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Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, July 10, 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, July 10, 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 (8:10)

Elkind

Present

Liu

Present

Godwin

Present

Lesure

Phone-in

Hall

Present

Stetson

Present

Jondro

Present

 

 

 

Also present were President Jamey Wimble, Marketing Director Friedman, and four shareholders (SH’s).

 

8:05 Call to Order

 

Trustee Bruns (Chair) called the meeting to order at 8:05 a.m.

 

8:05 Approval of Minutes

 

Motion

Made by

2nd by

Aye

Nay

Absent

To adopt the minutes of June 12, 2010

Trustee Stetson

Trustee Jondro

8

0

1

 

8:06 Shareholder Comments (SHC’s)

 

SH Rocky Bleier provided a history of land slides on the upper mountain trails and cautioned that good forest management would help prevent those. Mr. Bleier also noted that he tried to contact the Board via email over a week ago but received no response. Board members responded that they had not received the email. The email problem will not be resolved until the rebuild of the e-communications system; in the meantime, communication to the Board may be sent directly to the Secretary at starkmtn@earthlink.net or to the Chair at lars@madriver.com

 

Trustee Hall noted the passing of Kay Hubbard, mother of Judy Bowen and Debbie Minkler. Lee Minkler is a long time MRG patroller. Joanne Eurich Griffith (our cashier, Stevie Eurich’s sister, and Andy Baird's partner) also passed.

 

8:13 AM Management Report

 

Operations:

 

Cable inspections were done this past week and everything looks great. We will most likely have to do a splice to the main double chair and perhaps the Single. This is regular maintenance due to stretching.

 

President Wimble went on the annual stewardship walk with our forester this month. The forester was very impressed with the regeneration zones and the overall health of the forest. He believed that we have followed our forest management program well and that we should continue with what we are doing.

 

Volunteers have been working on scraping and painting the front of the Basebox, the ski racks, and the benches. The work they have done is great and we look forward to seeing the finished product. Trustee Bruns noted that Vivian Branschofsky has been doing a fantastic job keeping the effort going despite uncooperative weather.

 

Capital:

 

The Basebox repair has been slow-moving; the hope is to be done with repairs by next week. This capital project will be over budget, largely due to the extent of rot and deterioration being greater than originally thought. President Wimble will not know by how much until the lumber bill comes in. Office paint should be complete in a week or two.

 

We have selected Pizzagalli Construction to do the office repair project. President Wimble will be meeting with them this week to go over the scope of work and schedule. Project is still in the $125,000 range. Other capital projects have not been started and will be on hold in case we run into any unforeseen costs.

 

Personnel:

 

After eleven years as race director, Sally Utter is leaving Mad River. She had a great offer from GMVS that she could not pass up. President Wimble is working with the race club to find a replacement. We wish Sally well. Trustee Jondro expressed the Board’s thanks to Sally Utter for stewarding the race program and helping it achieve the level of professionalism that it has. President Wimble added that GMVS has actually viewed our program as a good feeder program as a result.

 

SH Lu Putnam thanked Mike for the great job he did with food for the July 4 picnic and wanted to make sure his efforts were recognized.

 

 

Share Sales:

 

No shares were sold in the month of June, against a target of zero. Twenty-nine have been sold YTD.

 

Financials:

 

June came in ahead of budget. Some of this is due to timing, and there were also more Basebox functions than originally budgeted for. We have $554,000 cash on hand as of July 1. The projected NOI for Sept 30th is +/- $148,000.

 

 

8:30 AM Discussion: Employee incentive plan (Action)

 

Trustee Liu shared the results of the Finance Committee’s (FC) discussion about the employee incentive plan (EIP), which included Trustee Hall’s belief that the EIP does not do enough for our employees. Trustee Liu stated that the general consensus was not to “let the perfect be the enemy of the good” and to at least approve this plan for now, with the caveat that motivated interested parties could work on improving that plan in the coming year. Trustee Jondro asked if there was a firm plan to re-evaluate in the fall. Trustee Bruns said that it was on the list for the discussion of Board priorities, and explained some of the history of the evolution of the EIP over several Board cycles.

 

Motion

Made by

2nd by

Aye

Nay

Abstain

To accept the FC recommendation to approve the EIP

Trustee Lange

Trustee Elkind

7

Trustee Hall

Trustee Godwin

 

 

In his dissent, Trustee Hall expressed his belief that he didn’t think the EIP would help with employee retention, nor that it would do enough to motivate employees. He also wished that it was more of a true incentive plan instead of a profit-sharing plan.

 

Trustee Jondro noted that it might be good to add it as an action item and then at retreat, see if we need to reprioritize our list. Trustee Stetson said that he was in favor of moving the plan ahead but thought it did need work.

SH Bleier advocated for the dissemination of documents such as the proposed EIP to SH’s before they were voted upon so SH input could be obtained.

 

Trustee Jondro made a point of process: if we adopt this, would it be posted on Co-op website as policy or would it be an internal document? President Wimble said it was internal. Trustee Hall said it had to be part of the minutes.

 

8:45 AM Review of 2010-2011 Board priorities (activities and owners)

 

 

Trustee Bruns reviewed a listing of MRG Board responsibilities, activities, and initiatives that Trustees are involved with annually. The timing and owners were reviewed and confirmed for each. Trustee Godwin and Trustee Elkind volunteered to work on the Strategic Plan review. This should be an annual review and includes edits and updates.

 

NHR application process: Trustee Hall asked what the Board has to do as part of it. Trustee Bruns replied that we will review the application, discuss contributing structures, boundaries, etc. Some work can be accomplished via email but there will still probably be at least an hour of discussion per meeting over two or more Board meetings.

Trustee Stetson confirmed that most discussion would focus on boundaries and non-contributing vs. contributing structures.

 

Trustee Bruns advocated being very aware of the burdens a long list of action items can impose on volunteer Trustees, and prioritizing accordingly.

 

Trustee Hall noted that we need active Board members, not passive ones, and this is something that needs to be considered by the Board Development Committee. Trustee Jondro asked for clarification as to whether his statement was meant to imply that the current Board is not active. Trustee Hall stated that this Board was far more active, in his opinion, than other Boards have been.

 

SH Harley Freedman said that the ratio of members to agenda items was too small. Trustee Hall noted that using committees with non-Board members would accomplish the same tasks.

SH Bleier acclaimed that idea – committee use could involve SH’s and reduce workload on Board members. Committee members could later be possible Board members. Part of soliciting future Trustees is having information available and involving SH’s in decision-making process. He reiterated that warning SH’s of upcoming meetings, including committee meetings, was imperative.

Trustee Jondro commented that part of the problem is the three-year terms; we have a big “ramp-up time” as new members come onto the Board; having SH’s and not Trustees on committees can help keep some consistency. She posited that we may want to discuss succession planning as part of our strategizing.

Trustee Bruns noted that he and Trustee Hall have discussed involving prior Board members as a sort of “council of elders” to facilitate consistency across Board cycles.

Trustee Elkind posed as food for thought a question of “burnout” among Trustees.

 

9:15 AM Marketing Plan Review & Discussion: Eric Friedman

 

Objective: to get an overview of the marketing plan and how it aligns with the SP.

Marketing Director Friedman sees his role as a caretaker of an already unique brand. We really are a low-budget operation, and that is even artificially low – for example, we don’t pay for our website maintenance as it is done by a volunteer. Our collateral materials don’t cost that much, and don’t need to. He focuses on creating awareness vs. hard-core numbers and ROI. He places an emphasis on word-of-mouth marketing and making sure people have a great experience while they’re here.

 

Trustee Liu asked how we can get more people at our low-volume times. Marketing Director Friedman answered that it’s not so much about advertising as offering good deals during midweek. Also, very often, if there’s not snow on the ground where the skiers are (65% of revenue comes from out-of-staters), they don’t think to come up here.

SHC: Sean Kalkstein said that we need to find out what motivates midweekers. Marketing Director Friedman noted that it’s mostly snowstorms. He is also targeting new segments of the potential mid-week skier population, because getting even an extra 12-15 people on the mountain can make a huge difference.

 

Trustee Jondro noted that one major concern is how we can create non-snow-related revenue streams and wanted to make sure that there is a dedicated focus on that. She asked if Marketing Director Friedman could come to the Board with requests/needs/info regarding other revenue streams, much as was done with the General Store.

Trustee Elkind cautioned that we should focus on that which is profitable, not just revenue-generating. Trustee Bruns noted that the Marketing Plan ties in very well with the SP. He also pointed out that some of the data in the MP were potentially very helpful to the Board for strategic planning.

Marketing Director Friedman said that surveys usually confirm what he already knows.

Trustee Hall thought that we should have made more money on the “Ski the Valley” pass and should market that more aggressively by reaching out more to “last-minute” locals. He wanted to know what we’re doing with social media. He would also like to see more along the lines of concrete expectations for ROI in the plan, i.e. “here’s what we expect to see as a result of this initiative.”

Trustee Stetson appreciated being able to see the MP. He questioned the link between the MP and the SP and thought it highlighted the need to look at the SP. He stated that we should be specific about what results we want: more ticket sales, more season pass sales, more store sales, etc. He also wanted to see a focus on new vs. retained skiers.

 

Trustee Elkind posed the question: to what extent do the staff, Board and SH’s really believe that we’re doing all we can to generate more skiers?

SH Freedman said that our greatest marketing tool other than the mountain is the website; he believes the volunteer website has actually cost us tens of thousands of dollars. In reference to the homepage, he said that it was essentially a blog, when it should be much more interactive and dynamic, drawing the user in. In response to Marketing Director Friedman’s statement that Bolton spends $30-40K per year on their website, Mr. Freedman stated that he could do an “unbelievable” website for only $10K (with the caveat that he was not soliciting work, merely pointing out that he thought the $30-40K number was high). He also noted that the “volunteer” does get compensated with a season pass.

SH Bleier reiterated that part of our attraction is fun. Midweek themes might help get people here. He thinks we should promote our lack of snowboarding.

SH Kalkstein suggested multi-lingual bumper stickers, and “to remember that less is more.”

 

10:04 AM Financial Sustainability Discussion: Trustee Hall

 

Trustee Hall presented a PowerPoint on long-term financial sustainability (separate file).

 

After his presentation, Trustee Hall asked for input as to which portions the Board thought it wanted to/could address.

Trustee Jondro stated that she thought we could address some of these issues through our existing committees and may not need new initiatives. Trustee Godwin asked whether making suggestions to management was micromanagement or just bringing as many heads together to generate ideas. Trustee Bruns noted that governance is a good topic at our off-site meeting. The Board has addressed this in the past – the Carver model of governance was the prevailing model coming out of a previous off-site meeting. This is something we could re-address in our planned off-site meeting.

Trustee Lange wanted to make sure that the off-site did not focus on “nitty-gritty of numbers.” He sees it as being, ideally, more of a visioning meeting.

Trustee Hall expressed that there are frustrations that arise among Board members when they have expertise in an area and see things not being done optimally. Trustee Bruns stated that it all comes down to fiduciary responsibility. Trustee Stetson pointed out that that responsibility could be constrained as “current fiscal year” or “long-term.”

Trustee Elkind thanked Trustee Hall for bringing the issue to the table. He summarized that there seems to be a lot of interest in revisiting prior work done in defining the role of the Board and emphasized that it would be best to go through history of this discussion vs. starting from scratch. He sees the role of the Board as providing vision and thinking ahead. Several trustees concurred that there was a need to clarify the role of the Board during our off-site meeting.

Trustee Jondro suggested that we send out what we currently have with respect to our policy to current and former board members and create a rough list of what the Board does/does not do. She also noted that the Board has become more “tactical and reactionary” than strategic.

President Wimble said that the single biggest tool he could be given is the twenty-year vision for MRG. He doesn’t see the role of Board as saying things like “you need to bring adult private lesson revenue up by 10%.” Trustee Jondro asked about the scope of Board focus – do we say “build non-snow revenue” or “build the sales in the store?” President Wimble said that he sees it more of asking questions than saying “do it.”

SHC: Mr. Kalkstein asked if we were all sure of how “deep” we wanted to go as a Board. Trustee Elkind answered that this will be a major focus of the November off-site meeting. He expressed concern with the Carver model’s laser focus on ends vs. means.

SHC: Mr. Freedman stated that this is a constantly evolving process. He posited that employees should not be at board meetings because it “limits the serious work that can get done.”

SHC: Mr. Bleier suggested “stepping way back” and looking at the perfect scenario first, instead of focusing on limits first. Start with our mission and put a price tag on it, then proceed from there. He reminded the group that it’s a co-op, not a corporation – our ROI is not always in dollars, but sometimes in goodwill.

 

The Board expressed thanks to all the SH’s for attending.

 

 

Motion

Made by

2nd by

Aye

Nay

To enter Executive Session.

Trustee Hall

Trustee Jondro

8

0

 

Trustee Hall, Trustee Jondro, and President Wimble exited along with the assembled shareholders.

 

11:20 AM Executive Session – GM Appraisal Closure

 

Motion

Made by

2nd by

Aye

Nay

To return from Executive Session.

Trustee Lange

Trustee Elkind

6

0

 

 

11:21 AM Adjourn

 

Motion

Made by

2nd by

Aye

Nay

To adjourn.

Trustee Elkind

Trustee Liu

6

0

 

 

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. In process. That meeting occurred, final bids pending. Item complete; work is in process

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

Will happen in May. In process. Still in process.

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

Trustee Lange advised the Election Process suggested revisions would be available to be discussed at the September Board Meeting. Suggestions for nomination to the Board are always welcome..

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

Completed. Revisit. Moderation will go away as part of permanent fix that is occurring by Sept. 1.

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.

Delete.

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

In process. Still in process.

Talk with Jamey r.e. breakage (Trustee Liu)

Complete.

Set up a conference call tutorial on financial reporting, specifically cash flow. (Trustee Liu, President Wimble)

New item. Complete

Start an email discussion regarding the employee incentive program (Trustee Liu)

New item. Complete

Float some calendar dates to Board members for a possible retreat (Trustee Bruns)

Done. Nov 20th.

Interface regarding feasibility studies for green improvements w.r.t. heating (Trustee Stetson and Trustee Elkind)

New item. In process (at no cost to MRG)

Talk with Alan Moats about prior history of Board governance.

Trustee Bruns

Seek out materials regarding prior governance of Board.

Trustee Hall and Trustee Jondro

Prepare for Strategic Plan review.

Trustee Elkind and Trustee Godwin

 

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