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Board of Trustees

Minutes – Saturday, May 8, 2010

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 a.m. on Saturday, May 8, 2010 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustee

Attendance

Trustee

Attendance

Bruns

Present

Lange

Present

Elkind

Present

Liu

Present

Godwin

Present

Lesure

Present

Hall

Absent

Stetson

Present

Jondro

Present

 

 

 

Also present were President Jamey Wimble and zero shareholders.

 

Call to Order

 

Trustee Bruns (Chair) called the meeting to order at 8:06 a.m. He expressed condolences to the Heinzerling family on Bill’s passing. A memorial service will be held on Saturday May 29th at 3:00 p.m. Trustee Lesure congratulated Mike Witzel on the birth of his son on May 5.

 

Approval of Minutes

 

Motion

Made by

2nd by

Aye

Nay

Absent

Abstain

To adopt the minutes of April 3, 2010

Trustee Stetson

Trustee Jondro

7

0

Trustee Hall

Trustee Lange

 

 

Motion

Made by

2nd by

Aye

Nay

Absent

Abstain

To adopt the minutes of April 4, 2010

Trustee Jondro

Trustee Lesure

7

0

Trustee Hall

Trustee Lange

 

8:15 AM Management Report

 

Operations:

 

We just renewed our Workman’s Comp insurance, and our annual expense has dropped $20,000 for the upcoming year. This is due to a drop in both the state rate and our experience modification factor (related to number and severity of accidents on mountain over the past few years). Decreasing these accidents had been a personal goal for President Wimble as well as for the staff. Trustee Elkind asked what had been done to reduce the accidents. President Wimble noted that having sand everywhere has prevented many of the usual slips and falls. March is usually a bad month, maybe due to fatigue or complacency. Accidents still happened, but they were less severe than usual. ACL injuries for patrol and/or ski school account for many of the accidents.

 

Our General Liability was just renewed and we dropped our annual expense by $15,000. This is due to two other companies becoming very competitive in the market, which allowed President Wimble to push our current insurer for better rates. We have one of the lowest loss runs in the ski business, and with more of a market out there for competition we are seen as a great company to insure. President Wimble was also able to get our deductibles on buildings and equipment lowered.

 

Trustee Jondro recognized the patrol for keeping the public safe, which directly affects the insurance numbers. President Wimble noted that John Ayers makes sure that anyone who goes to the hospital gets a handwritten note from the Patrol, and he even visits them on his way home.

 

Capital:

 

The outside crew started on building improvements the day after we closed. Better insulation was installed in the Pub. More problems were found in the Basebox than hoped (mostly rot), but nothing that was shocking or that would increase our costs by much. President Wimble is proposing a lower capital list than was originally proposed in March due to a poor financial performance in March.

 

NSAA Highlights:

 

It was the second best year for the industry as a whole; however, the Northeast was down.

Skiing seemed to stay stable as a priority even as consumers dropped other activities. Trustee Lesure noted that the outdoor industry is well ahead of the general economic curve; the only area that is languishing is real estate; fewer people are buying ski homes as second homes.

 

The Health Care Reform Bill is a big topic for the industry. The bill is 2500 pages long, and many components of it are still unclear; therefore, the effects on Mad River are also unclear. A critical component of the bill states that if employees work fewer than 120 days a year, they do not qualify for coverage. This would eliminate most or all seasonal employees, which would basically have no effect to us. This will have to be closely watched as we approach 2014 because it is unclear whether that is work days or calendar days, which could make a difference to us in some cases. In many cases, for some ski areas it will be cheaper to pay the fine than to insure their people, which may make a big difference in how this bill is finalized.

 

Mad Cards may become swipe cards this season. This will help decrease theft of services through illicit sales, and provide a customer incentive. There would be no cost to us as it is already a part of our POS with Sirius. We tried this last season but our vendor did not have the software yet to track purchases the way we needed to do. This could also eliminate costs (about $6K/yr) to print the cards. Eventually, it would be ideal to be able to load Mad Money onto swipe cards. Trustee Liu asked if Sirius had to bid for our business. President Wimble said that about three different companies gave us bids.

 

The AT&T contract is increased by $400/month. They wanted to add some equipment, which President Wimble pointed out to them was outside the terms of our contract, hence the increase in revenue. President Wimble is exploring leasing space to other wireless carriers in addition to AT&T.

 

Share Sales:

 

We sold one share for the month of April against a target of two. We have sold nineteen shares this fiscal year against a target of twenty-eight. We had one hardship request this month.

 

Financials:

 

April came in $10,000 ahead of budget, mostly due to breakage on Mad Cards; whatever is left on the balance sheet in April is shown as April income. We are projecting +/- $138,000K NOI for this fiscal year.

 

8:47 AM Summer Expenditure Revision Discussion (Action)

 

Trustee Liu stated that we originally had anticipated finishing +$9K for the fiscal year based on the end-of-March snapshot; $110K was the planned budget for summer work. There was a formula error, so it was actually -$9K. The April numbers showed another -$45K variance in terms of actual cash. Based on that, the Finance Committee (FC) asked President Wimble to reprioritize the summer work budget based on importance and start dates for projects. President Wimble returned a budget proposing $85-86K in spending.

 

President Wimble has been looking into e-commerce systems, and there are a few questions left unresolved. We could pay as low as $4K for one but that might create more work in-house, which would defeat the purpose. Trustee Jondro pointed out how critical the right version of this type of software would be to increase customer service as well as revenue. Every week she spends at least four hours manually inputting data that could be automated; those four hours could be spent marketing. Trustee Elkind suggested that President Wimble also look into services we could get from Amazon.com vs. having it in-house just to compare prices and features and to accumulate additional knowledge that could help the staff decide which alternative is best for the Cooperative

 

Trustee Bruns thanked the “stalwart” members of the FC for their fine work.

 

Motion

Made by

2nd by

Aye

Nay

Absent

To modify the previously approved capex allocation to $85.5K with no change to the rainy day fund or capital reserve that was established earlier in the spring.

Trustee Lange

Trustee Elkind

8

0

Trustee Hall

 

9:11 AM Committee & Project Reports

 

Volunteerism (Trustee Lesure)

 

There is an announcement in the Echo (coming out in two weeks) that lays out the summer volunteer schedule. The first work day will be June 12 at 10:00 am. From July 1-4, volunteers are needed to work on the July 4 float for the parade. August 14 & 21 are also on the calendar as volunteer work days. Trustee Lesure has about 30 names on the list (above and beyond current and former Board members) so far.

 

Green/Sustainability (Trustee Elkind)

 

Trustee Elkind has tried developing metrics on heat and energy use but has had trouble establishing significant relationships among variables. The goal of having metrics is to be able to track progress, so this is somewhat frustrating. He will continue to look for correlated variables in the data available to him.

 

Trustee Elkind also talked about the use of wood-pellet furnaces. The pellets are very efficient and made of waste product from wood processing (sawdust, etc.). There may be grant money or low-interest loans available for installing something of this nature.

 

NHR (Trustee Stetson)

 

There was a phone call yesterday to discuss the status of the NHR application.  President Wimble, Bill Reynolds, Trustee Bruns, Trustee Stetson, UVM Professor Bob McCoullough and Britta Fenniman discussed Britta Fenniman's progress on researching the application and MRG history.  The group will meet again on June 10th for a detailed boundary, homeowner, and general property review and to discuss the history of the structures. Ms. Fenniman will contact Jay Appleton for help with the mapping and perhaps will meet with him. Prof. Bob McCullough hopes to use this information to work on the MRG NHR application in conjunction with his fall class, the members of which
will help provide the written descriptions of the buildings. Ms. Fenniman’s work is targeted to be done by mid-August to enable this. UVM Professor Tom Visser’s class may also be involved; he specializes in historic structures. It would be good to have a draft of the nomination papers by Fall 2010/early 2011.  Trustees Stetson and Bruns agreed to work on a NHR timeline together for the next Board meeting.

 

 

 

Board Development

 

Someone is needed to spearhead the Board Development Committee who is not up for re-election next year. This eliminates Betsy, Liz, and Geordie. Trustee Lange volunteered to do this.

 

Facilities (For discussion)

 

John Stetson and Trustee Bruns are going to craft a Facilities Committee vision statement. The goal is to support and guide President Wimble regarding how we do some of the things we’d like to do with our facilities. This ties in very nicely with NHR, the Strategic Plan, and a Facilities Master Plan, which is overdue. It would be good to do a walkaround during the June Board meeting.

 

Executive Committee

 

The Executive Committee approved one hardship request this month.

 

 

 

9:45 a.m. Review of Action Items from April meeting (copied below):

 

Action Item (Responsible Party)

Progress

Retain an engineer to re-inspect the beams under the office and issue an opinion letter (President Wimble)

The opinion letter includes two years; an engineer will be coming as soon as the water level of the creek goes down a bit. President Wimble should be meeting with him next week.

Establish a schedule for painting the exterior of the Base Box and other projects to be executed by volunteers by working with President Wimble. (Trustee Lesure)

See above or Echo newsletter for work day schedule. Completed.

Work with Cooperative staff to publicize volunteer schedule: web site, The Echo, e-mail lists, list-serve (Trustee Lesure)

Schedule will be published in these minutes, on the website, in the Echo, and to the listserv. Completed.

Work with Shareholder Dot Helling to develop a liability waiver for volunteer work projects (Trustee Lesure)

Completed.

Coordinate and seek assistance from Shareholders Vivian Branchofsky and Holly Stadler to recruit volunteers for specific projects (Trustee Lesure)

Completed

Once volunteer effort is a bit more organized, resurrect Volunteers page on Coop web site (President Wimble)

Will happen this week. In process.

Determine if all Board members are covered by the Cooperative’s Directors and Officers insurance policy (President Wimble)

Completed. (We are.)

Revise heating energy metrics and distribute to Green Committee (Trustee Elkind)

In process.

Finalize topics for board meetings (Trustee Bruns and Elkind)

Completed.

Re-evaluate and revamp process for election procedure. (Trustee Lange)

Trustee Lange volunteered to head the Board Development Committee. The July Board meeting will be the best time to talk about it. In process.

Adjust coopboard@madriverglen.com so that it goes only to board members without a moderator. (President Wimble)

Completed.

Make a recommendation on 2009/10 bonuses to the Finance Committee (President Wimble)

Treasurer Liu and President Wimble elected not to grant bonuses due to capex needs. Staff would have preferred allocating funds to next year for salary increases instead of bonus for this past year. Completed.

Make recommendation to Finance Committee for employee bonus program to be in place before the start of the 2010/11 season (President Wimble/Trustee Liu)

This will be discussed during the FC meeting during the last week of May. In process.

Clarify what surveys need to be done of SH’s and day skiers, by whom, and how. (Trustee Jondro, Trustee Godwin)

New item.

Draft a timeline for NHR process. (Trustee Stetson, Trustee Bruns)

New item.

 

Executive Session

 

10:30 The Board entered Executive Session.

13:16 The Board returned from Executive Session.

 

Adjournment

 

Motion

Made by

2nd by

Aye

Nay

Absent

To adjourn.

Trustee Godwin

Trustee Bruns

7

0

2

 

 

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