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Meeting
Minutes

Shareholder Annual Meeting


Mad River Glen Cooperative
Minutes of the Board of Trustees
April 14, 2001


The meeting convened at 4:45 pm at the Basebox at Mad River Glen Ski area in Fayston, Vermont. Present were Trustees Bleier, Coleman, Eaton, Kirkpatrick, Michl, Russell, Schultz, and Steines . Trustee Putnam participated by telephone from California. Mr. Ackland, Mr. Wimble, Mr. Friedman, and Ms. Crawford were present representing management. Coop Counsel, Mr. Monte, was not in attendance. The president, Mr. Eaton presided. The minutes were kept by the secretary, Mr. Bleier.


MINUTES OF PAST MEETING :

After discussion and upon motion duly made and seconded, it was unanimously

VOTED : To approve as corrected the minutes of March 17, 2001, meeting of board of trustees.

Mr. Eaton objected and Mr. Michl concurred, to owner Shawn Kalkstein tape recording the meeting. After discussion amongst the Trustees on recording and video taping meetings a vote was taken. Made by Mr. Bleier, which Mr. Schultz seconded, the


MOTION:

To allow recording of meetings, both audio and visual by anyone in attendance. Voted: 6 in favor : Bleier, Kirkpatrick, Putnam, Russell, Schlutz and Steines 3 against : Coleman, Eaton and Michl The motion passed 6-3.


A statement from Trustee Putnam was read.

"After all the years I have been attending most board meetings, here I am missing the very first one that I have been elected to. You, (Al) stated to me "family first" and that is what I am doing. But this is tough as MRG is my second family . However, months ago the kids planned this 70th party for Put in San Diego. All the kids and grandkids will be there and I have to be to there also. So when I got elected it was a little bittersweet as I have been worrying about this for a month. Too bad our kid's didn't plan it for Easter in VT. this year. What a year!! I'm sure sorry ."


SHAREHOLDER COMMENTS:

Shawn Kalkstein inquired about the 1/29/01 memo to Deparment Managers re: Employee communications. He wanted to know if it would be discussed and the facts leading up to its being issued. After much discussion, it was decided to review the memo and its history in executive session due to the personnel issues involved. The board would answer any questions pertaining to this issue after the executive session.


GENERAL MANAGERS REPORT:

Bob Ackland the General Manager gave his report.

Operations for the month of March ran quite well. We experienced significant snowfall making the month the best month of the season for revenue. Telefest had a dump of snow making that a record weekend. Paid Skiers for the period were:

  Actual   Budget   Last year
March 14,927   6,023   3,474

Plans for the end of the season continue as outlined last month. They are as follows:

  • As Of March 19th, Lifts 3 & 4 will ceased operation. Lift 4 ran for special race request.
  • Lift 1 & 2 will go to April 15th and Lift 1 will go longer depending on weather and use.

Mountain Operations:

All lifts turned as per schedule except for March 31 for no power and March 22 also for no power. There were no down times for maintenance.

Lift operations continue to function well.

Ski School has had significant success. Revenue generation has been at a record level. Several staff gained PSIA certification during the month in Nordic (telemark).

Cricket Club has continued with record setting days, even mid week. The consistent problem of having to turn people away during weekends is still prevalent.

Food & Beverage has made steady progress over coming its shortfalls. Staffing has been a real problem this month with no shows and lack of commitment from some staff.

Share Sales:

See March report attached.

Shareholder Communications:

Shareholder survey was printed and mailed in 1st week of April.

Capital:

Revised Tiered Plan is being submitted to Board at April meeting.

Budgets:

Budget process for the 2001/2002 season has begun with department heads submitting their detailed budgets. Summary of input should be complete by mid May.

Mr. Ackland stated that the mountain was in great shape and that plans called for operations to continue for at least a couple more weeks till either the snow or skier traffic dried up. After April 15th the Single would be the only chair running, with limited services.

 

Mr. Ackland outlined the record breaking season to date. All revenue producing departments had shown a significant increase in sales volume and profit. Many records had been set. He cited the hard work of all the department heads and employees.

 

Reviewing the month of March, Mr. Ackland noted that due to generous amountsof snowfall, it had been the best month of the season for revenue. The Telefest weekend had set an all time record for skier visits and revenue. Paid skiers for the month were 14,927 compared to last years 3,474 and a budgeted 6,023.

 

Mr. Ackland noted that the Cricket Club had set several record setting days even during mid-week.

 

Ski School had also set revenue records. In addition, several staff had gained PSIA certification in Nordic (telemark).

 

Christian Jacquith, shareholder and patroller noted that the Ski Patrol also had significant successes this season, with several members attaining senior certification. In addition, the patrol has implemented a junior patrol program for ages 15-18.

 

Share Sales for the month had been 16, exceeding the target of 15. Eleven shares had been sold by volunteers in the lift line during busy days. Rich Aiken asked who had sold the shares. Mr. Ackland stated that Lu Putnam had sold 5, and Irma Heeter and Jed Guertin had each sold 3. All the sales were closed by Dave Hatoff.

 

The Shareholder survey was printed and mailed out during the 1st week in April.

 

Budgets from department heads should be complete by mid May.

 

The general Manager reviewed the P&L Statement. The month of March saw record revenue of $519,955 with expenses of $284,374 resulting in a net ordinary income of $235,581. Some expenses were over budget for the month due to the total bill being paid during the month, but are expected to come in under budget for the year.

 


ELECTION OF OFFICERS:

The Board elected the officers that make up the Executive committee.

  1. President: Mr. Eaton nominated Al Russell, Deb Steines seconded. There were no other nominations. Mr. Russell was elected unanimously.
  2. Vice President: Ms. Steines nominated Jito Coleman, Mary Kirkparick seconded. Ms. Putnam nominated Rocky Bleier, Mr. Schultz seconded. Voting for Mr. Coleman were Ken Eaton, Mary Kirkpatrick, Al Russell, Leigh Michl, Deb Steines, and Jito Coleman. Voting for Mr. Bleier were Lu Putnam, John Schultz, and Rocky Bleier. Having received a majority of the votes, Mr. Coleman was elected. (6-3)
  3. Treasurer: Mr. Russell nominated Leigh Michl, Ms. Putnam seconded. Mr. Michl was elected unanimously.
  4. Secretary: Mr. Russell nominated Rocky Bleier, Ms Steines seconded. Mr. Bleier was elected unanimously.

At this point, Mr. Russell took over the chair of the board. Mr. Bleier thanked Mr. Eaton for his one year of service as the President, to which the Board concurred.

Mr. Russell then read a prepared statement ( which is attached).

I would hope all of you get a chance during these last few ski weekends to thank any deserving staffers, so they start their Summers with a positive feeling.

 

Of all the successes that were mentioned at the Annual Meeting I feel that a few were not mentioned. And the successes that I feel when I am at the mountain are also not easily measured. John and I have recently debated what our "Historical Niche" actually was/is, and we both basically gave up, because each of our recollections is just an "amalgam" of memories. A collection of mostly pleasant memories, smiling faces, sun on our cheeks, laughs of our children, etc.

 

The so far unmentioned success's that I feel include the youthfulness of today's MRG skier, as the average age seems to have dropped by 10+ years in the last 2 or 3 years? The dramatic increase in really strong female skiers, the really incredible skill levels of the Tele gang, and the moguls on woods or cliff lines . The young family's have increased dramatically, as has the youth and racing programs. No, I don't fear the future of MRG when I am surrounded by this youthful exuberance.

 

So I feel a need to remind myself of these "immeasurable" successes and to remind myself also that "we" Trustees also caught the MRG fever at a pretty young age, when our youthful bodies and attitudes allowed us, or even forced us, to seek out the challenge that Gen. Stark Mt. has to offer. So, now we've been elected Trustees, due to our wealth of experiences, maturity, wisdom etc. But I feel a need for caution as I proceed forward. I feel a need to temper many of the thoughts and desires of my own, and of my close friends who I have known since the 70's, and consider the thought's and desires of a much younger crowd. The young crowd that we used to be, the fun gang that got us hooked on this place.

 

So, please note that I said 'temper". We need a blend, a balance between the youthful exuberance and the mature contemplation. We need to listen to our young managers like Eric with his truly successful "ski it if you can", the incredibly farsighted "12 and under" program, and his contribution to making us a tele "Mecca". We need to listen to his enthusiastic ideas, then use our maturity to "temper" his ideas, and attempt to create a balance that is best for the future preservation of the Mad River experience.

 

So, as Bob says, we are at a Crossroads, although I see more simply as a Y in the road. The big fires have been put or at least are under control. We now have the chance to fill in all these omissions that Bob and others have been instrumental in pointing out to us. The full shareholder survey, the mission statement, the 5 year plan, the "Building Blocks" that we need to create a 10-20-50 year plan for the future, the definition of the Board-Manager relationship, Officers roles, Shareholder-Board communication., the role of the individual shareholder, the Focus groups of non shareholder customers., etc.

 

Individually, none of these items is very hard to resolve. As a group, and whatever else we find that remains unstated yet, it's still a big job. Yet, the challenge that faces us is still nothing compared to the really tough choices that previous Boards had to make.

 

We also have the big job of keeping the wheels turning around here. Some of these antique machines or buildings need our full attention at times, and the Staff does a wonderful job but will be very busy for the next few years as we pick away at the mechanical issues. So, if it seems that the staff or a Trustee has something else on their mind as you talk to them, please consider that it may be something important.

 

I will reiterate the need for, and the importance of civil discourse, on all sides of every question. If anyone wants my attention, they will need to be polite to me as well as all of the Staff. We must all find a proper forum, and use them when we feel a need. We should also remember that Family's come first, as I encouraged Lu to consider, as she was struggling with missing her first Trustee meeting. So, if you see either my Wife or Daughter with me, then I suggest you write an e-mail.

 

I will also be trying to focus my attentions pretty far down the road. A Trustee's job is to "preserve and protect" for the future generations, not just for your next sparkling powder morning, or bowl of soup.

 

So, lets go forward, as it's obviously our only choice. Sure, we can review our errors and omissions, or those of our predecessors. And when we find an error or omission, lets just say, oops, what should we do about that? Then we can talk about it and make a decision. Vote, when appropriate, then learn to live with it when we are in a minority. Simple, and it leaves us all with some time for skiing the Riv.


COMMITTEE ASSIGNMENTS:

The Board discussed the various committee assignment with the president nominating the following: (chair is listed first)

  • EXECUTIVE COMMITTEE: Al Russell, Jito Coleman, Leigh Michl, Rocky Bleier
  • PERSONNEL COMMITTEE: Al Russell, Ken Eaton, John Schultz
  • FACILITIES COMMITTEE: Jito Coleman, Rocky Bleier
  • SHAREHOLDER RELATIONS: Rocky Bleier, Lu Putnam
  • BOARD DEVELOPEMENT: Al Russell, Mary Kirkpatrick, Deb Steines, Lu Putnam (Mr. Russell agreed to chair the committee on an interim basis)

There then ensued a discussion regarding the functioning of the committees. Mr. Russell reminded the Board that there are Board Development issues.

 

Ms. Kirkpatrick took note of past Board development work such as nominations and voting. She reminded the Board that in two years all the original Board members will be gone, and that a sense of history and institutional knowledge is important to the Board's proper functioning. Regarding the Personnel Committee, it was mentioned that some board members, citing a conflict of interest, are opposed to employees being on the committee. Mr. Ackland stated that he was not comfortable with Mr. Schultz, an employee, being on the committee. Ms. Steines, mentioning that she is a manager at her job, said she would be uncomfortable discussing the General Manager's performance with employees. Mr. Bleier mentioned that one's fiduciary responsibility would supersede any conflict that an employee might have, unless it was something involving their immediate supervisor. He noted that there is a difference between a cooperative and a corporation, that no one on the Board or in Management had coop experience, and that essentially all were novices in regards to coop protocol. Ms. Putnam was of the opinion that employees did not have a conflict of interest.

 

Mr. Bleier reminded the Board that the coop's greatest asset, its owners, were still being under utilized by the committee chairs. He strongly urged them to increase owner involvement by adding them to their committees.

 

Mr. Coleman then made and Ms. Kirkpatrick seconded, and the Board passed unanimously, the

MOTION: To accept the slate of committee assignments.

There then were a number of comments from the owners. Mr Jaquith inquired if there had been any thought given to an employee relations committee. He noted that employees collectively had over a thousand years of experience and if there was any desire to measure and utilize that experience, such as an employee survey. Mr. Eaton responded that the Personnel Committee only hires the General Manager. Mr. Russell mentioned that the Board had spent the last year trying to define the responsibilities of the Board and Management, that employees were the responsibility of Management. Mr. Schultz thought that this is the kind of discussion we should have. Mr. Kalkstein commented that the conflict of interest was valid only in a corporate situation , that the coop community was a different situation. Ms. Putnam commented that in the past, she had been a member of the sub committee charged with exploring employee conflicts, but that it had never met or brought forth a policy.

 


TIERED CAPITAL PLAN:

The General Manager reviewed the Capital Plan. He noted that the two largest items in the first tier (Lift#1 sheaves and a "new " groomer) had been approved. There ensued much discussion regarding several of the capital items. Several people in addition to Board members commented on the Basebox bathrooms and what improvements were desirable. All present agreed that this area is in need of improvements both physical and with maintenance. Ms. Putnam noted that bathrooms in the Birdcage also were in need of more attention. Mr. Ackland indicated that Management was sensitive to these issues. Mr. Russell noted that a certain percentage of our owners were happy with minimum or no change.

 

There also was discussion about the Cricket Club and possible solutions to the prime time crowding problem. Management continues to the study the problem and has tried to be creative with solutions. However there are no easy ones without a physical change to the Cricket Club. Mr. Russell noted that the Facilities Commitee had this as an item with a 3-5 year window that was started during a "Building Blocks" meeting. The owners survey will be helpful in determining how much of a priority that it should be.

 

There was a lengthy discussion on the largest item in the second tier, a maintenance shed to house the snow groomers and provide some physical space for other storage and employees. Mr. Coleman assured the Board that there would be an adequate design review by the Facilities Committee. Mr. Wimble responded to several questions and suggestions.

 

He noted that it costs over $400 a month to use plug-in heaters for the groomers during the cold months. Proposals for building a new structure or adding onto the existing shop building were covered at length. Mr. Ackland mentioned that the project could be delayed for a year, but that any longer would be detrimental to making other improvements in a timely manner in the future. Some Board members were eager to see the project undertaken this summer, others wanted to wait and further study the issue. It was the overall consensus that Management had the authority and the funding to go ahead as they see fit. After more discussion, there was made by Ms. Steins and seconded by Mr. Michl, the

MOTION: To accept the Capital Plan as presented ( which includes everything listed, total $225,830 ). The vote was unanimous with Ms. Putnam abstaining.


BOARD MEETING SCHEDULE:

After reviewing a proposed Board meeting schedule ( noting when certain key religious holidays occur ) and some discussion, Mr. Bleier made and Mr. Schultz seconded, the

MOTION: To accept the the proposed schedule of Board Meetings through the Green and Gold weekend. For: Bleier, Coleman, Kirkparick, Putnam, Schultz Against: Eaton, Michl, Russell, Steines The motion passed 5-4


At Approximately 7:00PM the Board unanimously voted to go into Executive Session to discuss Board policies and protocol (the "Memo" )and personnel issues.

RE: Executive session review of President's action relative to Sec 5.4 and 5.6 re. Employee Communications procedures document. Date: April 14

 

All present agreed that actions taken by the GM were within the bounds of procedures and policies relative to Sec 5.4 and 5.5. that existed at the time. The President's signature on this document was superfluous, and generally inappropriate as this document did not require, nor have, Board approval.

 

All present agreed that the document in question is valid and remains in effect until superseded, and the creation and distribution is within the normal bounds of procedures and policies delegated to the GM.

 

Further action includes, but are not limited to, Board Development Comm and/or the Executive Comm. review of procedures and policies relative to Roles of Officers and Actions of the Executive Committee. These may or may not result in further Board discussions or future agenda items.

At approximately 8:30PM the came out of Executive session. It was agreed that the Executive session would continue via email.


Made by Mr. Bleier and seconded by Mr. Coleman, the MOTION: To Adjourn was passed unanimously.

A true record, I do attest.

Robin "Rocky" Bleier - Secretary

 

 

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