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Draft Minutes of March 20, 2010 Meeting of the Board of Trustees

 

After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 5:00 PM on March 20, 2010 on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston, Vermont.

 

Attendance was as follows:

Trustee

Attendance

 

Trustee

Attendance

Bill Reynolds (Chair)

Present

 

Lars Bruns

Present

Jim Elkind

Present

 

Liz Godwin

Absent

George Hall

Present

 

Jed Kalkstein

Present

Betsy Jondro

Present

 

Gary Lange

Present

George Lesure

Present

 

 

 

 

Also present were President Jamey Wimble, and 8 shareholders

CALL TO ORDER:

Board Chair Bill Reynolds called the meeting to order at 5:12 PM.

APPROVAL OF February 13, 2010 MINUTES

Upon motion duly made by Trustee Hall and seconded by Trustee Elkind, the minutes were unanimously approved.

SHAREHOLDER COMMENTS

<None>

Other Business

Chairperson Reynolds extended his thanks to the Board Trustees that have served with him and expressed his appreciation for the contributions of the Board Trustees.

 

Chairperson Reynolds presented Lars Bruns with a General Stark bobble head doll.

Management report

Heavy snow loads broke safety switches on both lifts during the big storm in February.

 

Presidents’ week was behind budget for ticket sales and revenue

 

Target closing date is Easter week.

 

Water system leak in the Base Box required late night repair. Summer project list includes replacing this system.

 

Share sales: 3 sold in February. 17 sold YTD against a budget of 22. Two shares have been tendered this year to date. In January, the Cooperative redeemed 16 shares that had been tendered in FY 2009 as authorized by the Board.

 

February net operating income was on budget despite shortfall in revenue.

 

Contributions to the Single Chair Campaign have allowed us to repay the mortgage in full and to add $30,000 to the Single Chair maintenance fund. If all pledges are received, the Single Chair maintenance fund will have around $100,000 in it.

 

Trustee Hall recognized Jamey, Sharon, and Eric for their help in raising nearly $2m for the Single Chair.

 

The Chair recognized Trustee Hall for leading the single chair fund raising effort.

 

As of the end of February, the mountain is projecting ~$217k in net operating income for the fiscal year ending September 30, 2010.

 

The mountain currently has ~$1M in cash.

 

Trustee Lange recognized the management team for achieving ~$200k in NOI despite being 25% behind day ticket volume YTD.

 

Trustee Elkind observed that maybe some of ‘fixed costs’ are not truly fixed.

Revenue was down 34%. Expenses have been reduced by 37%.

 

Summer Expenditures

President Wimble reviewed the 18 Tier One items on the summer expenditure list. The Finance Committee recommended allocating $110,000 for summer work as well as $100k to be placed in reserve for the office infrastructure work.

Item #

Item

Cost

Commentary

Benefits

1

Track Belts replacement snow cat

$9,000

Replace track on one of the cats. Keeping cats for at least 2 years

More reliable equipment

2

ATV - Mule

$10,000

Buy new ATV and get rid of the old one

Replace 10 yr old machine; avoid costly repair

3

Water system BB

$15,000

Replace purification and filtration system from well to interior distribution pipes

Conform with state code. Avoid repairs. Better flow

4

Work platforms lift 4

$17,000

Install work platforms on all towers of lift 4.

Easier to maintain lift and replace and rebush shivs

5

Basebox siding

$3,000

Repair before painting

 

6

Office siding paint

$14,000

 

 

7

Reframe fireplace room windows

$3,000

Address rot in the framing and replace the remaining single pane window

 

8

Ski rack system

$2,000

Replace ski racks for rental skis.

Profile of new skis makes old racks non-functional. Increase number of skis that can be stored in the shop

9

e-commerce retail package

$23,000

Comply with Pay Card Information privacy standards.

Low end would be $3k; $22k includes automatic inventory update. ROI from labor savings would be ~$5k/hr. Payback would be over 4 years.

10

Patrol uniforms

$3,000

Buy new uniforms for the patrol to replace ones that are years old.

 

11

Lift 2 patrol hut repair

$1,000

Repair early season storm damage

 

12

Rescue sled

$900

Buy new sled

 

13

Basebox Exterior paint

$2,000

Supplies only

Enable volunteers to paint the base box

14

Basebox entry

$1,500

Green project - Enlarge draft zone buffer

Reduce heating costs in Base Box

15

Heat acct office

$1,500

Install heat in accounting office.

 

16

CC windows

$3,000

Reduce air leaks and make windows double pane

 

17

Culvert work

$5,000

Will apply to SMF for funding

Divert water to avoid erosion under lift 4; reduce erosion in front of single

18

Trail work

$7,500

Will apply to SMF for funding

 

 

 Total

$121,400

 

 

 

Trustee Bruns reported that the Finance Committee recommends providing $110, 000 for summer work expenditures.

 

Trustee Jondro asked about the wood fired boiler for the equipment shed. Jamey responded that this is being looked at by the Environmental Sustainability Committee including the possibility of applying for grant money to cover the cost.

 

Trustee Hall asked shareholder Appleton if his group would be interested in taking on trimming along the sides of the trails – Shareholder Appleton indicated that he can motivate volunteers to work in the woods but not on the sides of the trails.

 

Trustee Reynolds asked about the office beams and whether it would be safe to defer this work for a year. President Wimble indicated that the major repair done last year would last for another year. President Wimble indicated that delaying the beam replacement would allow us to get another year out of the decking. President Wimble indicated that he will ask an engineer to inspect the beams again this year.

 

A shareholder asked about reusing the decking. President Wimble responded that the cost of the labor required to remove and salvage the decking would exceed the cost of replacing the decking with new boards.

 

Trustee Hall asked about the condition of the Schuss Pass bridge. President Wimble indicated that there is more leeway with the beams under the bridge than under the office.

 

The Finance Committee and President Wimble recommend putting $100k in reserve to replace the office beams next year.

 

Trustee Bruns commented on the summer expenditures on behalf of the Finance Committee:

·        The Finance Committee has allocated a lump sum of $110k to summer work rather than allocating funds to specific projects.

·        Many of the projects funded are not capital projects and would be accounted for as expense items on the Cooperative’s books.

·        The mountain has a strong cash position (excluding preseason sales).

·        The finance committee recommended that the Board approve $110k in summer expenditures given that the mountain will add $75k to the “rainy day” fund and put $100k in reserve for the office project.

 

Trustee Jondro asked how the March forecast and likely low skier count would impact cash flow. Trustee Bruns indicated that the summer expenditure budget was established assuming $175k NOI rather than the latest estimate of $217k.

 

Trustee Hall asked how much it saves to run only one lift. President Wimble indicated that it was a small cost saving.

 

President Wimble indicated that his intention is not to use the Single Chair fund except if there are insufficient funds from other sources to complete required maintenance to the single.

 

Upon motion duly made by Trustee Kalkstein: To accept the Finance Committee recommendation to fund $110k in summer expenditures and reserve $100k for the office beam work and add $75k to the rainy day fund. Seconded by Elkind. All in favor.

Committee Reports

Finance Committee

(see summer work project discussion)

Election Committee

Ballot counters have been hired for the election on April 3, 2010. Ballots are due 15 minutes after the close of the Annual Meeting on April 3.

 

·        Shareholder Finnerty will observe the count until 5P.

·        After that, Coop counsel will observe the count from 5P to 8P.

 

The Election Committee is assembling informational binders for new board members and will provide extra copies as needed for current board members.

Environmental Sustainability

The committee has developed draft measures for energy used to heat the:

·        Base Box

·        Patrol Room

·        Other buildings.

 

The Committee has established a relationship with Stark Mountain Foundation and is working with them to identify projects that are synergistic.

Economic Sustainability Committee

Trustee Hall reported that he will have a report in the May board meeting.

Single Chair Committee

Trustee Hall reported

·        Campaign ends at the Annual meeting in April.

·        Trustee Hall plans to present plaques to several key families.

·        Plans to have a champagne toast.

National Historic Register

Trustee Reynolds reported on progress and next steps for the Cooperative to apply for listing on the National Historic Register:

·        Shareholders voted to seek NHR status for the Cooperative at the 2009 Annual Meeting after thorough review by the Board of the implications and obligations of NHR listing.

·        UVM Professor Robert McCullough has identified a graduate student that will gather the materials and help prepare the application to nominate the Cooperative to the NHR

·        Stark Mountain Foundation has expressed interest in funding a grant to support the student that is compiling the nomination papers

·        Professor McCullough’s class will also contribute to the effort to prepare the Cooperative’s nomination

·        Trustee Reynolds has volunteered to continue to work on this project

·        Trustee Bruns is also interested in moving this forward

·        After nomination papers have been compiled, the state Advisory Council will review the nomination. The Cooperative will need to work closely with the Advisory Council to refine the nomination and gain approval before the nomination is submitted to the US Department of the Interior.

·        UVM Professor Visser may have his class conduct a review of historic structures so that the NHR application more completely describes the contributing structures of the Cooperative.

·        It may be desirable to compile a master plan for MRG and its buildings in following the NHR nomination.

 

Trustee Bruns indicated that the master plan could be integrated with the Coop’s Strategic Plan.

 

It was reported by Trustee Reynolds that Shareholder Penny Parson is trying to help locate materials from the architect that designed the Base Box.

 

Trustee Elkind asked what the optimistic timeline for completing the nomination papers would be. Trustee Reynolds indicated late 2010 or early 2011.

 

Trustee Elkind asked if the Board needed to develop a budget to support the NHR effort. Trustee Reynolds indicated that it was not necessary at this time.

 

Shareholder Fritz Branchofsky asked what the process might be for removing the Cooperative from the NHR in the future if the Cooperative desired to do so. Trustee Bruns indicated that we could withdraw easily as long as we have not taken federal money.

 

Another Shareholder asked if we would be seeking National Historic registration for the Single or the area. Trustee Reynolds replied that the Vermont Advisory Council had made it clear that they would not support a nomination of only the single chair.

New Business

Volunteers

Trustee LeSure described the Volunteer effort for summer of 2010.

 

First on the list of volunteer projects is to paint the BaseBox.

 

Trustee Lesure reported that 30 volunteers have responded to his call for volunteers. Some have volunteered to work on specific projects and some have volunteered for any thing that needs to be done.

 

Trustee Lesure will work with President Wimble to coordinate schedules.

 

Trustee Lesure plans to have a schedule by the town meeting.

 

Trustee Lesure indicated that he has worked by Dot Helling will help author a liability waiver.

 

Trustee Jondro asked if we have interior work that could be done if weather is bad on scheduled work days. Trustee Lesure said “yes”.

 

Shareholder Holly Stadler indicated that working that best way to get a volunteer to work on something is to ask for help on specific projects on specific dates. Making personal appeals also tend to produce better turnout

 

Shareholder Vivian Branchofsky asked if volunteers would be able to help paint the office. Trustee Bruns and Lesure indicated that the office painting required use of scaffolding and cranes that would not be suitable to volunteer efforts.

 

Shareholder Appleton reminded the meeting that he runs “Mountain Workdays” for which participants are compensated with lift vouchers. Thus, the effort being led by Trustee Lesure is distinctly different from the Mountain Workdays.

 

Trustee Jondro asked if the Volunteer page would be resurrected on the web site. Trustee Lesure acknowledged that this was a good idea.

 

A shareholder recommended publicity through the web site and The Echo.

 

Trustee Hall recommended sending call for volunteers to the 5000 person MRG update e-mail list.

 

President Wimble stated that it would be great if the volunteer effort worked but to be wary of insurance issues. Any compensation could create a liability issue. Without insurance the Cooperative could be liable. Chairman Reynolds acknowledged that liability waivers provide very little protection. Therefore, the liability concern is real.

 

Trustee Hall asked if non-officer board members were covered by Directors and Officers insurance. President Wimble will research this question and report back to the members of the Board.

 

Trustee Elkind recognized and thanked Shareholder Vivian Branchofsky and Holly Stadler for their work on the volunteer effort.

 

Trustee Bruns inquired if all of the Trustees were subscribed to and receiving List-Serve emails. Jamey noted that in the near future, the staff would be revisiting the message and mailing lists. Trustee Bruns suggested adding the coop Board mailing list as a subscriber to the List-Serve so that all trustees could receive the communications.

Shareholder comments

<None>

Executive Session

AT 6:38 PM Trustee Reynolds moved that the Board enter into Executive Session. Trustee Kalkstein seconded. All in favor. Trustees Jondro and Hall recused themselves and did not attend the executive session.

 

No action was taken during the executive session.

 

At 6:56 PM exited Executive Session.

Adjournment

Upon motion duly made by Trustee Reynolds:, seconded by Trustee Kalkstein. All in favor.

 

Meeting adjourned 6:57PM

Summary of Meeting action Items

The table below summarizes action items that were discussed and agreed to during the Board meeting:

 

Action Item

Responsible Individual

Retain an engineer to reinspect the beams under the office and issue an opinion letter

President Wimble

Establish a schedule for painting the Base Box and other projects to be executed by volunteers by working with President Wimble

Trustee Lesure

Work with Cooperative staff to publicize volunteer schedule: web site, The E

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