The meeting convened at 8:10 am at the Basebox at Mad River Glen ski Area in Fayston, Vermont. Present were trustees Bleier, Coleman, Eaton, Michl, Putnam, Russell, and Schultz. Trustees Kirkpatrick and Steines were Absent As was Coop counsel Mr. Monte. Mr. Ackland and Mr. Friedman were Present Representing management. The president, Mr. Russell, presided. The Minutes were kept by the secretary, Mr. Bleier.
MINUTES OF THE PAST MEETING
The secretary, Mr. Bleier requested that the Coop hire a stenographer to Record the minutes of the meetings. After a brief discussion, Mr. Coleman Made, Mr. Michl seconded, and the Board passed unanimously the
MOTION: To direct Management to hire a person to take the minutes of The Board Meetings.
Mr. Michl made and Mr. Eaton seconded the
MOTION: To approve as corrected the minutes of the April 14th Board Meeting. VOTED FOR: Bleier, Coleman, Eaton, Michl, Russell, and Schultz. Abstaining: Putnam. The motion passed 6-0. (Ms. Putnam Explained her vote saying that she had not read the minutes due to her being unable to open the attachment with which they were sent.)
Mr. Russell read a statement concerning the board's attempt to further define the role of the board and of the owners communicating to the Board and/or Management. He mentioned that the refining of the proper avenues of communication was ongoing and that the committees of the board would present information and have items that would be assigned to them to deliberate upon and make recommendations to the Board.
Mr. Kalkstein (shareholder) inquired as to how the business of the board was open to Shareholders if the Board members were e-mailing each other back and forth.
It was the general consensus of the Board that work done in-between Meetings was not subject to the open meeting sections of the bylaws as long as no decisions were made by the board outside of the meetings. Mr. Kalkstein also presented his view on the €conflict of interest € issue. He said that the only conflict of interest was with the General Manager dictating to the Board who shouldn't be on the personnel committee which reviews his performance. Mr. Kalkstein considered it a structural issue; that Management should not be reviewing those that review Management.
Shareholder Deri Meier requested that Management provide a breakout of The Services income on the monthly P&L report. Mr. Ackland agreed to this Request.
Mr. Kalkstein inquired as to the lack of information about the events that led up to the memos issued to owners and employees in January,2001. Mr. Russell, as chair, ruled to decline to entertain any discussion citing that it was the Chair's opinion a personnel issue.
Mr. Bleier mentioned that Board meetings were still not receiving adequate posting of notice beforehand. Mr. Russell informed the Board that the item would be discussed later in the meeting.
Management's report for the month of March 2001.
The General Manager, Mr. Ackland answered questions concerning his Report.
- Mr. Russell asked if the summer camp's projected profit was figured Into the Budget. (It was not.)
- Shareholder Paul Finnerty queried the General Manager regarding the Share sales reorganization. Mr. Finnerty wanted to know what had changed from the time of the annual meeting in April when the G.M. had reported that everything was going along as planned , to the situation now at hand where there had been a reevaluation resulting in a reorganizational change. Mr. Ackland responded that the marketplace and strategy are changing regarding share sales and that he felt a change was in order to address those changes.
The General Manager presented the schedule for ticket pricing for the 01-02 Season. Both the 12 and Under Program and the Mad Card had been a success and would be offered again next season. He mentioned that although prices would be raised in some areas, the price increases were justified and that Mad River's pricing was still very reasonable when compared to the rest of The Industry.
Mr. Michl offered to have the Finance Committee help management analyze the data to determine and establish a limited ticket policy. Mr. Schultz was of the opinion that the board should first establish Policies so that Management has guidelines regarding ticket pricing. Ms. Putnam spoke in favor of reviewing the 1200 limit on ticket sales.
Mr. Coleman made and Mr. Eaton seconded the
MOTION: To approve the Season Pass and Ticket pricing as presented.
There followed more discussion. Mr. Eaton wanted to review the early season discounts. Mr. Friedman explained that without them many customers would wait and see before buying passes, thus depriving the coop of early season revenue. After more discussion, the MOTION was passed unanimously.
Mr. Eaton commended Management on the 12 and under and the Mad Card Program.
BUDGET PLANNING ASSUMPTIONS WITH SCHEDULES:
The General Manager reviewed the planned schedule of operations for the Upcoming season. Ms. Putnam commented that if possible Management should plan on having the whole mountain open sooner than Dec. 22nd. Mr. Bleier was not allowed to comment, as per the chair ruled.
Mr. Schultz suggested that it would be helpful in the future to define what tasks were the responsibility of the Board and then for the Board to delegate tasks to the Board committees.
- Finance Committee: Mr. Michl reported for the Finance committee. He mentioned that he was after 2 shareholders to join the committee. The tasks for The Committee are as follows:
- Review financial statements and forecasts
- Look at long range forecasting and capital plans
- Look at the budget Participate in the study of limited ticket sales
- Review tax planning issues ( if Management wanted help with this) Mr. Ackland commented that he looked forward to the day that the Coop would have tax planning issues.
Mr. Schultz remarked that the Board should attempt to define the tasks to review pricing and policies that might effect future planning.
- Facilities Committee: Mr. Coleman reported for the Facilities Committee. He noted that the next committee meeting was set for May 22nd. Shareholder ( Former Patrol Director and Assistant Mountain Manager) Bill Heinzerling has been added to the committee. The committee is still looking for more Members.
A broad mission statement will be written. The committee is currently reviewing the maintenance shed plans. Mr. Coleman stated that the Ski Area Master plan starts with facilities information gathering. The start is to look at what would be in place 50 years ahead, and to determine what to preserve and protect to get to that point in the future. Mr. Coleman made the point that maintenance is not the committee's responsibility.
- Shareholder Relations: Mr. Bleier reported for the Shareholder Relations Committee. The tabulation of the owners survey continues. The committee expects that the checkbox ( owner satisfaction) portion of the survey will be completed first. The essay sections with more variables, will take longer, therefore the final tabulation of the surveys is still weeks or even months away. However, the committee should be able identify any interesting trends before then.
Mr. Bleier then brought up the issue of the suggestion box, an action Item that the Communications Committee had previously identified. Mr. Ackland stated that management considered the suggestion box as a management tool primarily helpful to deal with operations. There then followed some Discussion on what roles and how best the suggestion box could be used by both Management and the Board. The frequency of tabulations and reporting of the suggestions was also covered. It was noted that the tabulations hadn't been made available to the Board till the suggestion box had become an Action item, and that the Communications Committee hadn't ever received any tabulation report from Management. After more discussion , Mr. Russell summed up the sense of the board that more timely and frequent reporting would Be Beneficial. Mr. Bleier inquired as to how the tabulation would be Reported.
He noted that he was the chair of the Communications Committee and had sent several e-mails during the season inquiring as to the status of the Suggestion box without getting a response.
Mr. Bleier went on to point out that the suggestion box had been on The Committee level and the board's agenda for some time. He stated that The Suggestion box had been often cited by the Board in the past as an avenue of communication for owners, that it was a useful tool to start a dialogue amongst owners and that it was the least intrusive way to make policy Recommendations to both the Board and Management. Citing his own experience with using the suggestion box , he disagreed with Management's claim of acknowledging all signed suggestions and stated that after awhile he stopped signing his suggestions because he wondered if it was just because of who he was. Mr. Ackland interrupted to state that it was indeed the reason why the suggestions hadn't been Acknowledged. Mr. Bleier then inquired if only favorable suggestions would be handled. Mr. Ackland responded to the effect that it was the Personality of the writer that made a difference. Mr. Bleier then surmised that the suggestion box was open to some but not all. Mr. Ackland responded that one could look at it that way or any way they liked. After more discussion, Mr. Russell indicated that the suggestion box would remain in management's hands. He then accepted comments from the owners in attendance.
Mr. Heinzerling then inquired if signing the suggestions would make a Difference and noted that after making several suggestions he felt that Putting them in the box was like dropping them into a black hole. There was more discussion. Mr. Kalkstein was recognized and noted that Communication always involves two parties; not only was it a Management Tool, but it was also a tool for the owners making the suggestions... That if the owners felt unappreciated the communication wasn't working well. He also stated that he felt Mr. Ackland's remarks to Mr. Bleier were out of line and went on to remind the General Manager that Board members don't work for Management, it is Management that works for the Board. Mr. Russell, as Chair, interrupted Mr. Kalkstein ruling him out of order for discussing a Personnel Issue. Mr. Ackland abruptly announced his resignation and left the Meeting.
There immediately then ensued much out of order and spirited discussion amongst the owners and Board members present. The Chair then called for a 5 minute recess .
Approximately 10 minutes later the Board meeting resumed.
- Board Development Committee: There was no report from the committee.
- Personnel Committee: Mr. Russell noted that the Personnel Committee needed to expand its role to deal with shareholder comments relating to Personnel issues. There was a brief discussion on the subject.
Mr. Russell then spoke of the board's role. He mentioned that the Executive Committee was attempting to use the Yahoo Messenger format in order to facilitate faster communication between the committee members when necessary.
However there still were some bugs to work out.
Mr. Schultz commented that in regards to future agenda items a Strategic plan Is needed.
Mr. Bleier remarked that the issue of conflict of interest had yet to be resolved although it has been with the Coop and the Board since the First Year of the Cooperative. He stated that there was a need for a clearer definition of conflict of interest in both employee and owner roles.
There was further discussion. Mr. Eaton then made and Mr. Coleman seconded The
MOTION: That the Board Development committee be tasked in studying the Conflict of interest situation regarding employee directors. For: Bleier, Coleman, Eaton, Michl, Putnam, Russell Against: Schultz The motion passed 6 to 1.
Mr. Bleier requested that he be added to the Board Development Committee.
Mr. Bleier noted that the notice of meetings still needs to be improved. There was no discussion.
The Board then Voted unanimously to go into executive session to discuss personnel issues. At approximately 12:45 the Board resumed open session.
Mr. Michl made and Mr. Coleman seconded the
MOTION: Under section 5.7 of the bylaws to exclude Shareholder Kalkstein from attendance at Board meetings for the next 6 months till Nov. 12th 2001. Mr. Kalkstein is hereby advised of section 2.7 of the bylaws and that those procedures are under review. For: Coleman, Eaton, Michl, Russell Against: Bleier, Putnam, Schultz The motion passed 4 to 3 Mr. Schultz commented that the whole thing is outrageous.
Mr. Michl made and Mr. Coleman seconded and the Board voted unanimously To Adjourn.
A true record, I do attest.
Robin "Rocky" Bleier - Secretary
Mad River Glen Coop
May 12, 2001