MadRiver Glen Cooperative
Board of Trustees
Minutes of Meeting
April 12, 2003
After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:00 A.M. on April 12, 2003, at the Basebox at Mad River Glen Ski Area in Fayston, Vermont. Trustees Appleton, Coleman, Eaton, Finnerty, Michl, Moulton, Moats, Putnam, and Steines were present. The Cooperative’s president presided. Margo Wade kept the minutes.
Call to Order
Mr. Michl called the meeting to order at 8:05 a.m.
Approval of Prior Minutes
Upon motion duly made by Mr. Michl, and seconded Ms. Steines, it was
VOTED: To approve the March 8, 2003 meeting minutes.
VOTING: In Favor Coleman, Eaton, Finnerty, Michl, Moulton, Moats, Putnam, and Steines
There were no shareholder comments at this time.
The following is the January 6, 2002 Management Report as submitted.
Operations ran well for the winter. We had a couple of power outage issues and they are being addressed with our power company.
Liability Insurance will be an issue once again this summer. I have been informed that we could be seeing a 30-50% increase. The fact that we moved our renewal from January to May helps a lot at the bargaining table.
We finished the season with 86,000 skier visits. Up 20% from last year. Second only to the 2001 season.
We sold 7 shares for the month against a budget of 7. YTD 35 have been sold against a budget of 30. From 1998-2002 we have averaged 11 shares tendered per year. We have already tendered 13 this year. Cumulative share sales revenue is dropping.
March came out better then expected. We cut back on lift operations at the end of the month due to low skier volume, which helped with the bottom line.
We will distribute about $59,000 in employee bonuses this year. This number was calculated before the $267,000 projected income for the year. So $267,000 is still the projected net op income. The bonus program was very well received by the employees.
Cash balance as of 3/31/03. Sweep-$675,000+$150,000 Single reserve, total of $825,000
Ms. Putnam asked what criteria were used to close the mountain this year and requested more flexibility in the closing policy. Mr. Wimble responded that the closing was flexible this year and added the policy needed updating.
Ms. Putnam felt the information communicated for a four hour ski day on Saturday implied it was only for the shareholders. By the time the decision was made to open for the weekend we had lost all other skiers. She would like us to say “we will stay open if we can,” shoot for Easter and adjust as needed.
The policy relies on the following criteria:
Mr. Wimble stated the initial decision was based in part on reports forecasting unfavorable weather and low skier turnout for the week. Mr. Moulton added he had a great weekend last weekend and suggested opening on just the weekends. He believes we laud ourselves as the skier’s mountain and that we put skiing above the bottom line. He recommended we should think about putting our policy where our mouth is.
Mr. Wimble added it was tough on the employees to open and close, open and close. They are gearing up for their summer jobs and do not always have the flexibility to come a go. Therefore his preference would be to just stay open. Mr. Moulton suggested putting the skeleton employees on time and a half to entice them to stay. Mr. Coleman stated we need to determine how much financial pain we are willing to take.
Mr. Michl suggested that Mr. Wimble distribute the opening/closing policy, with his recommended amendments, to the board for discussion at the next meeting.
Mr. Finnerty asked when the updated suggestion box results would be available. Mr. Wimble stated the tabulated suggestions would be available shortly. Mr. Finnerty also suggested a press release should be issued about the Annual Meeting. Mr. Wimble will check with Eric, but believes he is planning a release for the next Echo and will also be submitting one to the Valley Reporter.
Mr. Wimble reported the year end bonuses were enthusiastically received by the employees.
The board unanimously accepted the management report.
March Profit & Loss (see attached)
Financial results of operation for the last month and for the fiscal year to date may be summarized as follows:
Mr. Moats suggested the board work on reducing the total Co-op expense. Mr. Wimble will detail the expenses for the next meeting so the board can evaluate where monies are getting spent.
Summer events include the adventure camp and possibly a Shareholder BBQ. Mr. Wimble would like to pass the organizing of the BBQ and 4th of July float over to the Shareholder Relations Committee.
There was discussion about maximizing the 4th of July weekend since the 4th lands on a Friday this year. Mr. Finnerty pointed out the events at Brooks Field in Warren will not be held this year because the field will be unavailable. The SRC will discuss possibilities and events planning for the 4th.
Mr. Moulton also brought up the possibilities of the SRC organizing an event for New Years. Mr. Michl asked that the committee work with management to determine how both a 4th of July BBQ and a New Years event would work with Tamar and the current Basebox schedule of events.
Ms. Steines requested that board members attend the shareholder specific events.
Election of Officers
Ms. Steines nominated Mr. Moats for Co-op President, Ms. Putnam seconded the nomination. VOTE: unanimous; Mr. Moats was elected Co-op President.
Mr. Moulton formally thanked Mr. Michl for all of his effort and work during his year as president.
Mr. Moats nominated Mr. Coleman for Co-op Vice President, Mr. Moulton seconded the nomination. VOTE: unanimous; Mr. Coleman was elected Co-op Vice President.
Ms. Putnam nominated Ms. Steines for Co-op Treasurer, Mr. Michl seconded the nomination. VOTE: unanimous; Ms. Steines was elected Co-op Treasurer.
Mr. Coleman thanked Ms. Steines for a job well done working with management. Ms. Steines thanked Mr. Coleman and acknowledged how great Mr. Wimble has been to work with.
Mr. Moats nominated Mr. Michl for Co-op Secretary, Ms. Steines seconded the nomination. VOTE: unanimous; Mr. Michl was elected Co-op Secretary.
Mr. Moats stated one of the goals for the up coming year is to achieve a higher degree of harmony between the board, management and the shareholders. To that end it has been suggested we hold a facilitated retreat for the board, key staff members and possibly key shareholder representatives. Some of the goals include: realizing roles and responsibilities of various members of the community; determine how we could better work together; and to resolve personal issues. The idea runs parallel and consistent with the strategic planning process, which has been defining and re-defining the roles of the board and shareholders regarding mountain operation, moving towards a self sustaining business with a goal to support that successful business.
Ms. Steines will research possible facilitators and will present her findings to the board. August 2nd or 9th are possible dates to hold the retreat.
Determination of 2003/2004 Meeting Dates
The following meeting schedule was se for the upcoming year:
Ms. Steines will communicate these dates to Tamar.
Ms. Steines introduced the procedure for bringing new Trustees on board, which was contained in the committee’s minutes and had been previously emailed out to board members.
The committee chair or the prior year’s president would meet with the new board members and issue them a copy of the Co-op’s legal documents (bylaws, articles of incorporation, and VT co-op statute), policies and procedures, copies of the prior year's board meeting minutes, the Strategic Plan, and the Trustees Code of Ethics Statement.
Mr. Appleton complemented the orientation packet and blue book Ms. Steines had put together, and suggested that the minutes are unnecessary because a good candidate will review those ahead of time. He also felt that scheduling the orientation meeting was a little tight before the first board meeting.
As secretary, Mr. Michl hoped to make the information available on the Shareholder web page. The board generally concurred.
With regard to the Code of Ethics, Ms. Steines requested all trustees to sign the document today because not all Trustees have submitted their signed copy to the GM.
Mr. Moulton, agreed to sign the document, but objected to restrictive regulation. He believes in conducting ones self in a modicum of gentility on the board and believes everyone on this board has reflected that. He hopes, in the spirit of gentility, the document is never used as a hammer against anyone.
Mr. Finnerty suggested that the last paragraph was in conflict with the existing Co-op bylaws regarding improper conduct of a trustee and removal of that trustee. Mr. Michl suggested amending the document to correspond to the bylaws. Mr. Finnerty will draft that revision and email it to the board for approval. Mr. Appleton suggested the document should not reference “members” but rather “shareholder.”
Mr. Kalkstein asked if the Shareholder List policy was up for discussion again and offered to present information he has researched to date. Mr. Moats believes a key aspect of the issue regards developing a clear set of examples or definition of what constitutes appropriate and inappropriate use of the list. Further he suggested we need a neutral interpretation of the law.
Mr. Moats suggested the SRC could research the topic. Ms. Steines suggested it was an emotional issue and it may be best if Mr. Finnerty, Mr. Moats and Mr. Kalkstein develop language for the SRC to review and discuss before the board reviews the language for adoption. Mr. Moulton suggested the SRC could collect other VT Co-op policy to review and use for comparison of the draft language some grounding. Mr. Michl suggested having Peter Monte, Co-op council, involved in the process.
Mr. Kalkstein pointed out that only shareholders not members are entitled to the list. Some VT Co-ops have members that are not shareholder.
Mr. Heinzerling brought up the possibility of an opt in shareholder directory. Mr. Michl suggested this was a topic for the SRC to develop as part of their plan. The plan should include how the directory would be executed, updated, funded, etc.
Mr. Wimble added that one share had been tendered over the last mailing.
There was general discussion about shareholder access to Co-op records, including the shareholder list, if a shareholder makes the request in person at the office, but is not available if they make the request by phone.
Mr. Heinzerling stated that the new shareholder pin sold well over the closing weekend raising $835, and pins are still available for sale at the office. Again, he stated his support for MRG listing on the Historic Register. He also shared letters from Ellen Straus and Bob Burley who also support the listing and requested the letters be posted on the web site.
Ms. Steines stated the topic is on the agenda for the October Town Meeting. Mr. Moulton added there is no rush to list and that building consensus within the Co-op is the principle goal at this time. He continues his effort to develop a Q&A on the topic. The Co-op News can also be used as an avenue to get information out to the shareholders on the topic. Mr. Moats suggested we still have several educational steps we need to take with the shareholders. At some point we may want to take a straw poll to see where the topic stands with the shareholders. He also suggested we may want to strive for super-majority support rather than just majority support. Mr. Kalkstein stated he had heard gossip to the effect there are some folks waiting in the wings that are prepared to press a discrimination suit because we do not allow snowboards when and if we achieve listing. He does not give the gossip credence; it may be something we should be aware of. Mr. Moats stated that going forward we need to strive for full board and shareholder education on the topic.
In response to Mr. Heinzerling’s question, Mr. Wimble responded that he is discussing the burying of the overhead power lines with Green Mountain Power and hopes that GMP will cover the majority of the cost.
Mr. Heinzerling requested an update on the status of the Reforestation Committee. Mr. Michl stated the board now had Mr. Appleton’s expertise. The board has not taken action to form a separate committee, but management, with the assistance of an independent forester who has experience with ski area and high elevation forests will conduct bi-annual forest audits and report the result to the board (see the February 8, 2003 minutes).
Mr. Heinzerling presented the new platinum “No Stop No Fall” contest pin awarded for skiing Paradise, Ferret, Upper and Lower Glade, and Waterfall. The pins and die cost $900, which he has financed and requested financial assistance for the cost. Ms. Steines and Mr. Moulton did not believe this was a board issue and referred Mr. Heinzerling to John Ayers or Terry Barber.
There was discussion about the new pin; the benefits of the “No Stop No Fall” contest; whether it is the board’s responsibility to promote a fourth pin for the contest; use of the contest as a marketing tool; and historic institution of the contest. The board encourages discussion between management, the patrol and ski school about the program and need for a fourth pin.
Mr. Heinzerling stated he had copies of the Skiing Heritage magazine available.
In response to Mr. Heinzerling’s question, Ms. Steins stated that the Co-op is communicating with Mr. Hillman, but is in not hurry to purchase the abutting parcel. Mr. Hillman has no philanthropic desire to gift the parcel to the Co-op at this time.
At 10:00 a.m. the board entered into executive session and resumed open session at 10:50 a.m.
There being no further business to come before the board the meeting adjourned at 10:50 p.m.
Margo B. Wade
A true record.
Leigh Michl, Secretary
A. March 2003 Financials