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Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, March 5, 2011

 

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 5, 2011 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustee

Attendance

Trustee

Attendance

Bruns (Chair)

Present

Lange

Present

Elkind (Vice-Chair)

Present

Liu (Treasurer)

Present

Godwin (Secretary)

Present

Lesure

Present

Hall

Absent

Stetson

Present

Jondro

Present

 

 

 

Also present were President Jamey Wimble, Marketing Director Eric Friedman, and five SH’s.

 

5:05Call to Order

 

Trustee Bruns (Chair) called the meeting to order at 5:05 p.m.

 

5:06 Shareholder Comments (SHC’s)

 

SHC:Rocky Bleier commended the mountain staff for their handling of the problems with the Double last week.

He also opined that the Co-Op’s policy of not going into debt may cost us money in the long run if we have maintenance problems as a result of not wanting to go into debt for new parts.

Mr. Bleier expressed the belief that there is no efficient way for one SH to communicate with the majority of SH’s and that that is a problem.There is a minority of SH’s on the forum.

He added the caveat that communication from Board and management has improved.

 

Mr. Bleier also noted that he is concerned about one of the candidates and recommended that SH’s and the Board read the May 2001 minutes for perspective.

 

5:10Approval of Minutes

 

Motion

Made by

2nd by

Aye

Nay

To adopt the minutes of February 5, 2011 as posted

Trustee Jondro

Trustee Stetson

8

0

 

5:11 PMManagement Report

 

Operations

 

During the week of February 14th the double chair was down most of the week due to a vibration in the main drive. We made many adjustments and changes but they had no effect. After a temporary repair to fix it the electric motor shaft broke on February 18. The vibration was from the shaft starting to fail but it could not be identified with the naked eye or with vibration analysis equipment. The lift was run on auxiliary power with no issues.

 

Trustee Stetson asked if there were any safety concerns associated with the Double problems; President Wimble answered that no, safety was never compromised.Public safety is priority number one so we took all precautionary measures while assessing the problem. All during the repair period the state lift inspector was kept abreast of the process.

 

We installed another motor that was lent by Smugglers Notch Resort (Thanks Smuggs!). The lift was up and running by 10:30am February 21. We will install a new motor or reconditioned one over the summer. The lift is running about 20 feet per minute slower then it was before and will stay that way the rest of the winter. When we install the new motor over the summer the speed will be increased. The motor that was in there is 30 years old and failed due to fatigue. When the new motor gets installed we will also do some re-engineering to prevent this from happening in the future. When changes are made this summer the lift should be in good shape and anticipate no further problems. President Wimble has also filed a business interruption claim as well as an equipment breakdown claim.

The first two weeks of February were great with some of the best skiing we have had in a long time and helped us make up some of the shortfalls in January.February vacation was okay but not great. We were down about $20,000 in revenue for the weekly budget, which was due to the lift being down the first weekend and the weather.

 

We just renewed our Workman’s Comp Insurance and our rates went down substantially due to our “Mod” (Experience Modification Factor) going from 1.01 to .88 which is very low and resulted in a premium reduction.

 

Trustee Lange commended the mountain management for their handling of the Double situation as well as for keeping the workman’s comp mod rate down.

 

Trustee Elkind asked if there was any possibility that the Double problems could have been caught earlier; President Wimble replied that it’s unlikely and that we do have a preventative maintenance program. President Wimble also explained that he was satisfied with the funds available for lift preventative maintenance and upkeep. Trustee Elkind also commended mountain staff for their work getting the Double back up and running as soon as possible.

 

At the Castle Rock Challenge at Sugarbush, Mad River Little Rippers took 12 of 18 medals for the competition. Our kids’ programs are working!

 

Mad River lost one of our own, Ryan Hawks, to a skiing crash at Kirkwood CA. While skiing in the North American Freeskiing Championships, Ryan crashed upon landing a jump and passed away two days later. A service was held here at the mountain for Ryan on Sunday March 6 at the top of the Single.

 

Share Sales:

 

Four shares were sold in February against a target of four. We have sold 21 shares YTD.

 

Financials:

 

February numbers look good, coming in ahead of budget on income. For NOI we are also ahead of budget, taking into account the costof repairs due to the double breakdown. Cash position is strong and ahead of last year’s at this time. President wimble provided a estimate of year end NOI as of Feb. 28.

 

Trustee Jondro asked if P&L could include the prior year as a comparison to see how departments are tracking (keeping in mind that the weather can have an effect).

 

5:26 PM Review & discuss draft listing of potential summer work projects

 

This item is postponed until the April 3 meeting.

 

SHC:Mr. Bleier urged the Board and Management to be proactive about cleaning up man-made hazards in the woods during the summer to prevent injury and liability.

Trustee Bruns noted that this might be a good project to undertake with SMF cooperation/funding.

 

5:30 PMCommittee Reports

Finance Committee (FIC) (Trustee Liu)

 

Trustee Liu stated that at some point the FIC and President Wimble should discuss the budgeting process.He noted that we seem to have more problems with weather than not, and the budget often ends up behind as a result.

 

SHQ:Gary – are you questioning the capex formula?

 

Trustee Liu: not to that level of specificity; he’s more looking at the fact that budget seems unrealistic 80% of years.Trustee Elkind clarified that we were talking of the P&L (operating budget), not the total budget.

 

Discussion ensued about how we set pricing based on our budget and on being competitive in the current market.

 

SHC: Jay Appleton noted that the same discussion was had during his tenure – “distrust of the model.”

 

SHC:Deri Meier postulated that the biggest weakness in the system is that it does not account for “zero days” and that it is accurate from Jan-March but December is a big “wild card.”

 

NHR Update (Trustee Bruns)

 

 The Mad River Valley Planning District (MRVPD) has been awarded a CLG grant for our MRG NHR application.The federal share of the project is $7,920 with the “community match” of $5,280.All costs, including volunteer time spent reviewing the application, can be applied to the community match portion.Application administration costs including photography, survey, etc. can also be applied to the community match portion.

 

Trustee Stetson and President Wimble have identified two potential consultants from the state’s recommended listing.Next steps include working with the Department of Historic Preservation (DHP) and MRVPD on the consultant RFP (paid by the majority of the grant funding).

 

We need to begin collecting feedback and edits for the transfer/transition meeting with the consultant once identified.Prof. Bob McCullough is on board with the latest news.  He’ll help us select the consultant and transfer the draft.Board members are asked to please review the application.

 

Trustee Elkind commended Trustee Bruns for his work and also thanked Ellen Strauss and Josh Schwartz who helped write the grant application.

 

SHC:Mr. Meier requested an estimate of the costs to Co-Op and the percentage of Trustee time spent on the application.There are no costs to the Co-op to-date, as per Trustee Bruns – we received an SMF grant for Ms. Fenniman’s time.He added that time spent was not a significant amount (5% of his and Trustee Stetson’s time, by his estimate.)

 

Facilities Committee (FaC) - Trustee Stetson

 

President Wimble received a proposal from The Burley Partnership (TBP) for master planning.  The proposal was distributed to the facilities committee for review and comment.  The committee recommends proceeding with the master plan as adjusted by the committee's comments.

 

Trustee Stetson noted that he’d like to see more Trustee participation on the FaC.

He also noted that SMF expressed some interest in being a part of looking at our base area facilities (the scope of the FaC for now).President Wimble noted that if SMF does not fund any costs associated with the master planning, then the Board should approve the spending.

Discussion ensued about the fact that the NHR application requires a survey so we should “kill two birds with one stone” and get one done to the NHR standards that could also be used for the Facilities Master Plan (FMP).

 

Trustee Elkind asked what the goal of the FMP would be – is there an overarching vision? Trustee Stetson answered that this is just the first step in determining the present and future needs from our facilities.This is a dynamic process and deliverable.Immediate needs have included a new or expanded patrol facility. President Wimble has been discussing the long-term vision with TBP; this has also included looking at the Strategic Plan.Trustee Bruns brought up the concept of “arrival” – what are the first impressions people get when they get here?

 

Motion

Made by

2nd by

Aye

Nay

To approve the spending of up to $10,000 to fund the TBP partnership and to fund other associated services needed to draft the Master Plan, including surveying the base area facilities.

Trustee Elkin

(modified by Trustee Stetson)

Trustee Lesure

8

0

 

SHC:Mr. Bleier asked the FaC to consider studying the extension of the Birdland lift to the base to reduce the effect of the Double going down.

He also noted a “septic smell” in the vicinity of the Birdcage that he and the public noticed today.

 

Strategic Planning(Trustees Elkind and Godwin)

 

A shareholder input forum is scheduled for March 19th on the mountain.Topics will be wide-ranging.Follow-up conference calls will address particular topics.A list of topics and subtopics is posted in the shareholder section of the online forum.

 

Volunteerism (Trustee Lesure)

 

Nothing to report at this time.

 

Executive Committee (EC)

 

The EC took no action this month.

 

Board Development Committee

 

1.       Since the last Board meeting, Robin Bleier and Pete Ludlow have withdrawn their candidacies.

2.       Our in-state candidates are now Bob Ackland, Jon Anderson, and Betsy Jondro. Our out-of-state candidates are now Liz Godwin and Bill Quinn.

3.       All candidate bios and videos have been completed and posted on the website, sent by email to shareholders by Eric Friedman, and are being posted on the Forum.

4.       We are in the process of finding ballot counters for the Annual Meeting, and should have that in place in the next few weeks.

5.       Deb Steines and Gary Lange will observe the ballot counting. We also will be seeking volunteer oversight from former Board Members. Like last year, the Committee does not feel that the Co-op needs to spend the money to have legal counsel present for this ballot counting process.

6.       The Annual Meeting Notice, ballots, bios etc. were all set to be mailed on February 28, which is in keeping with the requirements of our Bylaws (the Bylaws require 30 days notice from time of delivery. Delivery is defined as the time when the documents are placed in the mail).

 

 

6:10 PMCalendar reminders and Annual Meeting Preparation (Lars)

 

There will be a Treasurer’s Report at the Annual Meeting.There will be a President’s Report as well, given by President Wimble.Trustee Bruns will be unavailable until March 27th.

 

6:12 PMAction Item Review (Godwin)

 

[see bottom of minutes for action items]

 

New Business

 

None

 

Closing SHC’s

 

SHC:Mr. Bleier reiterated that some committee minutes were last updated in 2003 on the website.He also noted that if committees meet via conference call, there should still be minutes posted and meetings “warned” to SH’s.

SHC:Liz Godwin announced that she would be available after Annual Meeting to help shareholders access and use the online bulletin board and forums.

 

6:25 PM Adjourn

 

 

Motion

Made by

2nd by

Aye

Nay

To adjourn.

Trustee Lange

Trustee Stetson

8

0

 

 

 

 

 

 

 

Action Item (Responsible Party)

STATUS

Develop calendar for SP review and topics for discussion.(Elkind / Godwin)

In progress; meeting is set and topics too.Conference calls will be set later.

Form a Board Committee to address non-operational sustainability ideas.

New item. President Wimble is doing a similar exercise with staff in the spring after closing.Defer until after that time.

Respond with input on the BoT “matrix” from the retreat.(Elkind)

Some responses came in; close this out.Trustee Elkind will synthesize. In progress.

All Board Members will sign up for SH forum.

Liz will check permissions.

Trustees review NHR application.

NOT DONE!Must happen by end of March!

Provide MRG NHR application summary / overview for the Homeowner’s association (Bruns?)

In progress.Scheduled to be completed after feedback and a final draft has been discussed with the VT DHP.

Produce quick summary of retreat (Trustee Elkind, Trustee Lesure).

New item.In progress.

Cull policies and procedures from minutes on Co-op webpage docs.(Trustee Jondro)

Still in progress.

Trustee Liu will discuss budgeting process with President Wimble

New item (Mar).

Post notice of committee meetings to SH section of forum (Godwin).

New item (Mar).

 

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