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MADRIVER GLEN COOPERATIVE

BOARD OF TRUSTEES

MINUTES OF MEETING - FINAL

February 7, 2004

 

After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:05 PM on February 7, 2004 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.

 

Trustees Alan Moats, Jito Coleman, Deb Steines, Jay Appleton, Paul Finnerty, Leigh Michl, and Ken Eaton were present. Lu Putnam attended by teleconference and Rick Moulton was absent. Also present were President Jamey Wimble, counsel Peter Monte, Callie McAllister, and Sharon Crawford as well as several shareholders.

 

CALL TO ORDER:

Board Chair Alan Moats called the meeting to order at 5:05M.

 

APPROVAL OF SEPTEMBER, OCTOBER MINUTES

Upon motion duly made by Deb Steines and seconded by Jay Appleton, it was unanimously

 

VOTED: To accept the minutes of the January 10, 2003 board of trustee meeting.

 

SHAREHOLDER COMMENTS

There were no shareholder comments when Alan Moats opened the floor.

 

MANAGEMENT REPORT

There were no comments.

 

FINANCIAL REPORT

Deb Steines asked about the level of expenses (versus plan). Jamey explained the major items that accounted for the higher expenses versus budget including (1) $18,000 for the single chair repair, (2) $8,000 for phones (maintenance and voice mail), (3) Basebox wages (timing difference versus budget) of $14,000. The latter will come into line with budget in summer months. Food costs and wages are higher than Jamey is comfortable with. He also noted that there were rising health care costs, however, even with the higher costs versus budget, there is still a savings with the Co-op’s new self insurance of the employee deductible program versus the alternative health care proposal. Jamey also pointed out that he had made a business interruption claim related to the repair work on the single.

 

SINGLE REPORT

Jamey recounted the details of the single problems. The original, 4 day closure (beginning December 19th) was a result of the top station bullwheel shaft breakage. The later closures were the result of the new, replaced and old parts not in compatibility. It required adjustments, necessitating the additional closures. The bullwheel will be taken apart and reassembled in the summer.

 

EMPLOYEES AS TRUSTEES

Mr. Moats recounted the plan of the trustees whereby there will be a non-binding vote of shareholders related to the issue of having employees of the Cooperative serve as trustees of the Cooperative. He reviewed the proposed ballot wording.

 

Ms. Steines made two points. First, she suggested that there be pre-defined choices for shareholders who voted for a limitation on the number of employee trustees. She also requested that the results of this ballot question not be tallied on the night of the election. It would be costly to do so and the question was non-binding. Mr. Moats agreed, as did the board.

 

Mr. Moats also brought up the question of the definition of employees. Jay Appleton suggested that employees be defined as year round personnel and department heads. Peter Monte suggested another multiple choice question so shareholders could define who is an employee. Mr. Eaton suggested that the definition be anyone who is in the chain of command, i.e., directly or indirectly reporting to the President. Another option presented was employees who are eligible for worker’s compensation.

 

Jamey suggested that the purpose of this potential bylaw amendment was not served unless the “chain of command” definition is used. Jito Coleman suggested more questions related to the definition of an employee in order to gather more information. Mr. Michl disagreed for a variety of reasons, principally because it would not serve the purpose of raising the question to begin with. There was also a question of whether the definition of an employee would continue for one year after their employment. There was a general consensus that the definition of employee be predetermined in the ballot and that the one year “shadow” be excluded. Examples of who would be an employee, as defined, would be in the attached “white paper”. The board agreed that the definition of employee be any person who reports directly or indirectly to the President – Mad River Glen Ski Area. Mr. Appleton requested the inclusion of a non-tabulated comment field that could be examined in the future if the need arose.

 

Mr. Moats opened the floor and there were a number of clarifying questions from shareholders. Mr. Kalkstein asked about the history of this question. Mr. Monte said it was an understanding that, in the first shareholder elected board slate, the founding board had agreed that no employees would run for the board. However, this informal agreement was not common knowledge, and was not followed in practice.

 

Upon motion duly made by Leigh Michl and seconded by Paul Finnerty, it was unanimously

 

VOTED: That the 2004 Annual Ballot include (1) the “advisory” question (as attached to the minutes) regarding the eligibility of Cooperative employees to serve on the Board of Trustees, (2) the question to amend Section 3.7(b) to change the deadline for receipt of absentee ballots from the day before the Annual Meeting to 1/4 hour after the close of the Annual Meeting, and (3) the slate of trustee candidates as proposed by the Board Development Committee.

 

 

 

TITLE OF COOPERATIVE PRESIDENT

Mr. Moats brought up the outstanding issue of a potential bylaw question related to a change in the title of the President – Mad River Glen Cooperative. Mr. Monte pointed out that, from a legal perspective, there needed to be a Cooperative President. Mr. Moats suggested an informal title change from President and Vice President to Chair and Vice Chair. If this presented a problem, it could always be addressed in subsequent years. Mr. Monte suggested that, in the annual election of officers, the election of President be for “President - Mad River Glen Cooperative and Chair of the board of trustees”.

 

Upon motion duly made by Leigh Michl and seconded by Ken Eaton, it was unanimously

 

VOTED: The President and Vice President will be hereafter referred to as Chair and Vice Chair of the board of trustees of the Cooperative.

 

COMMITTEE REPORTS

Election:

Deb recounted certain procedural items of the election process as well as an upcoming meeting of the Election Committee. She clarified that attendance and participation on the Committee was open to shareholders. She also clarified that past board meetings had addressed the issue of when the deadline for write-in candidates was (it is February 7th).

 

Mr. Appleton asked why more shareholders did not run this year. She stated that she and several other trustees had lobbied hard for more candidates. Potential trustees had a number of concerns including the time commitment and, for some, the desire to avoid participation in Cooperative politics. She also noted that there was more interest among out-of-state candidates than in-state candidates and that, perhaps, the issue of the number of in-state and out-of-state trustees be reviewed in subsequent years.

 

Finance:

Ms. Steines reviewed the proposed change to the 401(k) plan from the present 50% match for 3% of salary to a 50% match for 6% of salary. The Finance Committee recommended that this change be adopted. The board will have this as an action item for the March trustees meeting.

 

She also reviewed other recommendations of the committee:

 

(1)    that there be only a $75,000 allocation to the reserve fund for 2002/2003; and

(2)    that the “Single Chair Reserve” be hereafter referred to as the “Capital Equipment Reserve”.

 

The Board agreed that the Single Reserve should be renamed as the Capital Equipment Reserve in order to more accurately reflect its intended use.

 

Executive Committee Actions:

Mr. Moats mentioned that there were no Executive Committee actions.

 

Facilities:

Mr. Coleman reported that Norwich architectural students were working for their entire semester on creative matters and CAD documentation of Co-op facilities. He also mentioned the charrette issue related to parking. He mentioned “social” solutions to the parking problem such as encouraging car-pooling, etc. Mr. Coleman suggested that social changes to parking practices was a topic for management, not the Facilities Committee.

 

Shareholder Relations Committee:

Mr. Moulton was not present to present the progress of the committee. Mr. Moats reviewed that the SRC discussed dividing itself into (1) the committee itself and (2) a task force (not a committee of the board) related to activity-based topics such as a potential shareholder directory and shareholder pins.

 

Board Development:

Ms. Steines had nothing to report.

 

Personnel Committee:

Nothing to report.

 

20th Hole:

Nothing significant to report but meetings were continuing.

 

SHAREHOLDER COMMENTS

Mr. Heinzerling commented that he was in favor of making the Ski Area a Historic Preservation District. He also asked if the board was in favor of such designation. There was a general positive inclination by the board. Mr. Michl stated that he did not presently have an opinion. Mr. Moats also commented that there was a white paper being drafted on the matter. The board thought that the issue would be discussed further at the March 6th trustees meeting.

 

EXECUTIVE SESSION:

The board entered executive session at 7:00pm to discuss personnel matters. Ms. Putnam did not participate because, as a volunteer employee, she had a potential conflict of interest.

 

ADJOURNMENT

There was no action from the Executive Session and, there being no further business to come before the board, the meeting adjourned at 8:00 PM.

 

Respectfully submitted, Leigh Michl

 

A true record.

 

ATTEST: __________________________________________

Leigh Michl, Secretary

 

Attachments

  1. Management Report
  2. Financial Report
  3. Proposed Ballot

Management report

2-7-04

 

Operations:

 

We will continue to do research on the single to see if we need to make adjustments to the current capital plan and schedule.

 

Bitter cold weather and low snowfall has taken its toll on ticket sales.

 

Mad River race team has been doing very well. J4 and J5’s have been putting up very good results this season. Mad River is proving to be a great “Feeder” program in the race world.

 

We have literally owned the media spotlight. Ski, Skiing, New York Times, the list goes on and on. Eric has been wining and dining writers this winter for articles we will see next year.

 

Share Sales:

 

We have sold 29 shares against a budget of 16 YTD. We have tendered 15 shares YTD. Net 14 shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jan 04

 

Budget

 

$ Over Budget

 

% of Budget

 

Ordinary Income/Expense

 

 

 

 

 

 

 

 

 

 

Income

 

 

 

 

 

 

 

 

 

 

 

Basebox

81,128.63

 

87,075.00

 

-5,946.37

 

93.17%

 

 

 

 

Day Tickets

169,992.56

 

238,413.00

 

-68,420.44

 

71.3%

 

 

 

 

Interest

478.00

 

700.00

 

-222.00

 

68.29%

 

 

 

 

Marketing

863.57

 

450.00

 

413.57

 

191.9%

 

 

 

 

Other Income

9,874.00

 

800.00

 

9,074.00

 

1,234.25%

 

 

 

 

Rental Income

8,655.09

 

7,500.00

 

1,155.09

 

115.4%

 

 

 

 

Season Passes

1,644.73

 

16,082.64

 

-14,437.91

 

10.23%

 

 

 

 

Services Income

56,621.66

 

68,921.43

 

-12,299.77

 

82.15%

 

 

 

 

362.1 · Special Events-Taxable 10%

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