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Mad River Glen Cooperative

Board of Trustees Meeting

DRAFT Minutes – Saturday, March 14, 2009

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 p.m. on Saturday, March 14, 2009 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustees Jay Appleton, Lars Bruns (Vice-Chair), Paul Finnerty, Liz Godwin (Secretary) – arr. 5:15, Geordie Hall – dep. 5:45, Betsy Jondro, Jed Kalkstein, Bill Reynolds (Chair), and Eric Schoenholz (Treasurer) were present.

 

Also in attendance were six shareholders [“SH’s] and President Jamey Wimble.

 

5:05 PMCall to Order

Trustee Reynolds called the meeting to order at 5:05 p.m.

Trustee Reynolds noted that former GM Ken Quackenbush has broken his hip and is in the hospital.The Board wishes him a speedy recovery.

 

5:05 PMMinutes of February 14, 2009 (Action)

 

Motion

Made by

2nd by

Aye

Nay

Abstain

Absent

To adopt the minutes of February 14, 2009 as written.

Trustee Finnerty

Trustee Bruns

7

0

Trustee Kalkstein

Trustee Godwin

 

5:06 PMShareholder Comments

 

SH Deri Meier asked about the ballot issue concerning possible listing on the National Historic Register (NHR).He noted that the enclosure in the shareholder mailing appeared to indicate to him that the Board was in favor of listing on the NHR, and wanted to know if this was in fact the case.Trustee Kalkstein indicated that the majority but not all of the Boardare in favor of listing.Trustee Reynolds said that we had a presentation from Meg Campbell of PTV at last board meeting in which she addressed many of the potential concerns regarding any possible restrictions on use of Coop property.In addition, SH Ron Shems, an attorney with extensive experience in land use and environmental law, addressed the potential Act 250 implications.The Board’s intent is to provide as much info as possible to SH’s and to gauge SH interest in pursuing listing on the NHR.

 

SH Bob Rogers questioned whether, given the variable weather and snow conditions of late,managment should be cutting back on the number of lifts being run during the week in order to reduce expenses.President Wimble replied that management has done just that.

 

5:16 PMManagement Report

Operations:

 

Our workman’s comp insurance was just renewed, and it dropped $10,000 this year. For next year there has been a reduction in the state rate for 9180 class, which is most of the ski area. This should come out to a 13% decrease next year.

 

The up and down season is wearing on morale. However, the broom ball victory over Sugarbush helped. The contest raised over $1,000 for the Skatium in Waitsfield and over 300 fans came out to support MRG.

 

Due to weather events we have had to postpone Triple Crown events twice this year. We hope to still get them in.

 

We had Doppelmayr/CTEC make a change out our bullwheel liner at the drive terminal. It was very hard to get the guide wheels adjusted properly. The change has made a big difference so far. The warranty period will be up this summer so we are making any changes we feel necessary.

 

We are working on renewal for our liability insurance. AIG is our carrier, but the AIG insurance arm is still very strong with an A rating. Mountain Guard, which handles our account, also has three other A or A+-rated carriers on standby in case anything should happen to AIG.

 

5:25 PM Financial Report

 

For the month of February we had a net profit of about $50,000 despite a slow start to the month and only having had good skiing for half of the holiday week. Year to date through the end of February we are about $30,000 in the black. However, March has not been kind to us thus far. This has been a rollercoaster winter, putting stress on financials and morale. Cash at the end of February is $872,000. The balance on the Single Chair loan is down to $86,000. We have re-amortized the loan so our payment is smaller - $660/month. We did this just to help cash flow if itbecomes a problem. We still intend to pay it down as pledge money comes in. and anticipate that the loan will be paid off by December 2009.

 

Campaign pledges outstanding for 2008 amount to $34,865.

 

Sales of “The Book” (60th Anniversary) are counted as a profit in retail, not in marketing.Discussion ensued about how to account for this fact.Trustee Schoenholz explained that the profit picture will correct itself as books are sold, becausethe store “pays Marketing back” (paper transfer) for the cost of each book when it is sold.

 

Trustee Bruns asked about breakage on Mad Cards – President Wimble noted that if season ends early, we will have significantbreakage.

 

Trustee Hall asked if FC was considering the possible scenario of having no more snow in March; Trustee Schoenholz confirmed that hehad by reviewingcash-flow models this week with Jamey.

 

SH Deri Meier asked about the forecasting model and wondered whether it’s a concern thatthe model does not account for “zero-skier” days.President Wimble noted that some adjustments have been made to the model to account for more pessimistic scenarios.

 

Trustee Bruns expressed support for the idea of putting a “zero” into Christmas Week and Presidents’ Day Weekend.Trustee Appleton observed that we may have experienced the same problem last year in that the budget numbers seemed too high.

 

We sold one share in Feb vs. a budget of four; and have sold eleven YTD.Six have come in for tendering since October.We have a hardship request from a current SH, the first one to come in due to economic conditions of the times.

 

 

5:40 PMProposed Capital Expenditures (“Capx”)

 

Trustee Bruns clarified that this is a Capx preview; we are not voting on it at this time.

 

President Wimble noted that the office building / bridge / boardwalk repair and the Schuss Pass bridge are two projects that should be done this summer due to safety concerns.

 

Trustee Bruns asked about a point-of-sale (POS) system for the bar.President Wimble said we would look for one that is designed for restaurants because it would increase sales.We tried to implement some controls in the bar in the past, but the requirements proved too onerous for wait and bar staff by hampering customer service.Eventually it would be great to be able to track SH spending in bar.It’s about $40K to buy the Sirius restaurant version.Trustee Jondro said that the current system, is very slow.

 

Trustee Reynolds asked about Mad Money breakage – President Wimble said it was about $10K.

 

Trustee Bruns asked about snowcat replacement – this should happen in next 1-3 yrs.

 

President Wimble noted that the result of the CapX formula would be projected to be about $60K for this year. Trustee Schoenholz said we may need to deviate from the formula because of the two major projects that need to be done this year.Trustee Kalkstein stated, as did Trustee Bruns, that he would not support deviating given the current economy.

 

Discussion ensued about what’s in Tier I.

Trustee Finnerty suggested sponsorship of bar stools.

Trustee Schoenholz suggested waiting to see Mad Card and Mad Money breakage at end of season, and then take harder look at numbers.

Trustee Reynolds noted that money could be saved in other areas by making capital improvements, e.g. new windows in Cricket Club would save heat.

SH Bob Rogers asked about money from the “ski green” program.His understanding was that those monies were going to go toward increasing energy efficiency of the Co-op.He thought that pub and Cricket Club windows would be a good place to apply those funds.He wanted to know how much money was in the program.

SH Deri Meier asked Board to reconsider the rainy day fund number and see whether it needed to be changed based on Single refurbishment being done now.Trustee Kalkstein noted that $0 was put in that fund last year; he said we need to have that item to encourage us to “think leanly;” Trustee Bruns noted that it enables us to start the year in a good cash position.

Trustee Bruns asked about looking into funds that VT will get toward energy efficiency.President Wimble is considering heating the maintenance building with wood, which would result in rebates and tax credits.

 

6:40 PMOther Committee Reports

 

The Executive Committee took no action this month.

 

The Finance Committee had nothing to report.

 

Board Development Committee – Chair Finnerty reported.

The Candidates’ Forum (CF) was attended by the five candidates and a handful of shareholders.Due to a technical problem, the recording was not captured.He observed that the CFis attracting a declining number of people each year.Last year, only four people downloaded the digital recording of the CF off of the website.This year, no one suggested any questions to Trustee Finnertyfor the CF.Trustee Godwin asked if we know why people don’t attend CF.

 

Trustee Finnerty suggested that an alternative would be to give candidates the opportunity to generate a 2-3 minute video to be available on our website.He also suggested a round-robin discussion at the February board meeting to allow candidates to interact with the Board.Trustee Kalkstein suggested posting questions to the listserv for candidates to answer.

 

SH George Lesure asked about the notes that Trustee Godwin had taken at CF; Trustee Godwin replied that those were personal notes and deleted shortly thereafter.

 

SH Deri Meier suggested a Board Nominating Committee to screen and select candidates and recommend a slate.

 

SH Rocky Bleier noted that a lot of people come to Annual Meeting still reading candidate bios.He noted that the majority are voting from home, so perhaps pre-answered questions should go out in the mailing.“Start with the printer and work backwards.”Trustee Reynolds asked if Mr. Bleier would support giving candidates some time at Annual Meeting to campaign/be endorsed.Trustee Godwin noted that we should provide ways for people who can’t afford to make their own videos to do so here.Trustee Appletonendorsed the idea of having a meeting where the Board and candidates can talk about By-Laws and other aspects of being a Trustee.Trustee Jondro suggested adding discussion to Annual Meeting for next year, not this year.Mr. Bleier reiterated that only 10-15% of owners are at Annual Meeting.Mr. Lesure asked whether we knew the actual percentages of who votes “live” vs. absentee.

 

 

6:25 New Business

 

Trustee Bruns showed the Board an excerpt from the Hunger Mountain food coop newsletter and noted that they do a great job communicating with their SH’s regarding how they’re operating in lean financial times.

 

6:26 Final SH Comments

 

SH Bleier commended the departing Trustees and noted how impressive Trustee Finnerty’stwo-term 100% attendance record was.He also wanted to caution about breakage and the cost of goodwill that could come with large breakage amounts.Mr. Bleier also said that the retail model was working very well, and advocated continuing in the direction of “building on our brand” – he thinks the employees are buying from the shop more now due to a greater feeling of loyalty.He added that we can be a good model for energy efficiency.He noted that the website is still not updated with respect to all committee minutes.In response, Trustee Jondro and Trustee Schoenholz pointed out that there are no active committees except the Finance Committee right now.Mr. Bleier would love to see PDF’s of older Board minutes dating back to the original Board available for download.

 

 

6:45 PMExecutive Session (Personnel)

 

Trustee Jondro and President Wimble departed for Executive Session.

Motion

Made by

2nd by

Aye

Nay

Absent

To enter Executive Session.

 

Trustee Kalkstein

Trustee Schoenholz

7

0

Trustee Jondro, Trustee Hall

 

7:55 PMReturn from Executive Session

Motion

Made by

2nd by

Aye

Nay

Absent

To exit Executive Session.

 

Trustee Godwin

Trustee Appleton

7

0

Trustee Jondro, Trustee Hall

No action was taken in Executive Session.

 

7:55 PMAdjourn

 

Motion

Made by

2nd by

Aye

Nay

To adjourn.

 

Trustee Appleton

Trustee Finnerty

7

0

 

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