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Draft Version June 30, 2013

 

Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, June 8, 2013

 

After due notice, a meeting of the Board of Trustees of the Mad River Glen Cooperative was convened at 8:00 am on Saturday, June 8, 2013 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

 

Trustee

Attendance

Trustee

Attendance

Elkind (Chair)

Present

Godwin

Phone in

Stetson (Vice-Chair)

Present

Holtan

Present

Anderson (Secretary)

Present

Jondro

Present

Liu (Treasurer)

Phone in

Lesure

Present

Bruns

Present

Palola (incoming)

Present

 

Also present were President Wimble and 2 shareholders.

 

8:02 AMCall to Order

 

Chair Elkind called the meeting to order. There were no shareholder comments.

 

8:05 AMReview & Approve Minutes of the May 11, 2013 Board meeting.

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To approve the minutes of May 11, 2013.

Trustee Stetson

Trustee Holtan

 

8

0

1

 

 

 

8:10 AMManagement Report

 

Operations:

 

 

Verizon is doing repairs to their cell site from spring flooding. Repairs seem to be going well and they have had no down time to their site.

 

Work on our web site is going very well. They have been sticking to the schedule we gave them. The ability for us to do more with our site with fewer man-hours is looking good. User-friendliness from the consumer side should be much improved as well.

 

Staff is proposing no price increase to Season Passes or Mad Cards. We are proposing ticket price increases for the upcoming season along with some kid’s program pricing.

 

Mountain staff has started trail work and making areas easier to farm snow out of. Our excavator purchase last fall is proving to be very valuable in maintaining our trails so that minimal snow will make them skiable.

 

Summer woods cleanup crew has started this past week and will work throughout the summer making the woods safer and more fun to ski.

 

President Wimble has scheduled a site visit at the mountain with Jeff Nelson, with whom he consulted while at Sugarbush, from Vanasse Hangen Brustlin Engineering (VHB). We will get a preliminary view from Jeff on possibilities and next steps for potential improved snowmaking at MRG. Jeff is the main person ski areas consult with about environmental impacts of snowmaking. We are spending no money at this point as Jeff is doing it as a personal favor and will give President Wimble next steps if we wish to this pursue further.

 

Mad River Glen won the first game of the season in softball, outslugging our neighbors Sugarbush 25 to 10. Our joint products are working well but the competitive spirit is still there!

 

 

Share Sales:

 

We sold one share against a target of one for May. We have sold 33 shares YTD. There are currently 27 shares on the list to be tendered. This number is high due to the early winter mailing that went out trying to collect the past due APR’s from shareholders that are in arrears on APRs. Good news is many people have come up to date but we will see a spike with tender list this fall. We budget 20 shares per year to be tendered and 40 shares per year in new sales.

 

 

Financials:

 

May came in on budget for the month. Marketing expense was down by $10,000 but that was due to the Echo going out late and we will see that billing in June. We are running right on schedule with spring cash projection.

 

 

The Board discussed the process and procedures of collection of past due APR accounts. The Board also questioned how many shares are inactive and the method of converting shares to preservation shares. Jamey complimented Sharon for her hard work and time spent on the APR collections.

 

Trustee Liu will analyze the impact on the balance sheet and the profit and loss (P&L) of doing away with the APR. The Board questions whether enforcing payment causes people to tender their shares and thus reduces cash available to MRG.

 

 

 

8:23 AMBudget and Pricing (Jamey)

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To accept Treasurer Liu’s recommendation that the Board adopt the budget approved by President Wimble and the finance committee.

 

Trustee Jondro

Trustee Stetson

9

0

0

 

The Board expressed their approval of not increasing season pass prices and encouraged management to market the non-increase.Trustee Jondro suggested looking “outside the box” on pass prices by looking into corporate deals and re-evaluating/improving discounts offered to shareholders.

 

Considerable discussion ensued and resulted in the following action items:

 

Chair Elkind will put on the agenda of a fall meeting to review benefits to shareholders and/or passholders to make purchasing more attractive.

 

Jamey will research state law related to what is the maximum discount that can be provided to cooperative members and how that would affect our ability to offer corporate passes or other products.

 

 

9:10 AMCommittee Reports:

 

 

Fundraising Committee report – Trustee Holtan

 

Trustee Holtan enthusiastically reported that the initial e-mail announcing the on-line survey about the future of Mad River was sent to 1400 shareholder addresses earlier in the week.As of this meeting, 293 people had already taken the survey. Links to the survey are on the .com and coop websites. The Echo will be mailed to shareholders shortly and will include additional information about the survey (including how to request a paper survey).Another e-mail will be sent to the 1500 non-shareholder addresses MRG has in the database next week. Response rates and “click-through” rates to the survey will be monitored as well as the number of undeliverable email addresses.

 

Trustee Holtan thanked Virginia Hume and Eric Friedman for their help with getting the survey into the hands of shareholders. She also acknowledged the help of the Fundraising committee members for authoring the survey.

 

Trustee Holtan reminded the board that the greater the number of responses to the survey, the richer and more complete the information the Cooperative will have for setting the direction and priorities for the board and for fund raising.

 

The results from the survey will be presented to shareholders at Green & Gold Town Meeting in October.

 

Trustee Holtan reminded the board that Bob Demont will need renderings of the revised BAMP to conduct the interviews.

 

Facilities Committee – Trustee Stetson

Trustee Stetson reported the schematic design changes needed to move forward would cost approximately $9,000 and require about eight weeks to complete,

 

He recommended waiting until the board has had a chance to review preliminary results of the survey before deciding on whether to move forward with revisions to the schematic design.

 

Volunteerism – Trustee Lesure

 

Trustee Lesure reported there are two painting projects that volunteers could do this summer. He will work with President Wimble to identify two “Team Captains” to lead those projects. The July 4th Warren parade was also discussed.

 

9:46AMBreak

 

 

9:56 AMBoard officer elections (Chair, Co-Chair, Treasurer, & Secretary) to be effective July 1, 2013 (Action).

 

Eric Palola has replaced Lars Bruns as trustee effective July 1 2013

 

 

The Board discussed the current slate of officers and each volunteered to continue in their role for another year. The need to plan for succession and how the Board and co-op are best served moving forward was deliberated.This led to four motions.

 

10:20AM

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

Motion to elect Jim Elkind as Chair.

Trustee

Jondro

Trustee

Lesure

7

0

Bruns,

Elkind

Motion to elect John Stetson as Vice-Chair

Trustee Jondro

Trustee Lesure

7

0

Bruns,

Stetson

Motion to elect Roy Liu as Treasurer

Trustee

Jondro

Trustee

Lesure

7

0

Bruns,

Liu

Motion to elect Jon Anderson as Secretary

Trustee

Jondro

Trustee

Lesure

7

0

Bruns,

Anderson

 

 

 

 

 

10:30AM Board Development- Betsy

 

Incoming Trustee Palola volunteered to become the new Chair of the Board Development Committee. Trustee Jondro and Trustee Holtan offered their assistance.

 

The ongoing struggle to attract shareholders to serve on the Board and the ratio of in-state versus out of state was considered.

 

This led to the Board to ask President Wimble to check with cooperative counsel to advise the Board on any limits on the composition of the Board imposed by state law (specifically, whether there is a minimum or maximum number of out-of-state Board members allowed). This is to guide the Board in discussions of whether it makes sense to change the by-laws to increase the number of out-of-state Board seats so that we have a larger pool of candidates for the Board, given that a majority of our shareholders are from out-of-state.

 

 

 

10:50AM Executive Session – Complete Performance Appraisal

 

No Actions were taken.

 

11:37AM

 

 

Motion

Made by

2nd by

Aye

Nay

Abstain

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