds were present; Mary Schramke was present on the phone. Also present was President Jamey Wimble as well as several shareholders.
CALL TO ORDER:
Jay Appleton called the meeting to order at 5:10 PM .
APPROVAL OF MINUTES
Upon motion duly made by Rick Moulton and seconded by Geordie Hall, it was unanimously
VOTED: To approve the minutes of January 15, 2006
Shareholder Comments – Jay Appleton reminded shareholders present that shareholders would be held to three minutes or three topics.
Rocky Bleier complemented Jamey for mountain operations over the past several weeks.
Rocky Bleier reminded the board that at the November meeting he requested Betsy Pratt be recognized at the 10th anniversary party and requested this be reflected in the minutes to be credited for the motion subsequently made by Geordie hall at that meeting.
Rocky also requested minutes are posted in an expeditious manner as the November and December minutes were posted in January.
Lee Treffinger also questioned whether the Waitsfield phone company has spoken to anyone on the mountain about putting a phone hut on in the parking lot that would reduce the number of parking spaces. Jamey is aware of the issue.
The Management report is attached for reference.
There have been between 7-10 shares tendered into preservation certificate due to individuals not being available to ski the mountain, leaving the area, not active, etc.
Jay Appleton questioned the $2,000 loss at the anniversary party. It was priced to break even at 300 people, and 260 attended.
We continue to loose ground compared to budget, we are over $100k behind last winter at this point and last year was grim also.
It was also noted that Jamey is doing an excellent job of cutting expenses. Unfortunately Jamey has had to lay individuals off at times.
Duly authorized Agent
We need to officially designate the President as the authorized agent of the Co-op
Upon motion duly made by Geordie Hall and seconded by Jed Kalkstein, it was unanimously voted
Motion – to officially designate the President/GM as the Co-op’s duly authorized agent representing the Co-op on official business.
Voted : to accept the motion as presented.
Single Chair Rebuild Update
Jamey met with Doplemeyer/CTEC representative - their price is coming in higher than originally bid. Jamey is working with them to get the price back in line with the original bid. Also looking at possibly locking in engineering costs now to eliminate price increases. Price increases are appearing with the electrical supplies and prior increases in steel prices.
Marty Beam questioned whether the increases were due to the delay in construction. Jamey replied that they were continuing to work the price increases to eliminate or reduce them.
Rocky Bleier asked when prices would be locked in. Jamey replied some prices would lock in May; some may fluctuate until construction in 2007.
Single Chair Campaign Committee Update
Geordie Hall, the Chair of the committee provided this update:
Geordie’s presentation is attached
Mary Schramke motioned, Rick Moulton seconded:
Motion : to accept the covenants language as presented to be used as the basis for discussion with PTV.
Discussion : the board has had this document for several weeks and had had e-mail communication preceding this meeting.
Steve had a concern over bullet 14 being an open ended hold harmless and cautioned that the lawyers need to focus on this language; but is okay with the language as presented.
Paul Finnerty and Bill Reynolds commented they were comfortable with the document as currently presented but will need to review the details once written.
Jamey is comfortable with this in principle, a lot of discussion on the 50-year part, this is a machine, not a building but PTV will have an issue with anything less than 50 years.
Jay is comfortable with the historical significant features being the key components of the document.
Rick Moulton called the question,
VOTED : Unanimously accepted.
Mary Schramke and Rick Moulton left the meeting at 6:45 PM .
Annual meeting ballot
Bill Reynolds presented the following slate:
Slate of candidates:
In State: Paul Finnerty and Jay Appleton
Out-of-State: Liz Godwin, Peter Ludlow, and Eric Schoenholz
Rocky Bleier had originally declared but formally withdrew on February 10 th. He requested this letter be included in the minutes:
Dear MRG Coop Board,
After much soul searching and interviewing of active Coop owners, I have decided not to pursue a seat on the Board at this time. Please consider this a formal withdrawal from the election.
As I have personally endorsed both incumbents in the past, my running would only serve to confuse some, and make it appear that I have changed my tune on these individuals, which is not the case.
In addition, I do not feel that I would have the time, or the energy to be an active candidate or effectively serve on the Board.
Please understand that I remain disappointed with the election process in our Coop. In my humble opinion, the Board has been less than responsible by not being more pro-active in filling out a larger slate for in-state. I feel that my time served as Election Committee Chair in the past "qualifies" me to make this assessment. The bylaws of the Coop are not being faithfully followed, in that the owners are not being offered a "reasonable choice" of candidates (for the in-state seats).
By not running for the Board, I will have more freedom to express my opinions without having those who take exception to my views charging me with making political statements.
Thank you for your consideration and continued service to the Coop.
Please enter this into the official record by reading this at the February Board meeting and attaching to the meeting minutes. -RB
Bill Reynolds moved, Geordie Hall seconded
Motion : approve the slate of candidates as presented
Voted : unanimously approved
Candidates can declare by petition until 4:30 PM on Saturday, February 18 th.
Bylaw Amendment – currently we are authorized to issue 3,000 shares to 2,000 owners. We have issued 2038 shares to 1787 owners; there are 105 preservation certificates that can be converted to shares. If you allow for the preservation certificates to be converted there are 113 potential new owners out of the 2,000 originally specified in our bylaws. Paul Finnerty discussed with Eric Friedman what the number of new owners should be if the bylaws were to be altered. Eric had no strong opinion as to what that number should be. Paul is suggesting the number of owners be increased by 500, keeping the total number of shares at 3,000. The original number of 2,000 shareholders had no basis in the original bylaws.
Paul Finnerty presented the following question for inclusion on this year’s ballot.
Should article IX, Section 9.1, capital stock authorization be changed from “the cooperative shall issue shares to no more than two thousand owners” to “the cooperative shall issue shares to no more than two thousand –five hundred owners”
Motion : to approve the question for the ballot as presented
Bill Reynolds moved and Geordie Hall seconded the motion.
Voted : to unanimously accept the motion
Paul requested the board approve the following language to be included with the ballot to further define the change
Section 9.1 of the cooperative bylaws authorizes the issuance of 3,000 shares to 2,00 owners. Presently, 2,038 shares have been issued to 1787 owners. Additionally, 105 preservation certificates, each convertible to one share, hav ebeen purchased. Under the current bylaw, these are 857 shares available to 113 new oc current owners. In anticipation of increased interest in share ownership, the board of trustees recommends leaving the number of shares authorized at 3,000, but increasing the number of potential owners from 2,000 to 2,500.
Jed moved, Bill seconded
Voted : to unanimously accept the motion
Executive – no action.
Finance – no action.
Facilities – no action.
Board Development – election committee previously reported
Personnel – President/GM review to be accomplished in executive session.
20th – no action. Steve is still trying to get a copy of the appraisal.
Shareholder Relations – no action
Shareholder Comments – no additional comments.
Shareholder Comments : Bill Heinzerling questions the status of the Historic Preservation. Geordie Hall stated there was nothing to be gained at this point by implemented.
The board adjourned to executive session at 7:17 PM .
The board came out of executive session at 8:25 PM .
There being no further business to come before the board, the meeting adjourned at 8:25 PM .
Respectfully submitted, Deb Steines
A true record.
Debra Steines, Secretary