After due notice, a meeting of the board of trustees of the Mad River Glen Cooperative was convened at 6:38 p.m. on August 10, 2001, at the Basebox at Mad River Glen Ski Area in Fayston, Vermont. Trustees Bleier, Coleman, Kirkpatrick, Michl, Putnam, Russell, Schultz, and Steines were present (Eaton was absent). The Cooperative’s president presided. Margo Wade kept the minutes with assistance from cooperative counsel, Peter Monte.
Call to Order
President Russell called the meeting to order at 6:38 p.m. and introduced Ms. Wade, who will be keeping meeting minutes, and briefly outlined the format of the meeting, which will include an executive session to discuss personnel matters. He stated that one of the Board’s policies is to concentrate on Board issues (macro issues) and not micro management issues, and noted that personnel matters will not be discussed in any public forum. President Russell asked any persons speaking during trustee meetings to first raise their hand, and second, once acknowledged by the Chair, state their name for the record before making any comment.
Review June 30, 2001 Meeting Minutes
After brief discussion, upon motion duly made by Ms. Steines, and seconded Mr. Bleier, it was unanimously
VOTED: To table approval of the June 30, 2001 meeting minutes until the September Board meeting.
The annual meeting minutes will also be approved at the September meeting.
The July 31, 2001 and August 6, 2001board phone conferences, both attended by all Trustees, conducted under executive session, discussing personnel matters, where no formal action was taken, were noted for the record.
Irma Heeter asked why Steve Pardy is leaving; who is Andrew Snow and what are his responsibilities; and what is happening with the purchase of Sugarbush and what is the Board’s position. President Russell replied that the board was not at liberty to discuss personnel matters. Mr. Ackland responded that Andrew Snow has been hired to facilitate shareholder relations and assist with marketing coordination. President Russell responded that the board had no comment regarding the purchase of Sugarbush at this time.
Upon motion duly made by Ms. Steines, and seconded Ms. Kirkpatrick, it was
VOTED: To add structure, improve effectiveness, productivity and order to the Mad River Glen Board of Trustee meetings the following motion is proposed:
All board meeting agenda items should be addressed as the first order of business at all board meetings.
All shareholder comments (shareholders may address the Board) should be heard at the time identified on the agenda, this quantified time, at the beginning of the meeting, will be managed by the Chair. In order to provide shareholders a fair and equal opportunity to share their opinions on Board issues shareholders will be requested to keep their comments to three minutes, as measured by an egg timer. The meeting area will be organized to accommodate the shareholder speakers with a podium, speakers will be requested to line up behind the podium to speak when it is their turn. Shareholders of record only may address the Board after identifying themselves. The Board Chair is requested to hold to this format.
Trustees who wish to be recognized by the Chair during all aspects of the board meeting will be acknowledged by raising of their hand.
Committee Chairs may request that a member of their committee be recognized to present a part of their Committee report.
For clarification, speakers at no time will be allowed to discuss or address personnel issues, or other sensitive topics that require executive session. All comments should also refer to Board specific issues, as opposed to management topics, including micro-management.
A friendly amendment was offered and subsequently withdrawn by Mr. Michl to allocate time for shareholder comments at the end of board meeting just prior to any executive session.
A friendly amendment was offered by Mr. Bleier, and accepted by Ms. Steines to give the proposed meeting format at three-month trail.
VOTING: In favor: Bleier, Coleman. Kirkpatrick, Michl, Putnam, Russell, Steines
Upon a motion duly made by Ms. Putnam, and seconded Mr. Bleier, it was
VOTED: To allow 10 minutes for further shareholder comments before any executive session or conclusion of the Board of Trustee meeting, under the above motioned format, when time allows.
VOTING: In favor: Bleier, Coleman. Kirkpatrick, Putnam, Russell, Schultz, Steines
The following is management’s report for the month of July 2001.
Operations for the month of July ran very well. Capital and maintenance projects are continuing at full pace.
Much of July has been spent on lift maintenance and the Single sheave work. At this writing the Single is about 95% complete on all its scheduled work, new sheaves 100%, safety system, grips, chairs moved and re-hung. Other lifts are proceeding with all NDT work sent out.
All Rapid mowers have been serviced and as of today mowing has begun. The response for hand mowers has been light and concepts for dealing with this are being explored.
Groomer service has not begun as of this date. LMC has been sold with anticipated pick up August 8th or 9th. Price was $7,500.00. PB 200 has had some interest and it is expected to see more closer to September.
Trail work- relating to ice storm- has proceeded at a pace better than expected. Two loggers have been switched over to mowing for the next three weeks. Jay Appleton has set up volunteer days with a posting to our website with information.
As search is on for new Ski Patrol Director as Steve Pardy has resigned and will not be returning next winter. A detailed job description has been written with notice of the job posted to our website as well as mountainjobs.com and skkingthenet.com. All paid and volunteer ski patrollers have been notified by letter of Steve’s choice and the position opening.
As mentioned the Single sheave work is complete with the line as true as it has been in recent memory.
The West wall of the ticket booth has been reframed, sills replaced and clapboard renewed with new roof to provide shelter at ticket windows. Painting and finish grading is yet to be done. Interior sheet rocking is scheduled for the 8th.
Maintenance building got underway today with footings being poured. It is anticipated that building will be fully erected and ready for interior shop set up the 1st week of September.
Currently maintenance operations are taking place out of truck garage and storage trailer on site.
Tower ladder safety system is onsite and ready for final checkout of installation.
Sled catches are complete, painted and on the hill.
A new 15-passenger van has been added to the Coop fleet. This was not a planned purchase but when the cost of rental, for camp and winter transportation, was compared to lease/purchase the savings was substantial, $3000 annually.
Enrollment, as mentioned last month, has been lighter than projected although it has picked up in the last week. Having a split program for ages has been a perceived disadvantage and will have to be reviewed for next year. Staffing is more challenging and activity planning has to be separate.
Van has saved expense against last year and budget as well as increasing safety and flexibility in scheduling offsite activities.
Management continues to believe this is a positive activity for the Coop requiring some fine-tuning concerning marketing and further defining of the program.
2 shares were sold against a budget of 2 for the month. 1 defaulted share was also sold during the month.
There are 1945 shares outstanding as of the end of July 2001.
Postcard to shareholders was mailed early July reminding shareholders of the August 18th Barbecue and upcoming schedules.
Communications plan has been forwarded to Board president and Chairperson of the Shareholder Relations Committee. They have each been asked to provide comment on schedule, we are planning 4 "Chutes" and 1 full newspaper type brochure as well as a number of postcard mailings to the public as well as shareholders. Each has been asked to write a column on their choice for these publications.
Andrew Snow started as of today as Shareholder Relations Coordinator and Marketing Coordinator.
A house has been rented for employees for the upcoming winter. Applicants from abroad are coming in at a quick clip. We had the good fortune to have shareholders John McPartland and Penny Pruitt attend a Ski Fare in Auckland New Zealand on our behalf recently.
It is expected that we will need 15-18 people through this program.
After two years, we have finally completed negotiations with the Green Mountain Club in extending them right of transit authority for the Long Trail. Good job by Peter Monte in sticking to the issues and bringing their council to agreement.
There has been agreement reached with the Agency of Transportation to place parking signs on RT 17 as well as adjusting the speed limit coming up hill to the parking lot, 40 MPH and the installation of warning signs for pedestrian crossing.
After discussion and upon a motion duly made by Ms. Kirkpatrick and seconded by Mr. Michl, it was unanimously
VOTED: To accept the July 2001 Management Report.
July Financial Income Statement
Attached to the Management was the Cooperative’s current financial statement. As requested by the Financial Committee $75,000 has been place in a one-year CD. A typographical error in the fifth column of the Profit and Loss YTD Comparison was identified. Column heading should read Budget Oct ’00-Jul ’01.
Mr. Ackland reported that the $25,00 allocated for the Bird Cage repairs would be inadequate due to extensive rot found in the west gable and suspected in the east gable. The project has been put on hold until a better estimate of the repairs can be attained and more funds can be allocated.
Financial results of operation for the last month and for the fiscal year to date may be summarized as follows:
Cash on hand as of July 31, 2001: $195,808
After discussion and upon a motion duly made by Mr. Michl and seconded by Ms. Steines, it was unanimously
VOTED: To accept the July 2001 Financial Income Statement.
The board unanimously voted to enter into executive session at 7:25: p.m. to discuss personnel matters. The general manager, assistant general manager and legal counsel were invited to attend the executive session. The board re-opened the meeting at 11:29 p.m.
There being no further business to come before the board, after discussion and upon a motion duly made by Ms. Kirkpatrick and seconded by Mr. Michl it was unanimously
VOTED: To adjourn.
The meeting adjourned accordingly at 11:30 p.m.
Margo B. Wade
A true record.
Robin Bleier, Secretary