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Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, June 11, 2011

 

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, June 11, 2011 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustee

Attendance

Trustee

Attendance

Bruns (Chair)

Present

Lange

Present

Elkind (Vice-Chair)

Present

Liu (Treasurer)

Phone-in

Godwin (Secretary)

Present

Lesure

Present

Anderson

Phone-in

Stetson

Present

Jondro

Present

 

 

 

Also present were three SH’s, Marketing Director Friedman, and Administrative Manager Sharon Crawford.

 

8:06 Call to Order

 

Trustee Bruns (Chair) called the meeting to order at 8:06 a.m.

 

8:07 Shareholder Comments (SHC’s)

 

None at this time.

 

8:08 Approval of Minutes

 

Motion

Made by

2nd by

Aye

Nay

To adopt the minutes of May 14, 2011

Trustee Godwin

Trustee Lange

9

0

 

8:08 Review of Executive Committee (EC) Action

 

An additional $3K was approved for the employee bonus plan to bring actual bonus to the agreed-upon 2%.

 

 

8:09 Management Report

 

The mountain has held up well under the heavy rains we have seen this spring; erosion control work from previous years is paying off. The work done on Paradise last summer is holding up very well.

 

The MRG Flyin’ Hawks Scholarship has been set up for the freestyle team in memory of Ryan Hawks. This would be for one boy and one girl who could not otherwise afford the program to get a scholarship worth $800 each to participate in the Freestyle Program. This program was set up in conjunction with UVM Ski and Snowboard Club and High Fives. Eric Friedman did a good job working with all involved.

 

After a long battle we have settled on a dollar amount for our business interruption insurance over the Double chair breakdown. The last battle was over the wording of the deductible and how it was determined. President Wimble did not agree on how they calculated it from the beginning. The insurance carrier finally agreed to send it to legal counsel for further interpretation. Counsel came back and agreed with President Wimble, which reduced our deductible.

 

We have had a full vibration analysis done on the Double drive. The test reported that all vibration came from the motor, which tells us that the electrical part of the drive (the “brain”) is good. When we get our new motor back in we will check the vibration again to make sure. We will be doing a modification to the motor framework to take torque pressure off the motor, which is causing the vibration over time.

 

Trustee Bruns asked when the motor is expected back; President Wimble answered that it should be back in a few weeks.

 

Capital projects have started and are moving along well. Lift 4 enclosure is done. Schuss Pass Bridge is scheduled for late July pending final quote, and others are underway.

 

We have done repairs to the basement of the office building that had a long-time water problem. This is only about 50% of the fix as ground water still enters the space. We have a fix in mind and are just trying to find a better price. Current quote is nearly $6K.

 

We continue our work on Master Planning with The Burley Partnership (TBP). John Stetson and President Wimble will meet with them next week to discuss their first round findings and set a schedule to complete the process.

 

The Basebox Fireplace Room will see a major facelift soon. Stark Mountain Foundation (SMF) has had a donor grant the money to do a reconditioning of the room. This will include new windows, framing, cushions to the benches, ceiling, insulation, and refinishing of bench rails and floors. Thank you to SMF for another generous donation to MRG. Total project is about $30,000 and will be covered by the grant.

 

The first Volunteer Day of the season [was scheduled for] Saturday the 11th. This was rescheduled due to rain. The focus of the first day will be working on painting the new Practice Slope enclosure.

 

There will be a BBQ July 3rd from noon to 6PM. We will also host a MRG yard sale starting at 10:00am.

 

Steve Skilton continues to improve with his recovery. He is now walking and driving and very happy not to be dependent on someone.

 

Share Sales:

 

One share was sold in the month of May against a target of zero. We have sold thirty shares YTD. Twelve of the new thirty shareholders are not in our database, which means that new skiers are filling the shareholder pipeline too.

 

Financials:

 

May has come in right on budget. YTD we are still on track for previously projected NOI. Cash is still in good shape running about $130,000 ahead of last year.

 

Staff feedback on the bonuses going out was extremely positive.

 

Trustee Liu asked if the SMF monies received were going to impact budget/cash flow. Answer: there will be no impact on P&L but it does impact capital – it frees up about $18K in capital spending if we want to do more.

 

Trustee Lange commended President Wimble for fighting for the insurance payout and deductible reduction and for working with SMF regarding funding of projects. He also commended Marketing Director Friedman for his work on setting up the Ryan scholarship.

 

Trustee Liu asked for clarification on cash flow analysis. This will be examined further on Monday when all can have the financial sheets in front of them.

 

 

Motion

Made by

2nd by

Aye

Nay

To designate $50,735 as the amount in the segregated account for the Single Chair that was approved in the May meeting.

Trustee Elkind

Trustee Lange

9

0

 

Trustee Bruns mentioned that credit card fees cost us $50K each year and recommended that this information be included in our APR letter and/or on the website.

Trustee Jondro asked about debit cards – we were hoping to use more debit transactions. President Wimble replied that Sirius has a problem dealing with debit cards.

Marketing Director Friedman noted his agreement but pointed out that people are going to use more and more CC’s and that putting up any obstacle to payment could lose us customers.

Trustee Jondro pointed out that we will save money on credit card fees starting this summer as we are converting to a different system which will automatically capture customer’s credit card info, resulting in reduced fees per transaction.

“Perk” cards also result in higher fees passed on to the business; the cc company is NOT paying for that.

 

SHQ: Could we have charge accounts? Sharon said that would be an ultimate goal but we’d have to have a point-of-sale (POS) system. Trustee Elkind postulated that the POS could help pay for itself in the cutting of CC fees.

 

8:3 AM Review and discuss Finance Committee (FC) recommendation for budget (Action)

 

The FC recommends that the Board sign off on the budget including President Wimble’s addendum which raises mid-week ticket prices so that they fall in the middle of the range of ski areas that we benchmark our ticket prices against.

 

Trustee Jondro asked about multi-day tickets; she pointed out that they only save the customer $2 and that maybe if it were a better deal then more people would be encouraged to buy it. Marketing Director Friedman answered this. Often people will want money back if the 2nd day’s weather is bad. He’s mentioned working with SB to grow a “destination market” by doing a joint multi-day ticket deal with them but it never worked out well. He’s looking at a pilot program selling tickets online, which would sell discounted multi-day tickets.

 

President Wimble noted that the SH’s are the most price-sensitive customers. Under 40% of season-pass holders are SH’s, but over 50% of MC holders are SH’s. Trustee Liu pointed out that we’re getting more dollars per capita from SH’s than others. Trustee Lesure also reminded the Board that economy was continuing to press on people more harshly. Trustee Stetson emphasized providing outstanding services as part of our draw. Trustee Bruns agreed with bumping up the midweek price to be more in line with VT ski area averages and noted that for people who make a “loyalty investment” we need to provide great service. Trustee Godwin asked if we keep metrics on out-of-state SH’s and in-state SH season passes and MC’s? President Wimble answered that we don’t currently, and Sharon Crawford added that it’s doable.

 

Motion

Made by

2nd by

Aye

Nay

To accept the recommendation of the FC regarding pricing and budget.

Trustee Lange

Trustee Jondro

9

0

 

Trustee Stetson asked about the $50K increase for marketing and wondered whom we are targeting through Marketing. Marketing Director Friedman answered that the Marketing budget hasn’t been raised for years, and that when salary and “have-to’s” are taken out, there’s not much left. We only run about four or five print ads per year. 60% of business comes from out-of-state, yet radio ads are run locally. He says that he can’t give an ROI for various initiatives. He’s trying to get as many innkeepers as possible to send people to us and is going to work on making the Area Guide more magazine-like and have a wider distribution. Regarding the budget increase, Marketing Director Friedman cited an iPhone as an example of an expenditure that would enhance PR, as it would enable more rapid and easier uploads of photo/video to our website and social media sites. He would like to start using QR codes in our ads. “We’re just going to keep doing what we’re doing.” He thinks word of mouth is the best way to get/keep skiers. The focus is more on getting new skiers here than keeping them here. Trustee Stetson wanted to know if the money’s better spent on services to keep people here. Trustee Bruns proposed looking at data on return visits to see why people do or don’t come back. Trustee Elkind suggested that we might better understand retention if we surveyed skiers that we know are new to the mountain (e.g. those who buy learn to ski lesson packages, etc.). Trustee Elkind pointed out that acquisition is always more expensive than retention. Maybe what we’re looking at is whether we need an actual retention plan. President Wimble said that we allocated $118K to spruce up the Basebox and other aesthetic/quality-of-life concerns. Trustee Bruns advocated getting data and/or compiling it on retention of new skiers. Trustee Elkind wondered if marketing could bring more people mid-week than weekend.

 

SHC: Lu Putnam asked if there’s any sort of signage telling newbies that there’s ambassador program available.

 

Trustee Stetson clarified that he’s not looking for more studies or data; he just wants to focus on retention.

 

9:22 AM Discuss Budget process and timing re: readiness for Spring 2012

 

Trustee Bruns asked if there’s a way to move up some discussions/projections earlier in the year for data/information so that we don’t end up having multiple FC meetings in a short time span. Trustee Elkind thinks that some starts with the Strategic Plan (SP). A lot of FC committee members wanted to talk about business strategy, which is really part of the SP discussion. In theory, the SP revision process should provide clearer guidance once that’s finished. Trustee Stetson thinks that September is the right time to be thinking about the upcoming budget. Trustee Bruns pointed out that the timing is off; we need to keep to timeline for SP, discussing data points, etc. He emphasizes follow-through on what we plan. Trustee Jondro noted that Board turnover does have some effect on readiness to discuss finances, GM review, etc. as there is a learning curve for new Trustees. Trustee Elkind noted that Board’s role should be more strategic than tactical; Trustee Lange echoed that we don’t need the nitty-gritty as much. Trustee Stetson does not want to be asked about items that should be in operational budget.

 

9:15 AM Discuss Shareholder Diederich’s letter regarding MRG and military policy.

 

Trustees Stetson, Godwin, Jondro, and Bruns were in agreement that SH’s should not get worse treatment than non-SH’s, regardless of residency status. Trustee Bruns noted that it’s been our policy in general to make sure SH’s can get the same or better deal than non-SH’s. He also cautioned that it was not the Board’s place to micromanage policy or to dictate the actual discount. Trustee Lesure suggested that SH get an even better deal than non-SH’s. General agreement among the Board was that at the very least the SH’s should get an equal deal. From a governance perspective, Trustee Bruns proposed providing Board guidance on consistency in the policy. Staff have been informed of the Board discussion and will craft a discount policy that is equitable for SH’s regardless of state of origin.

 

9:52 AM Break

 

10:02 AM Review Retreat outcome summary and draft updates to Board Roles & Responsibilities document.

 

Trustee Elkind revised the Board Roles and Responsibilities (R&R) document. Trustee Bruns pointed out that we may need to have a brief discussion now but “warn” it as an action item for the September meeting so that more input can be obtained. Trustee Jondro thinks that the piece about communication could be written differently, to clarify that when speaking as a Board member we must speak with one voice, but that if we have an individual comment, we segregate ourselves from the Board and make that very clear in any communication. The current wording sounds like we’re muted which isn’t the case.

 

10:11 AM Committee Reports

Board Development – Chair Identification (Gary)

Jon Anderson is the new chair of this committee.

Work in progress – Gary and Betsy will work with Jon to help him in his new role

 

Finance Committee (Roy)

See previous sections of minutes for the work of the FC.

 

Facilities (John)

The following projects are currently underway; fuller descriptions were provided by President Wimble in his Management Report (see above):

  • The Burley Partnership is completing the initial master planning effort.  President Wimble and Trustee Stetson will meet with them next week.
  • The Lift 4 enclosure is nearing completion and will be painted on Saturday, weather permitting.
  • The fireplace room project is now funded by SMF and will begin shortly.
  • Efforts are underway to mitigate water infiltration into the basement of the office building.
  • Work will be done on the Schuss Pass bridge.

 

SHQ: Lu Putnam asked if a new stove could be put in the Birdcage.

 

Strategic Planning (Jim/Liz)

 

We’re attempting to set dates for conference calls regarding specific topics. Topics are potential topics, not required ones. Business model discussion needed to take into account some changed circumstances (e.g. owning General Store). Process is one of collecting input then sorting through it. We don’t have a predetermined idea of how it should read when we’re finished; if there’s a preponderance of concern about a particular issue, that will guide what we alter about the SP.

 

Trustee Bruns asked if we could have a summary of conference calls available for Green & Gold weekend. He mentioned July 3rd BBQ as an opportunity. We had three people attend the in-person meeting. Trustee Stetson asked that phone calls be warned through Forum and Eric’s update.

 

SHQ: Sean Kalkstein asked about skier experience as a topic. Trustee Elkind replied that the three topics are essentially: Business Model; Customer Experience; Relationship to/in Community.

 

Trustee Stetson asked about the process – does it require SH vote? (No – it’s Board vote on recommendation of the committee). He also reiterated that it should be clear about how the discussion will be structured. We’re in “brainstorming” mode right now; the input will be used to revise SP and bring recommended revisions to Board.

 

SHC: Mr. Kalkstein asked if taking on debt would go to SH vote? Yes, if over a certain amount. Also, to what extent is the strategic plan review going to consider the Cooperative’s Mission and Values? Trustee Elkind replied that the Board has no plan to alter the substance of those.

 

Trustee Bruns pointed out that some of the operating assumptions and strategic initiatives are out-of-date. Trustee Elkind acknowledged that President Wimble and Marketing Director Friedman would be participating in as many of the discussions as possible.

 

Trustee Bruns took a moment to suggest that we focus on planned giving as a way to increase sustainability. Trustee Elkind followed up by pointing out that we need to put such enterprises on a front burner because NOI is not going to keep us sustained. Trustee Bruns agreed and stated that issues like this are a higher priority than some other ones we’ve been addressing. Trustee Elkind said that it’s a legal issue first; we need to set up a structure that allows for giving bequests, whether that’s through SMF or some other method. Trustee Lange has been cogitating about this and is interested in being part of a working group to examine such possibilities. It could be an ad-hoc committee. Trustee Stetson pointed out the difference between asking for gifts because we can’t make NOI vs. putting a long-term plan in front of people with specific goals.

 

Trustee Lange volunteered to review alternative legal vehicles for the Cooperative to use for planned giving.

 

Volunteerism (George)

 

We currently have three dates slated for volunteer efforts. Based on prior year’s efforts and discussion with President Wimble, the committee intentionally “front loaded” the summer season this year.

 

The first effort was slated for June 11, which would have entailed priming the new enclosure at the Practice Hill. Rain cancelled, so that will be moved to June 18th.

 

June 25th will be another work day.

 

Some projects on the slate include: Birdcage trim, painting the lift 2 “lifties’” building, painting front signage, and doing plantings around the base area.

 

These efforts have been posted to the forum, appear in the Echo, and have been

on the daily MRG reports.

 

NHR Update (Lars)

 

Lyssa Papazian was selected as the consultant after all bids were reviewed. The VT State National Historic Preservation Office (NHPO) has been undergoing some changes. We’re trying to arrange some meetings before our liason’s job is changed. The good news is that Lyssa has been through this process before.

There was a meeting yesterday and there will be a few in the next month to enable her to transition in and move forward. President Wimble and Trustee Bruns are working with Jay Appleton to get GIS work and boundaries for the application. Marketing Director Friedman is looking at PR and press releases as per the conditions of our grant. Research is in progress to begin compiling photos of each of the significant trails. One feedback item from the state NHPO was that pictures were nice but they needed more of the trails with actual snow on them! Goal is to have it completed by the fall with the only risk of delay being the obtaining of the photos of the trails with snow. It was mentioned that there are undoubtedly many SH’s and skiers willing to help in this endeavor by providing said photos.

 

10:50 AM Action Item Review (Liz)

 

See below for action item list.

 

11:00 AM Break

 

11:08 AM Executive Session

 

12:00 AM Adjourn

 

Motion

Made by

2nd by

Aye

Nay

To adjourn.

 

Trustee Godwin

Trustee Lesure

7

0

 

 

Action Item

Responsible Party

STATUS

Develop calendar for SP review and topics for discussion.

Trustee Godwin, Trustee Elkind

In progress; meeting is set and topics too. Conference call dates have been set and will be published to SH’s through forum, mountain update, and website.

Form a Board Committee to address non-operational sustainability ideas.

President Wimble.

New item. President Wimble is doing a similar exercise with staff in the spring after closing. Defer until after that time. That meeting has taken place but info still pending. Defer to autumn pending SP review and other inputs.

All Board Members will sign up for SH forum.

 

Liz will check permissions. Trustee Liu and Trustee Godwin follow up. Done. Everyone’s on.

Trustees review NHR application.

 

NOT DONE! Must happen by end of March! Next meeting is firm deadline due to consultant timeline. Retired.

Schedule MRG NHR application summary / overview for the Homeowner’s association

Trustee Bruns

In progress. Scheduled to be completed after feedback and a final draft has been discussed with the VT DHP. Will happen in the fall at October HOA meeting. Done.

Revise quick summary of retreat

Trustee Elkind

New item. In progress. Pending. Trustee Elkind will revise Board R&R doc, including Board feedback, for Sep. meeting.

Cull policies and procedures from minutes on Co-op webpage docs.

Trustee Jondro

Still in progress. Hopes to have completed in September.

Trustee Liu will discuss budgeting process with President Wimble.

Trustee Liu

New item (Mar). Trustee Liu needs to coordinate with President Wimble, who is expecting numbers between now and next meeting.

Post notice of committee meetings to SH section of forum (committee chairs) – ongoing

Trustee Godwin

New item (Mar).

Send notes from March SH input meeting on SP to Board

Trustee Godwin

New item (May).

Send PTV covenant to Board

President Wimble.

New item (May). Done.

President Wimble will set up a meeting with Trustee Liu on June 13, results of which to be read into the minutes.

President Wimble

New item (June).

Revisit the budget process to take into account the concerns related to summer spending being established in the spring versus incorporated in the annual budget and the process didn't provide a structured way for the board to provide input into the budget process before the staff did the calculations.

Trustees Elkind, Liu, Stetson and President Wimble

New item (June). Will be agenda item in September.

 

 

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