Mad River Glen Cooperative
Board of Trustees
Minutes of Meeting
March 9, 2002
After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 5:00 p.m. on March 9, 2002, at the Basebox at Mad River Glen Ski Area in Fayston, Vermont. Trustees Bleier, Coleman, Michl, Putnam (via speaker phone), Russell, Schultz and Steines were present. Eaton and Kirkpatrick were absent. The Cooperative’s president presided. Margo Wade kept the minutes with assistance from Mr. Bleier.
Call to Order
President Russell called the meeting to order at 5:05 p.m.
Approval of Prior Minutes
Upon motion duly made by Mr. Michl, and seconded Ms. Steines, it was unanimously
VOTED: To approval of the January 12, 2002 Board of Trustee meeting minutes.
Wendy Bridgewater raised concern with the resent paid private letter sent to shareholders in a MRG envelope. She feels the letter was a political statement and requested that paid private letters be sent in blank envelopes instead.
After brief discussion the Board agreed by consensus that future private mailings will be mailed in blank envelopes. However for this year, the sender may request a MRG envelope, to be afforded equal treatment.
The following is the March 9, 2002, Mad River Glen Management Report as submitted.
Operations have run very smooth all season. The only slight blip we had was Sunday February 10 at 3:00PM on the Single. This was a circuit problem causing the lift to stop on its own. The crew found the problem and had the lift set for the next day.
Grooming goes without saying. Travis Michaud in his second year at Mad River Glen has done a fantastic job resurfacing the mountain (with Nate Martins Guidance) after each curve ball Mother Nature has thrown us.
Triple Crown Series is under way and continues to grow, drawing more competitors and a higher level of competition each year.
Employee of the month program is going very well. The Grand Prize Winners will be drawn at the annual employee party at the end of March.
Cut backs are in place for March due to the slow season. All department heads and year round staff are on 6 day weeks and hourly have been cut back. Lift 4 will run weekends only through mid March, then close. Birdland will close March 17. Single and double to April 7 weather permitting.
2 shares were sold for the month of February against a budget of 12. As we have seen in the past, there is a direct correlation between share sales and skier visits. Skier visits being about 50% of what they were last year is about where share sales are. YTD 20 shares sold against a budget of 41. Eric, Andrew, and I are currently talking about possible adjustments.
Delinquent APR’s were sent a letter informing them that they would not be eligible to vote if they were not paid up before the election.
24 letters were sent out to individuals who have share certificates with 2 names. 3 certificates have been returned and some have replied saying they will not return them, "they like them the way they are."
March 1 post card mailing has been cancelled due to budgetary changes. It was redundant of February’s so it was a good spot to save a little.
Net operating income for the month of February was $144,800 against a budget of $209,800
We currently are carrying over $160,000 in unused Mad Cards, Ticket Vouchers, and Mad Money on the balance sheet. If the winter comes to a stop soon we will have allot of "Breakage." We have sent a reminder to the list serve for people to use them up, for they will not be good next season.
$160,000 is available in our spending formula for capital projects in 2002. Cash flow will most likely not allow us to spend the full amount.
Our liability insurance has gone out to bid. I am hoping to recover some of the losses in premiums in February, but it is unknown at this point.
Service departments continue to show impressive numbers, even with the large reduction in skier visits.
Ms. Steines requested that management keep the Board posted on the correction progress for share certificates with two names.
There was general discussion about the state of the year to date and this month’s share sales and skier days and acknowledgement that this year will probably affect pass sales for next year.
The Board unanimously accepted the management report.
February Profit & Loss
Financial results of operation for the last month and for the fiscal year to date may be summarized as follows:
Cash on hand: $505,600
Mr. Wimble added that February net profit was off budget by approximately 30% and March is also forecasted to be off 30%. If the figures do not drop below these percentages the mountain will break even for the season. Currently the mountain is doing better than 1999/2000 financially and in skier days, due in part to the excellent performance by the departments, Mad Card and pre-season sales.
The following written information was submitted to the Board by Sharon Crawford.
Now that the Patronage Rebate letters have been mailed we have received a number of calls indicating that our records are incorrect. I anticipate that this may also be brought up at the Annual Meeting. Here are some thoughts and suggestions for the Board to consider.
As you all know one of the reasons are records are not accurate is the lack of use of Mad Money. In every publication that Shareholders received we encourage the use of Mad Money and explain the benefits of using Mad Money. Short of putting in a swipe system (estimated cost 5 years ago was near $40,000.00) there is little we can do.
Another reason for the inaccuracy is a little more complicated and in my mind has always been a gray area. Each customer, including shareholders are assigned a customer code. This code is our tracking method for purchases. Each customer code is unique. When a purchase is made such as a pass or programs the person who will be using the product is credited with the sale. If a shareholder with a spouse or dependant child purchases a pass or program for a family member the sale is credited to the individual using the product, not the shareholder. Therefore a shareholder that has made a purchase for a family member is not receiving credit for the purchase and it will not show if a Patronage Rebate is declared.
Questions to be answered:
If the Board determines that "only" purchases to be used by the shareholder will be credited, there is no administrative issue.
If the Board determines that immediate family members’ purchases are to be credited to the shareholder, the following would have to be done.
We would recommend that only the shareholder purchases (excluding family members) be considered when a patronage rebate is calculated.
MOTION by Mr. Shultz, seconded by Mr. Bleier to include family members in shareholder purchases pending approval from council. MOTION WAS TABLED.
The following issues and/or items were raised: possible tax issues with multiples persons contributing to a shareholder’s purchases; keeping share under one name only; the need to track shareholder spending; inclusive spending may allow for rebates on non-shareholder spending; MBNA could provide a MRG credit card that can track spending at the mountain; and, administratively, purchases must be tied to an individual. The Board agreed that the Management, Finance Committee and Council will discuss the issues raised by Ms. Crawford and during tonight’s discussion and report back to the Board.
Facilities: Mr. Coleman reported that the Facilities Committee met January 29 and February 28. Mr. Coleman reported the following (excerpted from the Facilities Committee minutes).
A GPS based survey of the base area is being completed and would be available shortly. Final Capital Budget will not come before the Board until the April meeting when it would be more certain what funds would be available.
Capital Budget Elements that affect the look and/or feel of MRG base area.
Tier 1 internal reorganization of office space $3,000
Tier 3 Expand 2nd floor office by enclosing deck on west side $20,000
The Committee felt that these changes would be valuable in taking advantage of poorly utilized real-estate and making the administration more useable and would result in a reasonable conference room that could be used by all departments. The design of these changes was not reviewed but was felt to be within the "vernacular" of MRG
The concrete vault walls in the single building were failing due to water ingress on the top of these walls. It was recommended that a building be created over the current roof (behind the current bull wheel housing) that would encompass the entire building, thereby keeping water off the concrete walls. The space in this building would be used as storage, accessible through the bull wheel.
Concern was expressed that a large new structure at this location could have a significant visual impact. The Committee agreed with the goals of the tasks, but wanted to discuss other options for accomplishing this need. It was also recognized that additional cold storage was an expressed need of the management. It was the opinion of the Committee that this topic needed additional discussion.
The current locker room needed improvement and that the ski shop needed additional space. The recommendation is to create an access directly from the ski shop to the locker room and make the two more closely associated to facilitate ski sharpening etc. There would be no room in the proposed storage facility for equipment bags and extra gear. The room would provide racks dedicated to skis, boots and poles only.
There was concern expressed that the level of service was going to be decreased and that this would lead to more overcrowding of the Basebox. It was noted that the locker rooms were a source of revenue (Shareholder $75 & General Public $95). There are 56 lockers with a waiting list of about 20 people.
This service could be improved and expanded and capture additional revenue. It was noted that an expanded locker program could relieve pressure on the Basebox, especially in terms of equipment bags.
The ski shop is short of space, but it also is a source of revenue. Expanding the ski shop space by taking over the current locker room, might be worthwhile and again increase revenue.
Tier 1 was clearly necessary and advisable. Tier 3 was seen as valuable but expensive
Tier 1 was necessary to avoid any further rot and Tier 2 would enhance facility and probably help keep people out of the Basebox.
The list of major facility improvement and repair suggests that maybe a more comprehensive plan for the ski patrol building/garage could be undertaken to relieve crowding and allow expansion of services and storage, in keeping with the base area character. It appears to be an important issue to pursue.
Eleanor Duponte, Norwich University Architecture Dept suggest that in the fall semester a studio program could focus on a future planning project for MRG. It is cautioned that these are students and that the best outcome is usually new and creative ideas, not actual do-able project plans. The direction to the students could be compiled by MRG Coop and could include Master Base area planning, building redesign concepts, or whatever project we would like. It was recommended that we begin thinking about this opportunity now, so that we would be prepared by this summer with some description and supportive documents for review by the Architecture Dept.
The Facilities Committee recommended to the Board, that for the committee to actually make serious progress on inventory of facilities, use levels and some sort of overall needs assessment which would be the next major steps in the planning activity, professional help was needed to prepare a master list of the facility and status report/inventory to prioritize from. The committee would direct these resources and review the materials prepared for presentation to the entire Board.
Mr. Shultz agreed that an inventory was needed for good planning and suggested that an initial inventory could be compiled by management with outside support hired where initial inventory is deficient. Mr. Wimble agreed.
There was further discussion about "must do" capital improvements, which include:
Total cost reported for items include in house labor costs. The labor costs are broken out for the report.
Ms. Steines state that the ski patrol skis are an annual expense, not a capital improvement and should be moved out of the report.
Upon motion duly made by Mr. Coleman, and seconded Mr. Bleier, it was unanimously
VOTED: To approve the "must do" Tier 1 Capital improvements, totaling $44,000.
Discussion of the reaming capital improvement projects will be tabled until the April meeting once the season’s financial figure will be final.
The following improvements to the Birdcage were suggested to increase use and enjoyment: adding windows that will face the mountain, and improving the selection of available food.
Finance: Ms. Steines reported that the Finance Committee met on January 30 and will be meeting some time this week. Currently the committee is working on their mission statement. Minutes have been circulated to the Board.
Shareholders Relations: Mr. Bleier reported that the Shareholder Relations Committee met on February 20 to review the ballot and discuss the election. The committee is working on refining the shareholder survey to ask more specific question, which will improve the tabulation of results. Complete results are now posted on the bulletin board along with a summary on the web site and in the Echo. The committee requested a second bulletin board for "for sale" postings and non-coop information. The committee also recommended that calendar post cards be mailed out more timely to improve communication. The committee recommended to management to trace what is slowing up the mailings. The committee will be exploring the possibility of monthly issues of the Echo. The committee praised Mr. Wimble and the entire staff for a job well done, and thanked Andrew Snow for his participation with the committee.
Upon motion duly made by Mr. Bleier, and seconded Ms. Putnam, it was unanimously
VOTED: To respectfully request, for next years election, that Board candidate announcement deadlines be posted on the electronic media sooner than was posted this year.
Board Development: Mr. Russell stated that the Board Development Committee had not met, therefore had nothing to report.
Elections: Mr. Russell reported that the Board Candidate forum is scheduled March 23rd at 5:00 p.m. in the Basebox.
There was brief discussion about the possibility of making the candidate forum available in real time on line, and whether the forum should have minutes and/or a transcript made available for shareholders who can not attend.
Mr. Bleier passed along a comment he received from a shareholder regarding the Board candidate bios, which were recently mailed out to shareholders, and requested that photographs be included in the future, and that bios be posted on the bulletin board.
Personnel: Mr. Russell reported that no meeting has been held, nothing to report.
Strategic Planning: Minutes of the sessions are kept and will be available.
Executive: Mr. Russell reported that the Executive committee approved Mr. Meyer’s letter.
Mr. Russell acknowledged receipt of "Suggestion Box" report.
At the last meeting Mr. Finnerty asked if a question regarding transfer of a share to the shareholders family member and whether a niece or nephew qualified as a family member. The Board approved, by consensus, the future transfer of Mr. Finnerty’s share to his niece or nephew. Details of this policy will be dealt with later, once council feedback is discussed.
The next two Board of Trustee meetings are scheduled for:
• April 7th 8:00 a.m. (Strategic Planning session begins at 9:00 a.m.)
• May 18th at 8 a.m.
Mr. Bleier commented that while the Board Candidate nomination period was still open he had tried to get the shareholder mailing list to identify possible candidates. Mr. Friedman passed the request to Mr. Wimble, but Mr. Bleier did not receive a response. He further asked if a trustee get a copy of the list. He feels the ‘96 policy is flawed. Mr. Michl assed that the list is available to shareholders to view in the office. Mr. Monte is drafting a new policy.
Mr. Michl departed 7:05 p.m.
In compliance with the ’96 policy the Board approved Ms. Pratt’s letter by consensus.
Vivian Branschofsky expressed her concern with decreasing the size of or removing the locker room. It is a convenience for locker holders and good source of revenue for the mountain. There was some discussion of prioritizing allocation of the lockers for shareholders.
Mr. Kalkstein offered input on the ’96 policy regarding distribution of the shareholder list. If policy is changed to conform to the law the mountain would be completely absolve of any liability. The law states that "anyone is entitled to the list for a valid purpose." He question whether a commercial purpose would qualify as valid. The current policy gives the Board/mountain the ability to review something before it is mailed out under MRG cover, which makes the mountain liable. The law is written for corporations and questioned if it applies to coops. If a coop does not have a policy then the corporate policy would be the default. Mr. Bleier added that he is not comfortable with the trustees reviewing material before it is mailed out and possibility of liability.
The Board responded to Mark Rincerare’s questions regarding the shareholder survey, which took several month to collect, input and processed; and 6 to 12 people worked on the data in an excel spread sheet. The essay questions were difficult and time consuming to process and summarize. The Board hopes to do some sort of survey every year, probably scaled back and refined, follow up on last years questions. One goal of the strategic planning process is to develop a more specific questionnaire.
In response to Lee Treffinger’s question, Mr. Wimble responded that approximately 25% or 400 shareholders were on line. Mr. Truffanger suggested providing the surveys on the web for easier processing.
At 7:25 p.m. the Board took a short break and then entered into executive session and resumed open session at 7:45 p.m.
There being no further business to come before the Board the meeting adjourned at 7:45 p.m.
Margo B. Wade
A true record.
Robin "Rocky" Bleier, Secretary
February & YDT Profit & Loss Statement