BOARD OF TRUSTEES MEETING MINUTES FEBRUARY 14, 2002
Mad River Glen Cooperative
Board of Trustees
Minutes of Meeting
Feb. 14, 2002
After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 9:00 p.m. on Feb. 14, 2002, by a dial in phone conference. Trustees Michl, Russell, Schultz, Eaton, Kirkpatrick, Coleman, Bleier and Steines were present. The Cooperative’s president presided. Al Russell kept the minutes. Jamey Wimble attended at the Board’s request, as did Co-op counsel Peter Monte.
CALL TO ORDER
President Russell called the meeting to order at 9:02 p.m.
Notice was given for the next meeting to be held Feb. 22, 2002, from 2 to 6 PM, at the Birdcage. Secretary Bleier will provide notice. The Agenda will be limited to strategic planning.
Upon motion duly made by Mr. Eaton, and seconded Ms. Steines, it was unanimously
VOTED: To accept the slate of candidates as recommended by the Election Committee: Dot Helling, Rick Moulton, Alan Moats, Al Russell, and Leigh Michl.
The official format and content of the proposed ballot to be used for this year's election was discussed. The need for the proposed by-law amendment re. Termination of ownership was discussed. Mr. Monte explained the need to have this become an article instead of a by-law change. Trustee Kirkpatrick concurred.
Upon motion duly made by Ms. Steines, and seconded Ms. Kirkpatrick, it was unanimously
VOTED: To propose to the membership a change in the Articles re. a 2/3 vote of the full board to terminate a shareholder’s ownership. The full text will be prepared by Mr. Monte, and sent to the Board by Monday.
Further discussion ensued related to the difficulty of getting a 2/3 vote that is needed to change an Article, vs. a majority vote as is the requirement to change a by-law, and that this might delay or even prevent enactment of the desired change to a 2/3 vote of the full board. Mr. Monte again stressed the need for the articles change, clearly stating that simply changing the by-laws only would leave the co-op with an unenforceable clause.
Mr. Schultz declared that he, Mr. Bleier, and Ms. Putnam were hereby placing the 2/3 vote for termination by-law change on the ballot for a referendum vote by owners (in addition to the articles change). Mr. Bleier concurred. Some discussion ensued relating to Ms. Putnam's absence, and the need for her to confirm her participation by e-mail as soon as possible. The President accepted the declaration, pending Ms. Putnam‘s concurrence.
Mr. Schultz left at this point due to phone problems.
Further discussion ensued in relation to the two referendum items, and the Articles change the Board was recommending. A pro and con statement for each referendum item needs to be prepared, as well as a Pro statement for the unanimously voted Articles change. Also, the referendum items need to be prepared and delivered to Mr. Monte, for inclusion on the final ballot. Due to printing deadlines, the following schedule was adopted:
Final wording of referendum items – Feb. 18, at noon
Pro and Con statements – Feb. 18, at noon
Final comments and review –Feb. 21, 5:00PM
Pro statement for Article 2.7 – Mr. Russell
Con statements for Bylaw 2.7 and 5.7 – Ms. Kirkpatrick
Pro statements for Bylaw 2.7 and 5.7 – Mr. Bleier
There being no further business to come before the Board the meeting adjourned at 10:20 p.m.
A true record.
Robin "Rocky" Bleier, Secretary