MAD RIVER GLEN COOPERATIVE
Minutes of Board of Trustees Meeting Held June 12, 1999
After due notice, a meeting of the Board of Trustees of Mad River Glen Cooperative was convened at 9:05 a.m. on June 12, 1999, at the Basebox, at Mad River Glen Ski Area in Fayston, Vermont. Trustees Bleier, Eaton, Kirkpatrick, Meier, Michl, and Russell were present and voting throughout. Trustees Curtis, Shultz, and Singer were absent. The president, Mr. Meier, presided. The minutes were kept by Ms. Kirkpatrick, the secretary, with the assistance of Cooperative’s counsel, Peter Monte.
Minutes of Prior Meetings
After discussion and upon motion duly made and seconded, it was unanimously
VOTED: To approve as corrected the minutes of the May 8, 1999 meeting of the Owners.
Shareholder Cardillo submitted a letter making suggestions for the single chair project. This letter was referred to the single chair planning committee.
Shareholders Putnam and DePetina urged the trustees orally and/or by letter to commence immediately a search for a replacement general manager.
Shareholder Heeter objected to the proposal to list the ski area or the single chair lift with the National Register of Historic Sites because of the threat of bureaucratic government controls. She also observed that the Cooperative is losing its spirit because of an apparent "big business" mentality most recently evidenced by staff changes.
Shareholder Vann objected to Cooperative entering into a long term lease with Alpine Options because this would conflict with the sentiments expressed at the Owners meeting in favor of a Cooperative-run shop. The trustee informed Mr. Van that staff and the trustees had investigated a Cooperative-run ski shop and found it not practical in the present circumstances.
Accordingly, a long term lease has been signed with Alpine Options, but the lease provides an escape clause which retains for the Cooperative the future option of running a ski shop.
General Manager’s Report
Jamey Wimble, assistant general manager, delivered the general manager’s report. He informed the trustees that dry weather this spring had left the mountain in very good shape. C-Tech has completed its training of the staff for maintenance of the new double chair lift .
Y2K preparations are under way. Computer systems are being evaluated and the Cooperative plans to inventory a stock of essential materials before year’s end.
The Alpine Options lease for the ski shop has been signed.
Missy Siner-Shea has been hired as the new ski school director. Ms. Siner-Shea is a shareholder of the Cooperative and is active in local community affairs. She has 14 years experience as a ski instructor including serving as the former head of the Mad River Glen’s kids program. Ms. Siner-Shea promises to bring enthusiasm and a comprehensive plan to organize and operate the ski school program at Mad River Glen Ski Area. Ms. Siner-Shea is not PSI qualified. Her employment will be conditioned upon her becoming PSI qualified by the end of the season.
Mr. Michl inquired whether the staff should have authority to hire department heads without board involvement. It was the consensus of the trustees that department heads should be hired by the trustees and the staff’s role should be to recommend individuals to the board.
Sharon Crawford, office manager, presented the proposed budget for the administrative and general account. The proposed budget changes include a conversion of the present, part-year office position to a full time, year-round position.
April and May Income and Expense
The assistant general manager presented statements of operating results for April and May which are summarized as follows:
Income Expense Profit (Loss)
$22,200 $160,500 ($138, 300)
YTD$1,400,000 $1,105,000 $296,000
Fayston Education Committee
The president invited the trustees to debate what response the Cooperative will make to the Fayston Education Committee’s request for the Cooperative to contribute $6,500 in each of the next two years to the Committee. The Cooperative’s contribution would be matched by the Freeman Foundation and aggregated with contributions made by individuals and other businesses, then paid to the Town of Fayston school district to support local education. The Fayston Education Committee was formed to raise funds to offset steep increases in local property taxes which will result from Vermont’s recent restructuring of the tax support mechanism for local education.
Mr. Bleier suggested that the trustees defer a decision on the Fayston Education Committee’s request for action at the special meeting of owners scheduled to be held in October, 1999. Mr. Michl suggested that the Cooperative should inform shareholders of the Fayston Education Committee request and invite shareholders to make a direct contribution to the Fayston Education Committee. Ms. Kirkpatrick stated that the time had come for the trustees to vote up or down a contribution to the Fayston Education Committee.
After further discussion, Ms. Kirkpatrick, seconded by Mr. Meier, made the following
MOTION: That the Cooperative approve a $6,500 contribution to Fayston Education Committee this fiscal year and next fiscal year.
The motion was defeated on the following vote:
In favor: Kirkpatrick
Opposed: Bleier, Eaton, Meier, Michl and Russell
After further discussion, Mr. Bleier made the following
MOTION: To refer the decision on the Fayston Education Committee to the special meeting of owners to be held in October, 1999
The motion failed for want of a second
After further discussion upon motion duly made by Mr. Michl and seconded by Mr. Eaton it was unanimously
VOTED: That the trustees authorize a mailing to shareholders explaining both sides of the issue presented by the contribution request of the Fayston education committee and inviting shareholders to make direct contributions to the Fayston education Committee if so inclined; the Cooperative’s Board of Trustee’s to remain impartial on the issue.
Homeowner Road Issues
The president informed the trustees of his negotiations with the Mad River Glen Homeowners Association regarding needed improvements and ongoing maintenance of the roadways in and around Mad River Glen Ski Area. Immediate repairs are estimated to cost $20,000. The Homeowners have offered to pay _ of the costs by instalments - - $5,000 immediately with the balance over time. The Homeowners have also agreed that about 30% of the total plowing costs are for roads (rather than ski area parking) and will pay _ of the road plowing costs and future routine road maintenance.
Ms. Kirkpatrick stated that the Homeowner’s refusal to form a legal entity leaves the Cooperative at risk. She suggests either that the Homeowners contract directly with vendors or that Cooperative secure a personal guarantee.
After discussion and upon motion duly made by Ms. Kirkpatrick and seconded by Mr. Michl it was unanimously
VOTED: To approve the proposed agreement with The Mad River Glen Homeowners Association contingent upon personal guarantee by one or more members of the Homeowners Association’s obligations; and to authorize the president to sign the agreement on behalf of the Cooperative.
Single Chairlift Update
The assistant general manager reported that the engineering feasibility study for inclusion of the single chairlift in the National Register of Historic Sites had been placed out to bid with engineering firms. The low bid was $9,000 and was not accepted. Shareholder Curtis Johnson has offered to contribute the required engineering study free of charge. Staff is also exploring whether a non-mechanical, visual analysis would satisfy the requirements to apply for inclusion in the Register.
Staff is working on the following time schedule:
August 13, 1999-- Trustees approve final plans for rebuild
September 1, 1999-- Mail warning and explanatory materials to shareholders for shareholder voting at a special meeting in October
January 1, 2000-- Place order for labor and materials
June, 2000-- Begin construction for drive station rebuild
Free Skiing for youths under age 12
Eric Friedman, marketing manager, summarized the detailed analysis prepared by Dan Bergman of the benefits and costs of a proposal to offer free skiing at Mad River Glen Ski Area to youths under the age of 12 who enroll in the free skiing program before October 15. The trustees unanimously commended Mr. Bergman for his detailed and comprehensive analysis and for his creative initiative in proposing this program. Mr. Friedman urged the trustees to decide whether to establish the free skiing program immediately because a delay would render marketing ineffective.
Mr. Friedman explained that the purpose of the youth free skiing program is to foster the long term success of the ski area and the Cooperative. He reviewed Mr. Bergman’s detailed financial analysis of the "worst case" costs and his projected estimates of revenue increases which would result from the program. Share marketing impacts were discussed as was the public relations value. Mr. Friedman reported that staff strongly supports the proposal. Added demands on ski and instruction programs, and on the Basebox’s limited space, which may result from the program were the primary concerns expressed by staff. Staff discussed its intention monitor demand and insufficient limits and controls as necessary. No resolution of the nature of controls to be implemented.
Mr. Michl requested that if the proposal is approved, staff must closely track the financial costs and benefits to assist the trustees in determining whether the program should continue in future years.
He also reminded staff of the special need for inter-department cooperation. Mr. Friedman assured the trustees that staff was prepared for these tasks.
Ms. Kirkpatrick inquired whether the time was right to implement this proposal because it would coincide with the single chair project and with major changes in staffing for the race, ski school and general manager’s positions. She inquired whether the coincidence of these major issues with the new program would overload staff and would make it difficult to assess impacts because so many variables would affect ski area operations next year. Mr. Bleier concurred that timing of this program would put excessive burdens on the acting general manager.
Mr. Russell inquired why there was an October 15 deadline to enroll. Mr. Friedman explained that the early enrollment would allow the Cooperative to add the names of participants to the Cooperative’s data base and allow staff to better plan a response to the enrollment.
Shareholder Heeter spoke in favor of the proposal.
After further discussion and upon motion duly made by Mr. Russell and seconded by Mr. Michl it was
VOTED: To approve for the 1999 - 2000 ski season at Mad River Glen Ski Area free skiing for youths under the age of 12 who enroll in the program before October, 15 1999.
In favor: Eaton, Meier, Michl, Russell
Opposed: Bleier, Kirkpatrick
The trustees entered executive session at 12:15 p.m. to discuss personnel issues. The assistant general manager and the Cooperatives counsel were invited to attend the session.. The trustees resumed open session at 1:35p.m.
After discussion and upon motion duly made by Ms. Kirkpatrick and seconded by Mr. Russell it was unanimously
VOTED: To accept the resignation of Mr. Robert Mazza as general manager and to authorize the president to enter into a severance agreement with Mr. Mazza.
VOTED: To establish a working search committee comprised of trustees Curtis, Kirkpatrick, Meier, and Russell to establish a process for hiring a replacement general manager and to locate and screen candidates for the position of general manager.
VOTED: To approve a 5% salary increase for the assistant general manager; and to authorize the assistant to the general manager to preform the duties of the general manager until a new general manager is hired and to compensate the assistant general manager for the temporary assumption of these added responsibilities by means of a bonus to be determined and paid when a new general manager is hired.
There being no further business to come before the meeting, after discussion and upon motion duly made and seconded it was unanimously
VOTED: To adjourn.
Adjourned accordingly at 1:45 p.m.
A true record.
Mary Kirkpatrick, Secretary