Mad River Glen Cooperative
Board of Trustees
Minutes of Meeting
May 18, 2002
After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 8:00 A.M. on May 18, 2002, at the Basebox at Mad River Glen Ski Area in Fayston, Vermont. Trustees Bleier, Michl, Moats, Moulton, Putnam (via speaker phone), Schultz and Steines were present (Eaton and Coleman were absent). The Cooperative’s president presided. Margo Wade kept the minutes with assistance from Ms. Steines.
Call to Order
President Michl called the meeting to order at 8:05 a.m.
Approval of Prior Minutes
Upon motion duly made by Ms. Steines, and seconded by Mr. Moulton, it was unanimously
VOTED: To approve the April 6, 2002 Annual Shareholder meeting minutes with corrections.
Upon motion duly made by Ms. Steines, and seconded by Mr. Michl, it was unanimously
VOTED: To approve the April 7, 2002 Board of Trustee meeting minutes with corrections.
There were questions regarding the approval of the February 9th Town Meeting, February 14th Executive Session Conference call, and February 22nd Strategic Planning meeting minutes. Mr. Bleier and Ms. Putnam would follow up on the status of these minutes.
Mr. Meier asked if board members, who do not pay for day tickets, would recuse themselves from discussion of the agenda item regarding ticket pricing being that it would be "taxation with out representation," pointing out that Mr. Bleier, Mr. Schultz and Ms. Putnam fall into that category. He feels that if someone does not pay for day tickets they should recuse themselves from the discussion of the pricing issue. Mr. Michl stated that Mr. Meier’s question would be addressed later in the meeting when the item came up for discussion. Mr. Bleier suggested that the remaining board members should recuse because they would stand to benefit.
The following is the May 18, 2002 Management Report as submitted.
Summer maintenance and capital projects are already underway and going smooth.
Nate, Kenny, Stevie, and Pete will be attending CTEC lift maintenance school in June. The school covers new lift codes, preventative maintenance programs, and a new safety system that we will be installing in the Single in the next couple of years.
Some capital projects may be deferred to next year due to cash flow restrictions.
We have changed our liability insurance to Mountain Guard. This will be a net premium saving of $42,000 annually. Our coverage is back up to $8 million from $5 million and we have a half million more coverage on the buildings. I had the new company do a Marshal & Swift Report on the buildings to make sure that we had adequate coverage.
Summer Camp and Naturalist programs will begin in mid June.
Tamar and Glenn have about 8 functions set up in the Basebox this summer with inquiries still coming in.
Due to low attendance, we will not hold the shareholder BBQ. We are looking to make this a bigger event by doing it less often and use the 4th of July when it falls on a weekend.
I will be attending the NSAA convention in New Orleans May 22-25. The convention consists of Trade Show, numerous seminars, and achievement awards.
0 shares sold in April against a budget of 7. YTD 22 sold against a budget of 62. We are currently discussing strategies for share sales.
Shares with duplicate names: 4 have been returned to change the names, 15 have not replied.
104 shareholders are delinquent on their APR. 2 are deceased, 17 are also delinquent on their share payments. Letters are being sent out to these people stating that we need their payments because it is a crucial part of the summer capital program and it is policy.
April P&L looks great. Net income loss of (44,000) compared to a budget of (120,000). This is due to breakage income in unused tickets and cutbacks that were made in March.
Cash flow will be lower than expected. We are anticipating a low cash flow of $30,000 at the end of August. This still includes doing all of Tier 1 capital, except the locker room.
<<<<End Management Report>>>>
Ms. Steines asked if it was time to take "share sales" out of the report since share sales are decreasing and will eventually cap out. Why are we setting budget with share sales? At some point, share sales will no longer be a revenue item. Mr. Wimble pointed out that share sales will continue to decrease, but revenue will continue to flow in because some shareholders are on payment plans. Ms. Putnam stated that she would be afraid that interest in selling shares would vanish if it were removed as a line item.
Mr. Bleier is not convinced that the point to discontinue share sales has been reached. Mr. Moulton concurred with Mr. Bleier; feels there is room for an aggressive selling campaign coupled with taking it out of the budget with any income treated as win fall. Mr. Wimble pointed out that share sales are not included in the operating budget, but in the capital and cash flow report. Mr. Schultz added that even with a successful push to sell there will soon come a year where we will see no more share sales. Mr. Michl suggested that the share sales projections should be more realistic realizing that sales are dwindling, but we should not give up. Ms. Putnam added that the poor ski season probably had an effect on sales; hopefully next season will be better and sales will rebound.
The board unanimously accepted the management report.
April 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: $316,000
Mr. Michl asked how change in insurance would impact the financial statement. Mr. Wimble responded that part will be reflected in this year's financial statement with the remainder accrued out through next year. Financially we are looking at to break even or better, which is because of the breakage and insurance change, though insurance figures may fluctuate by approximately $40K-$50K.
The board unanimously accepted the financial report.
Mr. Wimble presented the pricing plan for the upcoming season, which proposes a single day ticket price for mid-week, weekend and/or holiday. Management researched a number of pricing scenarios and compared bottom line results to the model and last year’s skier visits. Andrew researched each VT ski area’s ticket prices to find that we are at the bottom of the scale with only three areas having lower prices (Middlebury, Bolton and Burke). Our expenses are going up faster that our ticket prices. There was no proposed increase in season pass prices.
Management made two proposals with respect to shareholder day ticket prices: a flat 10% discount and a discount consistent relative to day ticket prices that is consistent with prior relative discounts. Management checked with Laddie Lushin, Esq, the guru of co-op attorneys, who said either discount approach would be okay. Therefore, recommended the latter approach.
We will still be offering a 30-day ticket. We still offer many discounted midweek programs. The Mad Card program will be available until December 13th.
In response to Mr. Bleier’s question, Mr. Wimble replied that last year’s $3.00 increase in midweek ticket prices did not negatively affect sales; therefore we concluded that the price elasticity of midweek ticket sales is very low. Other than Birdland, all other terrain is open midweek. Callie’s Corner is open midweek on demand. Until the drive is changed on the Birdland chair, opening more frequently is not an option.
The group discussed skier expectation of midweek services with regard to the proposed pricing scheme and determined that most ski areas limit terrain midweek. There are no lift lines midweek, therefore we should not lose midweek skiers to the weekend because the prices will be the same.
Mr. Schultz steered the group towards discussion of board issues rather than discussion of details of the proposal. Mr. Moulton suggested that the board would set policy to subsidize skiing by keeping price low or that price should reflect cost of the experience. He questioned the volume of discounts on the set price, suggesting a skier paying full price may be distressed to see others receiving discounted prices. Mr. Moats agreed with Mr. Schultz in that the details of ticket pricing are up to management. The board should offer guidance as to whether we are a discount or quality ski area. Mr. Wimble is in the hot seat on how things balance out at the end of the season and he fully supports Jamey’s responsibility and diligence. We need to establish ourselves as a viable company in order to meet future expenses. Mr. Moats supports incremental policy changes and approves of the proposed pricing scheme because it is a modest change. He is not familiar with the commitments to industry for promotions, but cautioned against diluting the yield.
Mr. Friedman stated that he supported the pricing program, the cheap Wednesday program did not result in more skier visits, and we are still one of the less expensive areas.
Mr. Michl pointed out a goal brought out during strategic planning, which is that we would like to be a ‘value’ not a ‘discount’ area and question if the policy would sustain this goal. Mr. Wimble responded that he did not feel the price structure would affect the new and/or next generation skiers and that we are still on the lower end of ticket prices across Vermont.
Mr. Bleier pointed out that the industry is attracting fewer new skiers because of the high cost of skiing and asked if the proposed price scheme is addressing that. Mr. Wimble reiterated that with the proposed prices we are still less expensive than many other areas. There was general discussion about Mad River’s responsibility to stem the industry trend of decreasing new skiers entering the sport by providing lower and/or discounted rates. The board generally agreed that the Co-op must cover its costs to be viable and self sustaining and that the proposed scheme is modest is still a good value, and not out of line with the experience we provide. Mr. Wimble added that the Co-op has invested 1.8 million dollars into the area since 1995, effectively raising the bar. Accordingly, we now must set our prices to cover costs. We are selling an experience. Our model shows growth. The 12 and under program has been very successful and we continue to develop programs to bring in new skiers.
Upon motion duly made by Ms. Steines, and seconded by Mr. Moulton, it was
VOTED: To approve the Pricing Proposal for 2002-2003 and Proposal 2 of Section 6 as presented.
VOTING: In favor: Michl, Moats, Moulton, Schultz, Steines
Against: Bleier, Putnam
Mr. Michl added that by approving this proposal the board has no intention to get involved with what Mr. Wimble decides to charge when very limited terrain is open. Addressing Mr. Meier’s concerns, Ms. Steines stated that the board was elected to set policies and approving ticket pricing is part of those responsibilities.
Mr. Bleier asked if a powder premium had been considered. Mr. Wimble responded that it has been discussed many times. He does not support the idea because of the potential problems (disagreements over snow depths that would ‘trigger’ the price increase, etc). Ms. Putnam stated that it might be an interesting experiment. Mr. Schultz suggested putting the issue aside for this year. Mr. Bleier stated that this would be the easiest was to raise revenues without effecting anyone’s perception of value.
Mr. Coleman was not present. Nothing was reported.
Ms. Steines reported issues discussed at their January meeting relating to shareholder bonds, which came into existence in June 1998; mature in 2008; and earn Mad Money or an alternative. If you request your annual interest payment in cash, you receive 6%. If you request your annual interest payment in mad money, you receive 8%. If you request your annual interest payment as a reduction in your APR, you receive 10%. There is currently $120,000 outstanding in shareholder bonds. The finance committee considers this cheap money, in friendly hands, which is preferred over bank debt. It took a considerable amount of time to issue the bonds, have them approved, get legal resolution, and effort to sell and record them. The committee questioned how to consider who's to retire or how much. It is the finance committee's recommendation to leave the bonds as they are for another year or two at least. It is much too early to discuss paying them off.
The committee also reviewed limiting ticket sales, which is currently set at 1200. With limited data from this past season, the committee is not prepared to make any recommendations at this time. The limit will remain at 1200.
The committee reviewed the budget forecasting tool with Mr. Meier, who developed the tool with his son when the Co-op originated. The tool forecasts projected revenue using collected data based on daily weather conditions, snow conditions, day of the week and month. Ms. Steines suggested board members speak to her or Leigh individually for more details about the tool. This is a valuable tool that could possibly be sold in the future. We are unaware of any other ski area using this type of tool.
Mr. Bleier asked if any thought had been given to issuing more bonds to proceed with capital projects at a faster pace. Ms. Steines replied that management has not requested additional funds for major capital expenditures; therefore, the committee has not explored this option. Mr. Wimble added that the bonds still need to be paid back. He is hopeful that the Stark Mt. Foundation will be a significant funding source for projects, which is easier than issuing bonds.
Ms. Steines read the following, and requested board approval of the draft mission statement.
Finance Committee Mission Statement
The Finance Committee of the Mad River Co-op will meet regularly and perform a review of interim financial statements, operating budgets, and forecasts. It will also act as an advisory committee for management on financial issues, as they arise.
The Committee will review financials for compliance with previously established guidelines and conformity to the co-op’s long term financial plans; review long range financial plans in an advisory capacity for management and the board; and meet with Auditors to review or resolve any issues that they identify, and report back to the Board.
The Committee will be available to the Board and Mad River Management to review any and all financial issues that come before the Board, as requested.
Upon motion duly made by Ms. Steines, and seconded by Mr. Schultz, it was unanimously
VOTED: To approve the Finance Committee Mission Statement.
Mr. Schultz suggested that committees should be evaluated periodically to determine the need for any given committee.
Mr. Moulton reported that the committee had met a few times since the last board meeting. We are still working on our mission statement, relying on history from the old communications committee and original shareholders committee.
Mr. Moulton stated that the work on the Mad River Co-op Guide to Shareholders Rights and Responsibilities is complete; the board had a good document in hand, which can be used as a guide, therefore can be adopted by the board and does not need shareholder approval. Ms. Steines requested that the committee send the final document to the board and ask for a vote at the next meeting. Currently there are multiple draft versions floating around, which make it difficult for the board to act.
Once approved it will be made available on the web site, posted on the bulletin board and given to new shareholders. Mr. Schultz requested that the committee present a historical review of why the document was created and the need. Mr. Moulton replied that the board had tasked the committee with the development of the document and questioned why we are now being asked to justify the need.
Mr. Moulton commended the marketing department on the recent Echo issue, which was a very readable piece with both marketing information and four pages of shareholder specific information. The committee would like to give more input on future issues and suggested that the Echo come out more often during ski season. The committee recommends publication of 6 issues – 2 in the summer (May and August) and 4 in season (Dec, Jan, Feb, and March). This would make the information more current and timely, with deadlines one month prior to issue date.
There was lengthy discussion about issues related to the Echo; as summarized below:
- did Eric and/or Andrew participate in discussion to increased number of issues and proposed schedule
- timing of the winter issues and over burdening the staff during a busy time
- need to improve and increase quality of communication between the shareholders and board
- questioned if the Echo should be a dedicated shareholder newsletter rather than a marketing piece
- the document is mailed to shareholders and available on the mountain
- targeted towards shareholders and potential shareholders
- shareholder participation needs to be encouraged. Currently we do not receive many letters to the editor and shareholder content. It is the responsibility of the board to get the content not the marketing departments; therefore is there sufficient justification to increase the number of issues without inflow of shareholder content.
- make what we currently have better with more shareholder content first
- must recognize the potential need for additional staff for increased number of issues
- goal of the news letter is to build the Mad River community
- publication includes language in each issue requesting shareholder material, but receives few submissions
- board should not specify dates and content only support the general idea and schedule
- is not management’s responsibility to manage shareholder communication
- if a separate shareholder newsletter is needed the shareholders should take responsibility of production and publication
- shareholders could be allocated a few dedicated pages contained in the Echo with two extra issues to improve communication
- originally the board had approved 6 issues of the shareholders news letter and the committee is just requesting to reinstate that number and have it produced monthly in the winter so it is looked towards for current information
- need for more labor if number of issues are increase, if the marketing dept is unable to publish than additional (paid) assistance will have to be hired
- question the need for it to be eight pages long
- the newsletter is an effort to improve the Mad River community, if it is a staff function it will be a staff newsletter and not the shareholder’s newsletter, therefore will not achieve the objective
- in order for it to be an effective shareholder communication tool, we need to have the content first
- defer decision to increase number of issues until we are confident we can get the needed shareholder submittals
- original Echo was put out by volunteers
- would like to see current issues in the news (e.g. elections, capture dialog at the area, and current debates in the newsletters, etc.)
- committee chairs are not submitting material, all must submit not just a few
- the dilemma is whether it is management’s responsibility to the mountain vs. board’s responsibility to the coop to communicate to the shareholders
- production of the Echo is a partnership between management and the board
- the echo has come a long way in its short life, great improvement
- lots of material available on the list serve
- need to delineate between available marketing funds (Echo, post cards, marketing the mountain vs. shareholder communications, etc)
- board could direct Mr. Wimble to increase marketing budget if necessary
- appears to be more of a marketing piece because the shareholder communication is not being provided
- suggested posting a notice on the list serve reminding folks of the deadline
The August issue will be used as a trial to see how successful additional shareholder/board content submissions are. Mr. Friedman will review publication schedule and let the board and committees know what the deadlines are.
Two articles for the next Echo will be about the strategic plan and planning process written by Mr. Moulton and Ms. Floyd.
Mr. Moulton reported that the committee recommends publication of the best suggestions from the suggestion box in the Echo and the committee award a lift ticket to the best suggestion, and asked that tabulated suggestions be submitted to the Shareholders Relations committee. Mr. Wimble commented that he uses the suggestion box as a management tool and tabulated suggestions are submitted to the board each month. He questioned who would be selecting the best and raised concern with the committee choosing the best if management did not then implement the suggestion. Mr. Moulton responded that the committee would like to use the suggestion as an incentive to drive readership and participation. Mr. Schultz added the problem between wanting participation in the democracy (the Co-op) not in the management of the mountain.
The board requested that the committee and management work out a process to best resolve the issue and achieve wanted results.
Mr. Moulton reported that the committee is also discussion development of a shareholder service publication making available what shareholders do (carpenter, etc.); developing a policy addressing whether the coop should use volunteers; and revisiting the public participation portion of the board meeting, specifically shareholder comments slotted at beginning and end of meeting.
Board Development: Ms. Steines reported the committee is working on finalizing election procedures; requested more input via email for final presentation in July; and briefly summarized the questions.
Ms. Steines suggested methods to improve confidentiality, which would result in slowing release of results or remove the shareholder’s ability to change a submitted ballot. Remove name from ballot and add to an envelope, which means envelopes cannot be opened until polls close. It will delay ballot counting process. Could possibly close polls 15 minutes after request for floor nominations to begin counting earlier. Mr. Monte pointed out concerns with the envelope system. The Norwich students employed to count the ballots have no connection with shareholders, therefore names on the ballots have no meaning to them. Going to envelope system may require that ballots must be received earlier or it may delay the counting process. Results may not be available until following day. Currently it takes approximately 5 hours to count the ballots once they have been checked. Six 6 counters are usually scheduled, but we have not had that many for the past two years. Getting more counters was suggested, but space will not accommodate more people in the counting room. Mr. Moats added the current process does a good job of assuring confidentiality, but the perception of confidentiality violation is out there. Envelope system is a good approach though cumbersome. Ms. Steines has heard several comments regarding the perception of violated confidentiality. Mr. Schultz has received comments, but regarding ballot tampering. We need to publicize the method employed to safe guard confidentiality and safety so that people feel more secure with the process. This could be a possible article for the Echo.
Mr. Michl had nothing to report.
Mr. Moats reported he has spoken to Betsy Pratt and wishes to be careful with communications; keep shareholders and board informed in detail of opportunities; must honor Ms. Pratt’s need for confidentiality; the Mad River Corp has significant holdings in the area surrounding Mad River Glen; the Corp is interested in transferring ownership to members of the Mad River Glen Co-op. It is unclear if proposals will be made directly to Shareholders or to the Co-op. He recommends that the board be prepared to respond with diligence and to gain an understanding of the risks. The issue keys into many board functions – communication, financial, strategic plan.
Select Committee Chairs
Mr. Michl presented the board/committee representation as follows:
Shareholders Relations: Rick Moulton – Chair
Board Development: Deb Steines – Chair
Finance: Deb Steines – Chair
Personnel: Leigh Michl – Chair
Facilities: Jito Coleman – Chair
20th Committee: Alan Moats – Chair
Shareholder Loan Finance Committee Jito Coleman – Chair
Mr. Michl proposed creation of the Forest Management Committee, which was suggested by Mr. Bleier, because we have had a number of forest studies but not much action; the knowledge base resides with a small number of people, which may be lost if it is not documented; may be a good vehicle to organize volunteer days. The committee would focus on specific plans or priorities to improve our forest’s health. We would need to vote on creating the committee. Mr. Schultz stated that he does not like the idea of creating another permanent committee and suggested a short term committee (24 month) with a specific mission. Ms. Steines pointed out the Jay Appleton is working on a forest management plan, but he does not see a succession plan for himself. Mr. Wimble was curious about the need since we do have a forest management program and are following that plan. It was the purpose of applying for the grants and getting professional assistance developing the plan. Mr. Michl feels there may be a need to make sure the immediate requirements for the mountain do not get in the way of long term stewardship of the forest. The mountain’s P&L may be at odds with goals set out in the mission statement. Mr. Schultz supports evaluating compatibility of the current forest management plan with the mission statement, but suggested waiting until after the strategic planning process was complete to see if changes are warranted. Ms. Steines suggested assigning forest management to facilities. Mr. Moats suggested the committee would need a mission statement before it is formed.
The creation of the Forest Management Committee was table to the next meeting. Mr. Schultz, Mr. Bleier and Mr. Appleton will develop a mission for review at the July meeting.
Mr. Bleier suggested a Technology Committee to assure the mountain keeps up to date with relevant technology. Again Mr. Schultz recommended an ad hoc committee charged with specific short-term tasks. Instead of creating a new committee the facilities committee will consider this as a possible task.
Discussion of 2002/2003 Board Objectives
The following objectives were discussed and set for the board to work on for the upcoming season.
Review Patronage Rebate Procedures (should family members be included in shareholder’s patronage, are shareholder expenditures accurately counted, can we reduce the cost of shareholder patronage accounting, can we reduce the amount of patronage mailing) was discussed and determined that it is the staff’s responsibility to make these determinations. Mr. Wimble added that he and Sharon are working on a proposal to present to the board shortly on the issues.
With regard to the Shareholder Survey, Mr. Moulton suggested that we hire out tabulation rather than rely on volunteer tabulation. Ms. Steines also suggested that random sampling would also produce accurate results.
With regard to General Manager Performance Appraisal, Mr. Schultz suggested that salary/raises be tied to concrete goals.
Encouraging Volunteerism was briefly discussed but determined to be inappropriate to include at this time. Mr. Wimble will consider possible ways to make use of volunteers and discuss it with the board later.
Board 2002/2003 Schedule
The following schedule was discussed and set:
Board Meeting Schedule for the 2002/2003 Season
Ms. Crawford asked for guidance in determination of what purchases, and purchases by whom, qualify for the Patronage Rebate. Are spouse and dependant children’s (immediate family members) purchases included?
Council Monte’s opinions on the issue include: only a shareholder’s own purchases can count in calculating the rebate; third party purchases can not be included in the rebate calculation from the coop; the rebate is a return to the shareholder of all or a portion of the profits made by the coop on the shareholder’s purchases from the coop; ideally the coop operates on a non-profit basis with the shareholder; and there are mechanisms at Mad River for shareholders to include family purchases (i.e. shareholder makes the purchase in person at the office or purchases mad money for family members to use).
The current database has limitations with regard to tracking shareholder purchases for products purchase for immediate family members.
The board agreed that all purchases made directly by the shareholder, even if the product is not personally used by that shareholder, will be credited to the shareholder’s rebate. Purchased Mad Money is also credited to the shareholder’s rebate. Purchases made personally by family members will not be included in the shareholder rebate.
There were no additional shareholder comments.
Defining "immediate family" for share transfer was tabled to the next meeting.
At 11:40 A.M. the board entered into executive session to discuss personnel matter(s) and resumed open session at 11:55 A.M.
There being no further business to come before the board, after discussion and upon a motion duly made and seconded it was unanimously
VOTED: To adjourn.
The meeting adjourned at 11:55 A.M.
Margo B. Wade
A true record.
Lu Putnam, Secretary