MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS …MINUTES OF THE MEETING OF THE . BOARD OF...

MINUTES OF THE MEETING OF THE

BOARD OF DIRECTORS

TELLURIDE MOUNTAIN VILLAGE OWNERS ASSOCIATION

JANUARY 16, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, Jon Dwight, Christopher Cox, John Horn, Chuck

Horning, Pete Mitchell

BOARD MEMBERS ABSENT: None

STAFF PRESENT: Jodi Repola, Stephanie Fanos, Stephanie Griebe, David Pihlgren

STAFF ABSENT: None

OTHERS PRESENT: Live Sauce, Jenny Duffey, Lee Duffey, Becky Riemann, Shari Mitchell, Don Perrotta, Ed Healy, Catherine & John McIntyre, Steve Tracy, Bob & Trisha End, Phil Evans, Penelope Gleason, Todd Gehrke, Michael Martelon, Sue Floor, Faze, Gary Suiter, Dave Schillaci

1. Call to Order and Determination of Quorum

President Proteau called the meeting to order at 4:02 p.m. MST and announced that a quorum had been established.

2. Consent Agenda

President Proteau introduced this item and announced that there were eight sets of minutes to be approved. President Proteau commented that in the future, meeting minutes would be available the meeting following the current meeting.

President Proteau commented that the minutes could be approved based on the consent agenda or each set individually. President Proteau asked for a MOTION to approve the minutes as presented and asked the Board if they had any corrections.

Director Mitchell announced a correction to the December 27th Special Board Meeting Minutes; item h. Director Mitchell announced that there was no mention of the discussion on the contract with the new consultant. Director Proteau commented that there were two sets of Minutes; the Regular Board Meeting and the Special Board Meeting. Director Proteau commented that the Board went into Executive Session and it appears that there was no mention of this in the Minutes.

Ms. Repola corrected President Proteau and announced that there were MOTIONS to move in, and out of Executive Session documented in the December 27th Special Board Meeting Minutes. Additionally, Ms. Repola commented that Minutes were not taken on Executive Session content.

President Proteau asked Director Mitchell if the information was satisfactory. Director Mitchell requested a more in-depth dialogue of the discussion in Executive Session.

TMVOA MINUTES OF THE BOARD OF DIRECTORS MEETING JANUARY 16, 2013

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President Proteau commented that the session was recorded and that staff could further transcribe that particular portion of the meeting. Ms. Repola corrected President Proteau, and announced that Executive Session was not recorded, however based on notes taken during the session a more in depth transcription could be provided.

Director Horn announced two corrections to the minutes. August 15th under Consideration of Amendment to the Bylaws, there is no mention of a vote taken. October 17th under Executive Session, the wording of “side leveled” was inaccurate. President Proteau commented that the minutes would be corrected and that a more in-depth transcription on the December 27th Executive Session would be provided. President Proteau asked for a MOTION to approve the minutes based on the above corrections. Director Horn made a MOTION. Director Dwight seconded. The MOTION passed unanimously. *Note Director Mitchell abstained from voting on the following items: a, b, c, d, e, f, as he was not in attendance.

3. Discussion of Board Meeting Format

President Proteau introduced this item and commented that in the future he would like the board packet with applicable background information available at least ten days prior to the meeting. In addition, President Proteau wanted to ensure that ample communication on the website was available to the membership to obtain feedback.

Director Dwight commented that if a member was unable to attend a Board Meeting that they could email Ms. Repola with questions or comments to be provided in the board packet.

Director Daniel suggested having the Executive Session prior to the initial Board Meeting. President Proteau commented that he would prefer to have as few Executive Sessions as possible for transparency reasons.

President Proteau asked for comments- None.

4. Consideration of the 2013 Board Meeting Schedule

President Proteau introduced this item and announced that the 2013 Board Meeting schedule was tentatively set for the third Wednesday of each month at 4:00 p.m. MST.

Director Daniel commented that the April Board Meeting was scheduled during spring break. Director Horn suggested canceling that particular meeting.

President Proteau asked for a MOTION to approve the 2013 calendar with the deletion of the April meeting. Director Dwight made a MOTION as presented. Director Daniel seconded. The MOTION passed unanimously.

5. Discussion of Schedule and Prioritization of Tasks under the Suiter Consulting Contract

President Proteau asked Mr. Suiter to address the Board. In summary, Mr. Suiter introduced himself and identified the following background information:

• Previous interim Executive Director of MVOA • Familiar with resort economies (Vail, Breckenridge, Aspen) • B.S., Urban Geography • M.S., Public Administration • Previous Town Manager of Snow Mass Village • Knowledgeable in transportation systems • Current interim Airport Manager for Durango La Plata Airport • Entrepreneur; began consulting business in 2002 • Specializes in strategic planning and Executive Recruitment

Upon Director Horn’s request, President Proteau read aloud the nine tasks that the Board outlined in Mr. Suiter’s Proposal.


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• Task 1: Assist the TMVOA Board with a clear and objective process for the successful recruitment and selection of a permanent Executive Director, consistent with the Board’s expectations.

• Task 2: Clarify the role of the TMVOA and work with the Board to develop a long term vision and strategic plan.

• Task 3: Perform an organizational assessment of the Association and provide a report to the Board of Directors.

• Task 4: Provide guidance, professional oversight and recommendations for the implementation of programs and projects.

• Task 5: Develop and implement a plan to improve and simplify communication with involvement of the members.

• Task 6: Review and report on existing service delivery contracts.

• Task 7: Recommend to the Board of Directors specific economic development strategies for positive change.

• Task 8: Create and maintain a transparent and positive public perception of the Association through positive media relations, public relations, and candid dialogue with the members.

• Task 9: The Association’s Board of Directors may reasonably assign other duties at any time which may affect the timetable of deliverables. This will require Board approval.

President Proteau commented that hiring an Executive Director was a priority and many of the above defined tasks could be done and followed up on by the Executive Director. President Proteau opened for Board comment.

Director Dwight commented that Task 4 and 5 were very important and that Dial-A-Ride needed to be addressed.

Director Horning commented that it would be helpful for Mr. Suiter to provide a protocol for assessing proposals and reviewing existing contracts.

Director Cox commented that he would like to hear how the membership defines TMVOA’s mission. Additionally, Director Cox commented that when Mr. Suiter was previously interim Executive Director the implementation of his analysis failed; tools should be put in place so that this does not happen again.

Director Daniel commented on the necessity for leadership in the organization and requested that a review process be implemented to ensure that objectives are obtained. Additionally, Director Daniel commented that a discussion among the Board members prior to the schedule meetings may be beneficial.

Mr. Suiter commented that the contract requires regular written updates to the Board and that he could provide weekly updates in addition to monthly.

Director Dwight asked Ms. Fanos if the Board could meet prior to the board meeting. Ms. Fanos commented that all meetings of the Board must to be open to the members unless under Executive Session.

Director Mitchell read aloud a list of his requests of Mr. Suiter; they are as follows:

1. Clearly define long and short term obligations of TMVOA. 2. Commit all necessary current reserves to fund existing obligations plus a conservative forecast of future

conventional revenues adequate to fund existing obligations. 3. Mr. Suiter’s scope of services should first address the above items and then work on a mission statement and

strategic plan consistent with TMOVA’s current financial circumstances. 4. Assuming TMVOA has funds in excess of current obligations Mr. Suiter and the Board should establish an

operating philosophy as to how to manage the use of these funds i.e. develop staff or utilize contracted employees.


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5. Once operating philosophy and money management are deciphered then TMOVA can define the job description of the new Executive Director (someone needed to oversee banking business or is there need for someone to oversee a staff and run a program).

6. Mr. Suiter should be tasked with identifying new nontraditional forms of revenue not including assessments i.e. charging for concerts or concession revenues. Mr. Suiter should be tasked with looking into the fee aspect of the Gondola.

7. Update communication system, so that second homeowners can listen to meetings without experiencing glitches in technology.

8. Board voting structure needs to be fixed, no one entity should control voting of the Board. The structure is antiquated and does not reflect the current revenue stream of TMVOA. A voting structure that fosters benefits for the entire membership

9. Process and Procedures: new discipline regarding conduct of business; new agendas with more advanced notice and unless there is an emergency agendas should not be changed. Proper meeting notice should occur

10. Transparency and access to information needs to be the hallmark of the Association. 11. Standards of decorum need to be followed by all Board members.

Director Horn commented on the difficulties the Board currently experiences in the absence of an Executive Director and agreed with Director Mitchell in regards to defining the duties of the Executive Director. Director Horn commented that his first priority for Mr. Suiter would be to hire an Executive Director and secondly to obtain a protocol for assessing grants and events. Director Horn commented in favor of defining TMVOA’s mission.

Director Dwight commented that many people have approached him concerning the salary for Mr. Suiter and he wanted to address this issue. Mr. Suiter’s contract is on an hourly, part- time basis for a period of four or five months and it can be cancelled with a fifteen day notice. Director Dwight reiterated that Mr. Suiter was not hired for $180,000.00.

President Proteau asked for public comment.

Dave Schillaci, Town Councilman and Resident; commented regarding TMVOA’s primary obligation to the Gondola and the need for TMOVA to perform a prioritization.

President Proteau commented that the General Declaration defines TMVOA’s mission.

John McIntyre, Resident; commented on the urgency for TMOVA to come to a decision regarding Dial-A-Ride. President Proteau responded the TMVOA will follow up on Dial-A-Ride.

President Proteau asked for comments from Mr. Suiter. Mr. Suiter announced that he had a questionnaire for each member of the Board to complete pertaining to the Executive Director recruitment. President Proteau commented in favor of the survey. The questionnaires are to be completed by Friday January 25th.

Lee Duffy, Resident; commented that time should be spent prioritizing TMVOA’s responsibilities, and he was concerned about hiring an Executive Director without knowing what TMVOA’s priorities were.

Bob End, Resident; commented on the friction among the municipalities, TSG and TMVOA and the need for cooperation. Mr. End commented against charging for Gondola Ridership.

Steve Tracy- commented

Mr. Suiter commented that he will not be available the last weeks of February and first week of March.

6. Discussion of Group Sales Proposed 2013 Budget and consideration of partial funding

President Proteau introduced this item and made a recommendation to the Board to approve the Group Sales biannual funding request of $168,078.00 for January through July of 2013.


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President Proteau asked for board comment.

Director Horn announced that he was on the Board of Directors for MTI. Director Horn asked Mr. Martelon how he would assess the Group Sales program and help TMOVA understand how to set proper goals.

In Summary, Mr. Martelon, President and CEO of Telluride Tourism Board commented that he would work to bring Mountain Village businesses together to come up with a financial analysis.

Director Cox asked Mr. Martelon how business was impacted when the budget was approved biannually. Mr. Martelon commented that the budget needed to be approved in September for the coming year.

Director Cox commented that a budget was approved and he didn’t understand why Group Sales was not funded.

President Proteau commented that there was not a consensus among the Board to approve the budget. The budget was approved as a guideline and more information was needed in order to move forward.

Director Cox commented that the process seemed political. He commented that the committee spent a large amount of time compiling a budget and then the approved budget was not funded.

Director Dwight commented that the committee made a recommendation to the board but did not have any tools to analyze the requests. Director Dwight commented that he felt good that the process had slowed down to gain a better understanding.

Todd Gehrke, representing Group Sales commented that the Group Sales committee was a crucial component to the success of the Group Sales program. Mr. Gehrke urged the Board to place members who wanted to be engaged in the process on the committee. Additionally Mr. Gehrke commented on the inconveniences that result when funding decisions are not made in an appropriate time frame.

Lee Duffy, Resident; asked for clarification pertaining to Mr. Gherkin’s comments.

President Proteau gave a brief summary and commented that Group Sales was not been funded, the FAB committee made a recommendation to the board, in which there was no consensus. Since that time the Board has worked closely with Mr. Gehrke to obtain necessary information to move forward with the funding for the first six months of 2013 in the amount of $168,000.00.

Director Mitchell commented on the importance of receiving funding in a timely manner to conduct business.

Director Horn gave a brief history of how TMOVA came to do business with MTI and Group Sales.

Don Perrotta commented on the cost benefit of Group Sales in Mountain Village. A short discussion on Group Sales among the Board members followed.

President Proteau asked for a MOTION. Director Mitchell made a MOTION to approve $168,078.00 funding for Group Sales. Director Dwight seconded. Director Horn abstained due to conflict of interest. The MOTION was approved unanimously.

7. Consideration of Resolution to Amend Bank Account Signatories

Director Horn made a MOTION to approve the Resolution as presented. Director Cox seconded.

Ms. Fanos made a recommendation that the Resolution identify David Philgren, in place of “Accounting” (the current resolution identifies Jeff Proteau, Christopher Cox, Noel Daniel and Accounting as authorized individuals). Director Horn accepted the amendment to identify David Philgren. The MOTION passed unanimously.


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8. Discussion Regarding Committees

In Summary, the board engaged in a twenty minute discussion concerning the need to continue operating the following committees: FAB, Grants and Events, Group Sales, and Gondola/Chondola. Operating the committees are both time and resource consuming. Mr. Martelon and Mr. Gehrke both commented on the crucial need for a Group Sales Committee. Director Dwight recommended the following three committees as alternatives to the current structure; FAB, Transportation, Economic Development.

Director Horn recommended keeping the FAB, Gondola/Chondola and Group Sales Committees with the expectation that the Executive Director would take over Group Sales.

No votes were taken during this discussion; the collective recommendation to keep the FAB, Group Sales and Gondola Chondola committees was decided. President Proteau asked the Board to think about which committees they would like to be on and committees would be formed at the next meeting.

9. Public Comment

None

10. New Business/Other Business

Director Mitchell made a MOTION that the FAB committee evaluate the current investment management with UBS. Director Mitchell commented that a significant fine was currently being levied by UBS. Director Horn seconded the MOTION. Director Dwight made a recommendation to the board to consider utilizing multiple financial institutions instead of just one. It was recommended that Director Mitchell and the FAB committee evaluate the current investment management with UBS. The MOTION passed unanimously.

Director Dwight commented on the changes to the community code and the DRB process.

Director Cox made a MOTION to move in to Executive Session. Director Daniel seconded. The MOTION passed unanimously. The meeting moved into Executive Session at 6:07 p.m. MST.

Director Daniel made a MOTION to move out of Executive Session, Director Cox Seconded. The MOTION passed unanimously. The meeting moved out of Executive Session at 6:40 p.m. MST.

Director Dwight made a MOTION to authorize President Proteau to discuss a legal service rate agreement with Joe Salomon. Director Mitchell Seconded. The MOTION passed unanimously.

11. Adjournment

Director Cox made a MOTION to adjourn the meeting at 6:45 p.m. MST. Director Horn Seconded. The MOTION passed unanimously.


BOARD OF DIRECTORS


FEBRUARY 20, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, Jon Dwight, John Horn, Chuck Horning, Pete

Mitchell

BOARD MEMBERS ABSENT: Christopher Cox

STAFF PRESENT: Jodi Repola, Stephanie Griebe, David Pihlgren, Joe Solomon

STAFF ABSENT: None

OTHERS PRESENT: Gary Suiter, Norm Allen, Nancy Orr, Don Orr, Hillary Mescall, Eric Wells, Shari Mitchell, Richard Childs, Nelson Sharp, Phil Evans, Nichole Zangara, Andy Krueger



2. Executive Session Pursuant to CRS Section CRS 38-33.3-308(3) & (4)

On a MOTION by Director Horn; seconded by Director Mitchell the meeting moved into Executive Session at 4:08 p.m. MST. 6-0 vote. On a MOTION by Director Horn; seconded by Director Daniel the meeting moved out of Executive Session at 4:22 p.m. MST. 6-0 vote. On a MOTION by Director Mitchell; seconded by Director Dwight the existing Accounting and Financial Service contact was extended for six months. 6-0 vote.

3. Consideration and the Approval of the Following: Minutes from January 16, 2013 Board Meeting.

On a MOTION by Director Dwight; seconded by Director Daniel the January 16, 2013 Minutes were approved. 6-0 vote.

4. Update on the Group Sales Flash Report as Prepared by Todd Gehrke

President Proteau introduced this item and gave a brief overview of the Group Sales Flash report (available in Board packet).

5. Update from Gary Suiter

Mr. Suiter addressed the Board and discussed the first draft of the Executive Director Candidate profile (available in board packet). Mr. Suiter commented on the dissenting opinions among the Board member’s regarding the profile. He strongly urged the Board to give clear direction on what they wanted in the position, and indicated that it was a position of high profile. President Proteau recommended that the most efficient way to receive input would be via email, and he requested that the Board members email Mr. Suiter by the end of next week. President Proteau opened for comments.

TMVOA MINUTES OF THE BOARD OF DIRECTORS MEETING FEBRUARY 20, 2013

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Don Orr, Resident; commented on five primary functions that he believed the Executive Director should oversee, they are as follows:

1. Stewardship of the Gondola funding and operation 2. Economic development oversight 3. Communication to members 4. Financial management oversight 5. Administrative services

Director Mitchell expressed concern with the level of discretionary spending that would be committed to the Executive Director salary, and that the position was a care taker position that required supervision of the TMVOA office. Director Mitchell commented that discretionary funds should be spent on the good of the community, which included giving back to the residents. President Proteau thanked Director Mitchell for his thoughts and clarified that a line item for the Executive Director position was currently in the budget; the salary would not come out of discretionary spending. President Proteau commented in favor of an Executive Director that would be the face and voice of a vital resort community. Director Horn commented on the spectrum of duties that an Executive Director could oversee, and the need for TMVOA to determine a vision.

6. UBS Status Report- Memorandum in Board Packet

7. Discussion and Consideration of Committees and Staff Designation

President Proteau introduced this item and asked for volunteers. Director Horn nominated Director Mitchell to replace Jonathan Greenspan on the FAB Committee. Director Daniel seconded. The MOTION passed 6-0. Director Horn nominated Director Cox and President Proteau for the remaining two seats on the FAB Committee. Director Dwight seconded. The MOTION passed 6-0. 2013 FAB Committee Director Cox President Proteau Director Mitchell. President Proteau announced a vacancy on the Gondola/Chondola Committee (Jonathan Greenspan’s seat). Director Dwight nominated Director Mitchell for the Gondola/Chondola Committee. Director Daniel seconded. The MOTION passed 6-0 vote. 2013 Gondola/Chondola Committee Director Mitchell Director Cox Jim Lobe John Kelly President Proteau asked for Board comment regarding the Group Sales Committee. Director Daniel commented in favor of keeping the Committee. President Proteau nominated Director Daniel to be on the Group Sales Committee. Director Mitchell seconded. The MOTION passed 6-0 vote. Director Horn nominated Director Dwight and Director Horning to fill the remaining two seats on the Group Sales Committee. Director Proteau seconded. The MOTION passed 6-0 vote. Director Dwight nominated Phil Evans and Penelope Gleason as Auxiliary members for the Group Sales Committee. Director Mitchell seconded. The MOTION passed 6-0 vote.


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2013 Group Sales Committee Director Daniel Director Dwight Director Horning Phil Evans Penelope Gleason (pending her approval) President Proteau announced that Ms. Repola would schedule the initial meeting of the committees for 2013. President Proteau stressed the importance of conducting productive meetings and asked the committees to be mindful of the administrative work that ensues with each meeting. Ms. Repola agreed to contact Ms. Gleason regarding her approval of the nomination for the Group Sales Committee.

8. Update on TMVOA Surveys and Discussion of Options

• Dial-A-Ride 2nd Round Survey Results

President Proteau introduced this item and announced that no decisions were to be made at the current meeting. President Proteau commented that the memo provided in the board packet was a compilation of information from interviews with the Town of Mountain Village including Council, Telluride Express and numerous comments from the membership. Proteau announced that this update was to give direction to Mr. Suiter and staff to make a decision and prepared a proposal on DAR by the March TMOVA Board meeting.

President Proteau summarized the information from the memo and asked for comments.

Director Dwight commented on the cost for public transportation and asked Mr. Suiter to evaluate the DAR surveys.

Mr. Allen, Resident; read aloud statements prepared by Richie and Chris Marcus and Don Perrotta and Norm Allen (see attached).

Nelson Sharp, Resident; commented that DAR should not be funded by a broad based assessment.

Sheri Mitchell, Resident; asked for clarification of whether the Board would make a decision on DAR at the next meeting. President Proteau responded that, yes it was the goal. Mrs. Mitchell requested that a highlighted notification be sent to members informing them that a decision on DAR would be made at the next meeting.

• Summer Concert Series Survey Results

President Proteau summarized the memo in the board packet and made a suggestion to try and produce the event utilizing local bands to reduce costs. Both Director Dwight and Director Mitchell commented in favor of keeping the Concert Series.

Public comment- None.

9. Presentation of Analysis of Discretionary Spending Funding Requests • Snow Sculpt Analysis- For Consideration to Fund 2013 Event $3,500.00

President Proteau introduced this item and commented that the assessments were essential to providing information on whether events provide economic impact for the Town of Mountain Village or if they were just a member benefit. President Proteau asked the Board to deliberate on the funding request for Snow Sculpt and make a decision at the current meeting.

The Board entered into a discussion regarding the Snow Sculpt event.

On a MOTION by Director Mitchell; seconded by Director Dwight Snow Sculpt funding was approved on a 3-3 vote (opposed: Director Horning, Director Daniel, Director Horn; Approved: Director Mitchell, Director Dwight, and President Proteau)


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• AIDS Benefit- for Consideration to Fund 2013 Event- $15,000.00

President Proteau made a recommendation to approve half of the funding request for a total of $7,500.00 based on the untimely decision of the funding approval.

The Board entered into a discussion regarding the AIDS Benefit.

On a MOTION by President Proteau; seconded by Director Daniel funding of $7,500.00 for the AIDS Benefit was approved with the stipulation that future funding will not be likely based on the success of the event. 5-1 vote (Director Horn opposed).

10. Public Comment

Don Orr, Resident; expressed concerns regarding TMOVA transparency on the decision to execute a consulting agreement with Mr. Suiter.

11. New Business/Other Business- None.

12. Adjournment

On a MOTION by Director Dwight; seconded by Director Daniel the meeting adjourned at 6:13 p.m. MST 6-0 vote.


BOARD OF DIRECTORS


APRIL 3, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, Jon Dwight (via speaker), John Horn, Chuck Horning,

and Pete Mitchell (via speaker)


STAFF PRESENT: Jodi Repola, David Pihlgren

STAFF ABSENT: None

OTHERS PRESENT: Gary Suiter, Brian Eaton, Rick Herowitz, Don Perrota, Jonathan Greenspan, Pat Allision, Hillary Miscall, Dan Jansen, John Seidoff, Donnalee Cochurra.


President Proteau called the meeting to order at 4:02 p.m. MST and announced that a quorum had been established. On a MOTION by Director Cox, seconded by Director Daniel; the meeting moved in to Executive Session at 4:05 p.m. MST.


On a MOTION by Director Cox, seconded by Director Dwight; the meeting Moved out of Executive Session at 4:38 p.m. MST. On a MOTION by Director Cox, seconded by Director Daniel; Director Horn was given direction to move forward with the Poachers Pub lease agreement based on the discussion in Executive Session. 7-0 vote.

3. Consideration and Approval of the Following: Minutes from February 20, 2013 Board Meeting.

On a MOTON by Director Cox, seconded by Director Daniel the February 20, 2013 Meeting Minutes were approved. 7-0 vote.

4. Suiter Consulting Update

In summary, Mr. Suiter gave a brief update on the following topics: TMVOA Mission Statement, current assessments regarding funding activities, the Executive Director search and economic sustainability in Mountain Village.

TMVOA MINUTES OF THE BOARD OF DIRECTORS APRIL 3, 2013

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5. Dial-A-Ride Discussion for Board Consideration

Mr. Suiter gave an overview of the Dial-A-Ride report (report available in the Board Packet). The board members entered into a discussion. On a MOTION by Director Dwight to approve a private service operator up to $120,000.00 dollars (option 1 in memo) for the Town of Mountain Village to continue the Dial-A-Ride service for the Summer/Falls months consistent with the operating days of the Gondola, with the recommendation that service standards be developed for the PSO that include but are not limited to response times, shared rides and wait time criteria. Seconded by Director Horning. Director Proteau opened for public comment. The following residents commented in favor of the above motion: Brian Eaton, Rick Herowitz, Don Perrota, and Jonathan Greenspan. On a 4-3 vote the above MOTION was denied. (Opposed: Mitchell, Daniel, Cox, Horn) (In Favor: Proteau, Dwight, Horning). On a MOTION by Director Mitchell to approve option 2 in the memo, seconded by Director Cox. Director Proteau opened for Board comment. Comment was received by Director Dwight, Director Horn and Director Cox. Director Proteau opened for public comment. Comment was received by the following: Don Perrota, Rick Herowitz, Pat Allision, Hillary Miscall Dan Jansen, John Seidoff and Donnalee Cochurra. On a 4-3 vote the MOTION for option 2 was denied. (Opposed: Proteau, Horning, Daniel, Dwight) (In favor: Horn, Cox, Mitchell). On a MOTION by Director Daniel to fund Dial-A-Ride for the six months in the summer with a private party service operator not to exceed $120,000.00 dollars with the suggestion that service standards are outlined and also that a recommendation for gratuity is asked for but not mandatory and that the Town of Mountain Village have oversight (based on their expertise). Seconded by President Proteau. The MOTION passed. 4-3 vote. (Opposed: Mitchell, Cox, Horn) (In favor: Daniel, Proteau, Dwight, Horning). It is noted that a memorandum of understanding between the Town of Mountain Village and TMVOA will be drafted regarding Dial-A-Ride services oversight.

6. Sunset Concert Series Discussion for Board Consideration

President Proteau introduced this item and gave a brief overview of the memo in the Board packet. On a MOTION by Director Horn to approve funding of $64,000.00 dollars for the Sun Set Concert Series as described in the memorandum, seconded by Director Dwight. President Proteau opened for public comment. Comment was received by Hillary Miscal, Jonathan Greenspan, Penelope Gleason, and Dennis Abram. The MOTION passed. 7-0 Vote.

7. Red, White & Blue Event Discussion for Board Consideration

President Proteau introduced item and opened for Board Comment; none. On a MOTION by Director Dwight to accept the recommendation in memo, seconded by Director Horning; the MOTION passed 7-0 vote.

TMVOA MINUTES OF THE BOARD OF DIRECTORS APRIL 3, 2013

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8. Poachers Pub lease Discussion for Board Consideration

President Proteau introduced this item. On a MOTION by Director Horn to continue (at a later date) seconded by Director Cox; The MOTION passed. 7-0 vote.

9. Presentation of Analysis of Discretionary Funding Requests for Board Consideration

• Mountain Film – Consideration to fund for 2013 event - $18,000

On a MOTION by Director Horn, seconded by Director Cox. The $18,000.00 budgeted for Mountain Film was approved. 7-0 vote.

• Pinhead Institute – Consideration to fund for 2013 - $1,000 On a MOTION by Director Mitchell, seconded by Director Cox to approve the $1,000.00 request, the MOTION was denied. 4-3 vote. (Opposed: Horn, Proteau, Horning, Daniel) (In favor: Mitchell, Dwight, And Cox).

• TSSC – Consideration to fund for 2013 - $10,000

On a MOTION by President Proteau, to approve the $10,000.00 request, seconded by Daniel, the MOTION passed 7-0 vote.

• TASP – Consideration to fund for 2013 - $4,500

On a MOTION by Director Horn, seconded by President Proteau the $4,500,00 dollar request was denied. 4-2 vote. (Opposed: Cox, Mitchell) (In Favor: Daniel, Horn, Proteau, And Horning).

10. Public Comment - None.


President Proteau announced a RETA exemption requiring Board approval. The current owner will be transferring their Bear Creek Lodge Unit to the Ah Haa School for the Arts, a non-profit 501 3C tax exempt organization. On a MOTION by President Proteau to approve the exemption; compliant with section 3.5.Cii of the Second Amended and Restated Deceleration for Telluride Mountain Village Owners Association, seconded by Director Daniel. Amended by Director Horning that the requested exemption expires after one year. Seconded by Director Horn. The MOTION passed. 6-0 vote.

12. Adjournment

On a MOTION by Director Cox, seconded by Director Daniel the meeting adjourned at 7:50 p.m. MST.


BOARD OF DIRECTORS


MAY 15, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, Jon Dwight, John Horn, Pete Mitchell (via speaker),

Chuck Horning (via speaker), and Chris Cox


STAFF PRESENT: Jodi Repola, David Pihlgren, Joe Solomon

STAFF ABSENT: None

OTHERS PRESENT: Gary Suiter, John Howe, Jim Mikula, Sarah McLain, Brandy Garber



On a MOTION by Director Horn, seconded by Director Cox the meeting moved into Executive Session at 4:04 p.m.

2. Executive Session pursuant to CRS Section CRS 38-33.3-308(3) & (4)

On a MOTION by Director Cox, seconded by Director Daniel. The meeting moved out of Executive Session at 4:47 pm On a MOTON by Director Horn, seconded by Director Dwight the Resolution for TMVOA to clarify the intent of temporary funding for the Dial-A-Ride service was approved with the condition that the following verbiage be added: “This summer only with no assurance beyond end of summer.” 7-0 vote. Due to a change in the way Dial-A-Ride services will be operated. President Proteau requested an increase in funding from $120, 0000 dollars to $151,000.00 dollars. On a MOTION by Director Dwight, seconded by Director Daniel the additional funding request for Dial-A-Ride services from $120,000.00 dollars to $151,000.00 was approved. 7-0 vote. On a MOTON by Director Horn, seconded by Director Cox, foreclosure procedures will begin on the homeowner who is delinquent on dues if not paid prior to June 15th meeting. MOTION approved. 7-0 vote.

3. Discussion on the Conflict of Interest Policy

On a MOTION by Director Horn, seconded by Director Cox the Conflict of Interest policy changes were accepted with one condition, that “voting” be clarified in the verbiage. 7-0 vote.

4. Discussion regarding adopting the Real Estate Transfer Assessment (RETA) Policies

On a MOTION by Director Cox, seconded by Director Daniel the RETA policy changes were accepted and changes will be posted to the TMOVA website.7-0 vote.

TMVOA MINUTES OF THE BOARD OF DIRECTORS MAY 15, 2013

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5. Suiter Consulting Update

In summary, Mr. Suiter gave a brief update on the Executive Director Search. Twenty-Two applications have been received to date. Interviews are scheduled for July 8th 2013. Mr. Suiter emphasized the importance of full Board member participation in the interview process.

6. Consideration and Acceptance of the 2012 Audited Financial Statements

President Proteau introduced this item and announced that Steve from Dalby Wendland had joined the meeting via conference call and was available to answer questions. Director Cox commented that recommendations made by the auditor were addressed with staff. On a MOTION by Director Dwight, seconded by Director Mitchell; the 2012 Audited Financial statements were accepted. 7-0 vote.

7. Presentation of the 2013 Group Sales 1st Quarter Report from Michael Martelon

In summary, Mr. Martelon discussed booked upcoming events and answered board member questions regarding Group Sales (report available in Board Packet). Director Cox requested that future Flash Reports are amended to reflect the name of the booking group.

8. Discussion of Town of Mountain Village Rezoning of Town Hall Center from Multi-family to Civic Zone District as presented by Chris Hawkins Town of Mountain Village

In summary Mr. Hawkins, Director of Community Development presented the request to the TMVOA Board for consideration to rezone the current TMVOA owned lots 1007, 1008 from Multi-family to Civic Zone. In Mr. Hawkins opinion rezoning these sites would make the Town of Mountain Village a more attractive option for the proposed medical center. A brief discussion occurred. On a MOTION by Director Dwight, seconded by Director Cox; Director Horn was given authorization to work with TMVOA Legal Council, Joe Solomon to evaluate the memo dated May 3, 2013 regarding the rezoning and present a recommendation to the Board at the June Meeting. MOTION passed. 7-0 vote.

9. Discussion of potential incentives for the redevelopment of Parcel D Medical Center site, Town Hall Center Sub area, Location of TMVOA Commercial Space

In summary, Mr. Hawkins discussed the incentives for the redevelopment of Parcel D Medical Center Site. A brief discussion occurred. On a MOTION by Director Dwight, seconded by Director Cox; Director Horn was given authorization to work with TMVOA Legal Council, Joe Solomon to evaluate the memo dated May 6, 2013 regarding Parcel D and present a recommendation to the Board at the June Meeting. MOTION passed 7-0 vote.

10. Discussion of the Relocation of a Utility Easement used by Timberview Subdivision, Lot 640BR, at 304 Adams Ranch Road

This item was withdrawn.

11. Presentation of Analysis of Discretionary Funding Requests for Board Consideration:

1. MTI – Consideration to fund for 2013 event - $4,000

Sarah McLain, Group Sales Manager for the Telluride Tourism Board presented the funding request of $4,000.00 dollars to support No Barrier Summit August 8th-12th 2013. The total funding request was for $12,000.00 dollars from the following organizations: TMOVA, Town of Telluride and Telluride Tourism Board. The funds will be used for event related expenses. Mrs. Repola clarified that the dollar amount was previously approved as a placed holder in the 2013 budget.

TMVOA MINUTES OF THE BOARD OF DIRECTORS MAY 15, 2013

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On a MOTION by Director Dwight, amended by Director Horn, seconded by Director Cox; the request was approved up to $4,000.00 dollars on the condition that Town of Telluride and the Telluride Tourism Board contribute. MOTION passed. 7-0 vote.

2. Telluride Film Fest – Consideration to fund for 2013 - $45,000

Brandt Gordon, representing Telluride Film Festival and Erica Gordon, representing Philanthropy presented the above funding request of $45,000.00 dollars to the TMOVA Board. A discussion regarding financial stability and sustainability of the Telluride Film Festival occurred. On a MOTION by Director Horn, seconded y Director Daniel funding for $35,000.00 was approved 7-0 vote.

12. Public Comment- None. 13. New Business/Other Business

President Proteau requested that staff bring an amended budget reflecting current expenditures to the June meeting for informational purposes.

14. Adjournment

On a MOTION by Director Cox, seconded by Director Daniel the meeting adjourned at 6:50 p.m. MST.


BOARD OF DIRECTORS


JUNE 19, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, John Horn, Pete Mitchell, Chuck Horning (via

speaker), and Chris Cox.

BOARD MEMBERS ABSENT: Jon Dwight

STAFF PRESENT: Jodi Repola, David Pihlgren, Joe Solomon

STAFF ABSENT: None

OTHERS PRESENT: Jolana Vanek, Epp & Tom Waldin, Brian Eaton, Carolyn Musselman, Dan Jansen, Richard Child, Don Orr



On a MOTION by Director Horn, seconded by Director Mitchell the meeting moved into Executive Session at 4:04 pm MST

2. Executive Session pursuant to CRS Section CRS 38-33.3-308(3) & (4)

On a MOTION by Director Cox seconded by Director Daniel the meeting moved out of Executive Session at 4:10 pm MST.

3. Consideration of Amended and Restated Policies and Procedures Regarding Board Member Fiduciary Duties and Conflicts of Interest.

President Proteau announced that these procedures were posted on the website on May 24th and no public comment was received.

On a MOTION by Director Mitchell, seconded by Director Cox the amended and restated policies and procedures, regarding board member fiduciary duties and conflict of interest were approving. 6-0 vote.

4. Consideration of Policies and Procedures for the Handling of Real Estate Transfer Assessment (RETA) Exemption Applications and the Imposition of Penalties for Late Submissions.

President Proteau announced that these procedures were posted on the website on May 24th and no public comment was received.

On a MOTION by Director Mitchell, seconded by director Daniel the amended policies and procedures for handling the Real Estate Transfer Exemption applications and the imposition of penalties for lat submissions was approve. 6-0 vote.

5. Consideration for Approval of Rezoning Town Hall Center Lots 1003R-2&3, 1007 & 1008 from Multi-Family to Civic Zone District

Director Horn asked for public comment- none

TMVOA MINUTES OF THE BOARD OF DIRECTORS JUNE 19, 2013

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On a MOTION by Director Horn, seconded by Director Daniel the resolution prepared by Joe Solomon to authorize the Town to rezone property and do a wetlands study was approved. 5-0 vote.

6. Consideration for Approval of the Bi-Annual Group Sales Request for Funds

On a MOTION by Director Mitchell, seconded by Director Cox funding for $41,672.00 dollars for the next six months for Group Sales was approved. 6-0 vote

7. Consideration for Discretionary Funding Requests for Board Consideration Gay Ski Week, Consideration to fund for 2014 event

President Proteau introduced this item; a discussion among board members began. Public comment was received by Jolana Vanek. On a MOTION by Director Horn, seconded by Director Daniel funding for the 2014 Gay Ski Week event out of the 2013 budget was approved, with the condition that by the September meeting they submit a plan showing how they will become self sufficient with out funding from TMVOA by the year 2016. 6-0 vote. Public comment was received by Brian Eaton.

8. Public Comment –none 9. New Business/Other Business

Director Mitchell proposed that TMVOA assist the Town of Mountain Village with funding to pave the roads. Director Mitchell read an email from Hank Hinermister. President Proteau commented in favor of Director Mitchell’s proposal and requested more information. A lengthy discussion on this topic occurred. Public comment was received by Dan Jansen, Richard Child, Jolana Vanek, Phil Evans (via email) and Don Orr President Proteau commented that he would begin researching cost and that if a special meeting needed to be called they would do so. President Proteau introduced the topic of the “Pop Up Events.” In an attempt to anchor and draw people to Mountain Village he proposed having additional smaller concerts and busking activities (street performers) throughout the week. The current budget would not allow for these activities and would need Board authorization. Public comment was received by Dan Jansen and Don Orr. On a MOTION by Director Horning, seconded by Director Daniel the Board authorized $10,000.00 to add activities through out the week in Mountain Village. 5-1 vote. (Opposed: Horn) (In favor: Mitchell, Cox, Proteau, Horning, Daniel).

10. Adjournment

On a MOTION by Director Mitchell, seconded by Director Cox the meeting adjourned at 5:10 pm MST.


BOARD OF DIRECTORS


July 31, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, Jon Dwight, John Horn, Chuck Horning, Pete

Mitchell, Chris Cox


STAFF PRESENT: Jodi Repola, David Pihlgren

STAFF ABSENT: None

OTHERS PRESENT: Gary Suiter, Joe Solomon, Bev Skripsky, Harold Skripsky, Lee Duffey, John McIntyre, Brian Eaton, Eric Wells, Bill Garland, Don Perotta, Jonathan Greenspan


President Proteau called the meeting to order at 4:03 p.m. MST. On a MOTION by Director Mitchell, seconded by Director Dwight the meeting moved into Executive Session at 4:05 p.m. MST.


On a MOTION by Director Dwight, seconded by Director Cox the meeting moved out of Executive Session at 4:55 p.m. MST. Regular session began at 5:00 p.m. MST. On a MOTION by Director Horn, Mr. Suiter was given direction to schedule interviews with the four finalists for the position of Executive Director next week; seconded by Director Cox. The MOTION passed 7-0 vote.

3. Gary Suiter –Update

Mr. Suiter was not present at the time of this agenda item.

4. Board Approval of Required Updates to 3 of TMVOA’s Policies to be Posted on TMVOA Website and Formally Adopted at the Next TMVOA Board of Directors Meeting: Collections Policy, Reserve Policy, Records Policy.

Mr. Solomon gave a brief overview of the changes to the following policies: Collection Policy, Reserve Policy and Records Policy. Mr. Solomon commented that upon board approval the revised polices would be posted on the website for the public to comment after which, the policies could be formally adopted.

President Proteau opened for public comment; none.

Director Dwight read aloud the following MOTION: concerning the updated policies for Collections, Reserve Studies and Records for TMVOA’s guidelines for adopting policies. The Board has considered these policies and finds them appropriate, therefore a MOTION is made that the proposed polices be posted on the TMVOA website with a statement inviting member

TMVOA MINUTES OF THE BOARD OF DIRECTORS JULY 31, 2013

2

comment, and a post indicating that the board will consider them for approval at the September 18, 2013 meeting; seconded by Director Cox. The MOTION passed. 7-0 vote.

5. Consent Agenda-Consideration and the Approval of the Following:

a) Minutes from April 3, 2013 Board Meeting b) Minutes from May 15, 2013 Board Meeting c) Minutes from June 19, 2013 Board Meeting

Director Horn asked for a correction on the June 19, 2013. Director Horn commented that he was opposed to funding the “Pop Up’’ events and he did not make the MOTION. On a MOTION by Director Dwight to approve the minutes based on Director Horns corrections; seconded by Director Mitchell. The MOTION passed. 7-0 vote.

6. Consideration and Acceptance of the Amended and Revised 2013 Budget as Presented by the FAB

Committee.

President Proteau introduced this item and gave a brief overview of the changes to the budget. The following items were added to the budget: Dial-A-Ride, Contract Services and Street Performers. President Proteau commented that the budget was posted on the website.

Director Dwight asked for clarification on the budgeted amount for Dial-A-Ride and if that was for winter 2013.

President Proteau opened for public commented.

Brian Eaton, Resident, asked for clarification on operating expenses. Mr. Eaton commented on the need for a guest services person on Oak St. President Proteau responded to Mr. Eaton on the break out on operating expenses.

Jenny Duffey, Resident, asked for clarification on why the budget only reflected numbers until April. Mr. Pihlgren responded that RETA was only audited until April and the expenses were updated through June.

Jonathan Greenspan, Resident, commented on the street performers and voiced his concern with TMVOA rescheduling board meetings.

Director Horn commented on the budget and suggested that a summary of the changes accompany the amended budget so the public is aware of what changes were made.

On a MOTION by Director Mitchell to approve the amended and revised 2013 budget, seconded by Director Cox. The MOTION passed. 7-0 vote.

7. Letter from TFF Regarding An Additional Funding Request of $15,358 In Addition to the $35,000 Granted.

President Proteau introduced this item and announced that Telluride Film Festival submitted a letter requesting an additional $15,358 for funding (letter in board packet).

Director Mitchell asked for clarification concerning the funding.

Mrs. Repola commented that the festival was extended an extra day in celebration of their 40th anniversary. The $2,778.00 was for extended gondola hours. The $12,580.00 was for additional costs incurred at the Conference Center.

The board members entered into a discussion regarding the funding request; comments were received by all board members.

President Proteau opened for public comment.

Lee Duffey, Resident, commented in opposition of the funding due to the Films Festival’s lack of presence in the Town of Mountain Village.

Jonathan Greenspan, Resident, commented in favor of the funding.

TMVOA MINUTES OF THE BOARD OF DIRECTORS JULY 31, 2013

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On a MOTION by Director Cox to deny the request based on: five weeks out from the event and based on the fact that TMVOA has demonstrated willingness to fund and support the event in the past. There should be an understanding that this is not a denial, but TMVOA would like to enter into an arrangement that there is a certain minimum funding level that should dictate a certain minimum event occurrence up in the Mountain Village, seconded by Director Mitchell. A brief discussion occurred. MOTION passed 4-3 vote. (In Favor: Horn, Cox, Mitchell, Daniel) (Opposed: Horning, Dwight, Proteau).

8. Public Comment

Brian Eaton, Resident, commented in favor of hiring an Executive Director.

9. New Business

President Proteau announced that both he and Director Mitchell would not be attending the August 21st meeting and asked the board if they wanted cancel the next meeting. A brief discussion occurred. The August meeting will continue as scheduled.

Director Horn requested that the FAB Committee send reports to all board members.

Director Cox requested that renewal of contracts for the Accounting Manager and Legal be added to agenda for August 21st meeting.

10. Adjournment

On a MOTION by Director Dwight, seconded by Director Cox the meeting adjourned at 5:52 p.m. MST.


BOARD OF DIRECTORS


OCTOBER 16, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, Jon Dwight, John Horn, Pete Mitchell, Chris Cox

BOARD MEMBERS ABSENT: Chuck Horning

STAFF PRESENT: Jodi Howerton, David Pihlgren, Greg Pope

STAFF ABSENT: None

OTHERS PRESENT: Jonathan Greenspan, Dan Jansen, Jeff Badger, Joan May, Nichole Zangara, Laila Benitez


Chairman Proteau called the meeting to order at 4:05 p.m. MST and announced that a quorum had been established. 2. Consent Agenda-Consideration and the Approval of the Following:

1. Minutes from September 18, 2013 Board Meeting On a MOTION by Director Mitchell to approve the Meeting Minutes from the September 18, 2013 Meeting. Seconded by Director Mitchell the MOTION was approved with the following correction: Mr. Proteau’s title should be changes to Chairman. 6-0 vote.

3. Dial-A-Ride Update

In Summary, President Pope gave an update on Dial-A-Ride (memo in board Packet). President Pope gave the following recommendation: If TMVOA continues Dial-A-Ride services for the winter 2013-2014, TMVOA funds a number of trips per address at no cost to the address and assesses a fee per-trip-per address (the fee to be based on actual cost per trip once RFP’s are received), for all trips in excess of the no cost pre-determined number of trips. TMVOA will add the user paid trips to the quarterly TMVOA dues.

Chairman Proteau opened for board discussion. In summary, the board entered into a discussion; the suggested number of trips per address ranged from 40, 60 to 100-200 rides per address. President Pope recommended against making a decision until the RFP’s were received and having a special meeting on November 1st to make the final decision.

Public comment was received by the following individuals: Jonathan Greenspan, Jeff Badger, Dan Jansen.

4. Presentation from FAB Committee-Review of the 2014 TMVOA Budget

In summary, Chairman Proteau gave an overview of the budget (budget available in board packet). President Pope discussed some of the changes in the budget; the board members entered into a discussion. No action was taken.

Public comment was received by the following individuals: Dan Jansen, Jonathan Greenspan, and Jeff Badger.

5. Presentation from FAB Committee-Revised TMVOA Investment Policy

TMVOA MINUTES OF THE BOARD OF DIRECTORS OCTOBER 16, 2013

2

Chairman Proteau announced that there were some changes to the Investment Policy. In summary, the current investment portfolio is 100% invested in bonds. President Pope discussed the memo (available in board packet) and gave the following recommendations: Amend the single investment strategy from fixed income to a dual strategy of 70% fixed and up to 30% diversified equities, and lower the average investment portfolio credit rating from an AA- to A.

The board entered into a discussion regarding the proposed investment policy changes. Based on differing board member opinions, Chairman Proteau suggested that President Pope return to the FAB committee with a new revised policy.

6. TSRC Update

President Pope gave a brief update on TSRC and announced that he would have a full analysis and recommendation at the next board meeting.

7. Discussion of the Termination of the Group Sales Program Effective 12/31/13

President Pope announced that he received a letter from MTI that the Group Sales program would terminate on December 31, 2013. Additionally, the office space that Group Sales currently occupies at Blue Mesa will become vacant.

8. Consideration to Reschedule the Regular Board Meeting Scheduled for Wednesday, December 4, 2013 to Wednesday, December 11, 2013

On a MOTION by Director Horn to reschedule the regular board meeting for Wednesday, December 4, 2013 to Wednesday, December 11, 2013, Director Cox seconded. The MOTION passed 6-0 vote.

9. Update on the 2014 TMVOA Election

Ms. Howerton announced that all the information was provided in the memo and was available in the board packet.


Jeff Badger announced that during the winter months it was difficult for customers to get to his restaurant due to the walkway becoming part of the ski resort. Mr. Badger proposed purchasing two golf carts to run a circuit around the core that would benefit all the businesses.


None

12. Adjournment

At 5:52 p.m. MST On a MOTION by Director Horn to continue the meeting on Friday November 1st at 4:00 p.m. MST, seconded by Director Cox, the MOTION passed 6-0 vote.


BOARD OF DIRECTORS


NOVEMBER 1, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, Jon Dwight, John Horn (via speaker), Pete Mitchell

(via speaker), Chris Cox, Chuck Horning (arrived at 4:43p.m.), Jon Dwight (via

speaker)


STAFF PRESENT: Jodi Howerton, David Pihlgren, Greg Pope

STAFF ABSENT: None

OTHERS PRESENT: Jonathan Greenspan, Rick Herwitz


Chairman Proteau called the meeting to order at 4:00 p.m. MST and announced that a quorum had been established.

2. Consideration and Acceptance of Dial-A-Ride RFP and Fee Scenarios

Chairman Proteau announced that agenda item number three was cancelled.

In summary, President Pope presented the information in the memo (memo available in board packet).

Director Daniel commented that VRBO (vacation rental by owner) units should pay for Dial-A-Ride as the other lodge

facilities had to pay for their own transportation. The board entered into a discussion regarding this issue and decided to

continue this as an agenda item at the next board meeting.

Director Cox made the following MOTION: TMVOA agreed to fund Dial-A-Ride in summer of 2013 on an interim basis

because Town of Mountain village could not fund it and Mountain Village residents wanted to retain the service. “I move

TMVOA extend funding for the 2013-2014, winter season and accept the Mountain Limo bid of $352,500.00 based on our

positive experience with their service last summer and the fact that they are the lowest bid.” Director Daniel seconded, a

discussion occurred.

Director Cox amended the above MOTION to include that TMVOA and the Town find an amicable way to work together to

provide the service, be it financial or logistical. Director Daniel seconded. The MOTION passed 6-0 vote.

President Pope discussed the trip options listed in the memo, the board entered into a discussion.

Public comment was received by the following individuals: Jonathan Greenspan, Rick Herwitz.

On a MOTION by Director Horn to approve 80 rides for free and $8.00 per ride thereafter, seconded by Director Mitchell.

The MOTION passed 5-1 vote. (Opposed Director Dwight)

On a MOTION by Director Cox to purchase five portable hand-held radios, a base station, repeater and accessories at a cost

of approximately $11,000.00, seconded by Director Daniel. The MOTION passed 6-0 vote.

TMVOA MINUTES OF THE BOARD OF DIRECTORS OCTOBER 16, 2013

2

3. Consideration and Acceptance of FAB Committee Recommendation of an Investment Provider

Agenda item cancelled.

4. Adjournment

On a MOTION by Director Daniel, seconded by Director Cox the meeting adjourned at 5:06 p.m. MST.


BOARD OF DIRECTORS


NOVEMBER 13, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, John Horn, Pete Mitchell (via speaker), Jon Dwight

(via speaker),Chris Cox

BOARD MEMBERS ABSENT: Chuck Horning

STAFF PRESENT: Greg Pope, Jodi Howerton, David Pihlgren

STAFF ABSENT: None

OTHERS PRESENT: Jonathan Greenspan, Dan Jansen, Kim Montgomery, Joe Solomon, Brian

Kianga, Audrey Marnoy Dirk De Pagter,



2. Consent Agenda- Consideration and Approval of the Following:

a. Minutes from October 16, 2013 Board Meeting.

On a MOTION by Director Horn to approve the Minutes from the October 16, 2013 Board Meeting, seconded by Director

Daniel the MOTION passed 5-0 vote.

3. Dial-A-Ride Update

In summary, President Pope gave an update on Dial-A-Ride. The request for proposal was awarded to Mountain Limo

pending a signed contract. A new radio system was ordered, and the tower that will be used is located at the fire station.

Mountain Limo has purchased 3, 14-person vans, which will be in operation by December 15th

.

Chairman Proteau opened for comment. None.

4. Discussion and Consideration of Revised By-Laws (including proxy voting) and Collection Policy as

Presented by Joe Solomon

In summary, Mr. Solomon presented the change to the By-Laws. The provision states that a Director can only proxy another

Director.

Chairman Proteau opened for comment. None

On a MOTION by Director Horn to approve the revised By-Laws as proposed, seconded by Director Daniel. The MOTION

passed 6-0 vote.

In summary, Mr. Solomon presented the change to the collection policy. The memorandum in the board packet outlines these

changes.

TMVOA MINUTES OF THE BOARD OF DIRECTORS NOVEMBER 13, 2013

2

Chairman Proteau asked for clarification regarding the collection procedure and if the resident fails to attend the collection

hearing if the process is stopped. Mr. Solomon commented that the resident only has to have had the option to attend the

meeting, but that collections procedures would continue.

On a MOTION by Director Mitchell to approve the collection policy changes as presented, seconded by Director Dwight.

The MOTION passed 6-0 vote.

5. Financial Information from FAB Committee

In summary, President Pope presented a cash balances comparison from 10/31/2012 to 10/31/2013. The breakdown

comparison is available in the board packet.

6. Investment RFP Recommendation from FAB Committee

In summary, President Pope discussed the process that was taken to determine a new investment services provider. Wells

Fargo Private Banking was recommend as the new provider. The change from UBS to Wells Fargo will result in a net savings

of approximately $41,500.00. Wells Fargo has agreed to provide a sponsorship of $6,500.00 to the Summer Concert Series. A

memorandum outlining the recommendation is available in the board packet.

On a MOTION by Director Horn to accept Wells Fargo Private Bank as the new investment service provider, seconded by

Director Mitchell. The MOTION passed 5-0 vote. Director Cox recused due to employment with Wells Fargo.

In summary, President Pope presented and discussed the Bond Portfolio vs. Gondola/Choldola projected expenses for 2014-

2017.

Public comment was received by Dan Jansen.

7. TMVOA Investment Policy Recommendation from FAB Committee

In summary, President Pope presented the TMVOA investment policy recommendation from the FAB Committee. The

recommendation presented was the same policy as presented at the October 2013 Board meeting. The proposed investment

policy would allow for a maximum on 30% diversification of equities within the portfolio (memorandum available in board

packet).

Board comment was received by Chairman Proteau, Director Horn and Director Mitchell.

On a MOTION by Director Mitchell to approve the proposed amended and restated investment funds policy and procedures,

seconded by Director Daniel. The MOTION passed 6-0 vote.

8. TSRC Update

In summary, President Pope discussed the memorandum in the board packet and expressed enthusiasm for the opportunity to

have TSRC in Mountain Village. Audrey Marnoy representing, TSRC was present. Ms. Marnoy discussed the advantages of

building a facility in Mountain Village. No formal action was taken. The board gave President Pope the approval to continue

to work with TSRC.

Board comment was received by the following: Director Dwight, Director Horn, Director Cox and Chairman Proteau.

Public comment was received by the following individuals: Brian Kianga, Dan Jansen, Jonathan Greenspan, Nicole Pieterse.

9. Update on the 2014 TMVOA Election

Ms. Howerton gave a brief update on the TMVOA election. The memorandum in the board packet outlines this information.

TMVOA MINUTES OF THE BOARD OF DIRECTORS NOVEMBER 13, 2013

3

10. Draft-Telluride/Montrose Air Service Assessment of October 21, 2013 Presented by Kent Myers

In summary, Kent Myers from Air Planners gave an informational PowerPoint presentation of his research of air service

providers in comparable markets. The PowerPoint presentation and handout are available in the board packet.

Board comment was received by the following: Director Dwight, Chairman Proteau, Director Horn, Director Cox.

Public comment was received by: Dirk de Pagter and Jonathan Greenspan.


None.


None.

13. Adjournment

On a MOTION by Director Cox to adjourn the meeting, seconded by Chairman Proteau. The meeting adjourned at 7:45 p.m.

MST.


ANNUAL MEMBERS BUDGET MEETING


NOVEMBER 13, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, John Horn, Pete Mitchell (via speaker), Jon Dwight

(via speaker)

BOARD MEMBERS ABSENT: Chuck Horning, Chris Cox

STAFF PRESENT: Greg Pope, Jodi Howerton, David Pihlgren

STAFF ABSENT: None

OTHERS PRESENT: Jonathan Greenspan, Dan Jansen, Kim Montgomery, Joe Solomon.



2. Presentation of the 2014 TMVOA Budget Draft

In summary, President Pope gave a PowerPoint presentation on the 2013 TMVOA Draft Budget (budget available in board

packet).

3. Questions and Answers

Chairman Proteau opened for Board comment.

Board comment was received by the following Board members: Chairman Proteau, Director Horn, Director Dwight and

Director Mitchell.

Public comment was received by the following individuals: Jonathan Greenspan, Dan Jansen and Kim Montgomery.

Chairman Proteau agreed Greg Pope would meet with Gondola and Transit prior to the Town Council meeting to discuss the

reduction in the Gondola funding in the TMVOA budget.

4. Adjournment

On a MOTION by Director Daniel to adjourn the meeting, seconded by Director Horn, the meeting adjourned at 4:55 pm

MST. The MOTION passed 5-0 vote.


BOARD OF DIRECTORS


December 18, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, Noel Daniel, John Horn, Chris Cox, Jon Dwight (arrived at

4:11pm)

BOARD MEMBERS ABSENT: Pete Mitchell, Chuck Horning (Jeff Proteau Voting as Directed Proxy)

STAFF PRESENT: Greg Pope, David Pihlgren, Garrett Brafford, Sara Larsen

STAFF ABSENT: None

OTHERS PRESENT: Joe Solomon, Jeff Badger, Nelson Sharp, Brian Kanaga, Jonathon Greenspan,

Brandt Garber, Erika Moss Gordon, Marion Harper, Carlotta Horn, Emily Horn,

Matt Skinner



2. Consent Agenda-Consideration and the Approval of the Following:

1. Minutes from November 18, 2013 Annual Members Budget Meeting

2. Minutes from November 13, 2013 Board Meeting

Chairman Proteau asked for a MOTION to approve Consent Agenda Items 1 and 2.

On a MOTION by Director Cox to approve Consent Agenda Items 1 and 2, seconded by Director Daniel, the MOTION

passed 5-0 vote.

Chairman Proteau stated that Agenda Item 9. Delinquent Accounts Discussion would be moved after Agenda Item 11.

Executive Session pursuant to CRS Section CRS 38-33.3-308(3) & (4).

3. President & CEO Update – Greg Pope

Staff Update: In summary, Jodi Repola’s last day was 11/29/13. Sara Larsen was hired as Operations Manager on

12/17/13. Dave Pilghren’s last day will be 1/3/14. Garrett Brafford hired as Accounting Manager on 12/16/13.

Dial-A-Ride: In summary, three new vehicles were added to the Dial-A-Ride fleet, including a black Ford Expedition. Dial-

A-Ride will be bringing up additional fleet and will have 5-7 units running during holidays. Pick-up times are averaging less

than 15 minutes.

Poacher’s Pub: In summary, Poacher’s Pub will not be replacing windows until the end of the ski season. The newly

expanded space should be open the week of 12/16/13.

TMVOA MINUTES OF THE BOARD OF DIRECTORS December 18, 2013

2

TMVOA Election: In summary, the Election Deadline is Monday, 12/23/13 at 5:00 p.m. MST. Kandy Shugars, CPA, from

Shugars & Company is collecting and tallying ballots. The deadline for the Proxy had a typo. A clarification was sent to

members and TMVOA has since received no further questions and there are no other known issues.

TSRC: In summary, TMVOA is continuing talks with TSRC and the Town of Mountain Village. The Medical Center has

also approached TMVOA about the possibility of locating their facilities in Mountain Village or Lawson Hill. Next steps are

to arrange a meeting before the first of the year with the Medical Center and TSRC to explore synergies and possibilities of

using joint resources and facilities between the Medical Center and TSRC.

President Pope said that it is still very much in the discovery process, but it should be more definitive within the 1st quarter of

2014. The Town of Mountain Village is currently in the process of re-zoning Lot 10071008 to be in compliance with the

Comprehensive Plan. President Pope said that no commitments have been made to either TSRC or the Medical Center.

Winter Fest: In summary, it was felt that Winter Fest was successful for a first year event and the activities offered were

good, but the attendance was not as great as had been anticipated. The Board entered into a discussion about the successes

and failures of the event and what could be done to improve the event in the future, including offering discount packages and

increasing communication about the event.

Director Cox announced that they would have a Merchant’s Meeting after the 1st

of the year to get merchant feedback on the

event. Chairman Proteau stated that Lodging Occupancy was up compared to the same time last year, even though the Retail

sales were down.

Chairman Proteau opened for comment. None.

4. Consideration of Economic Stimulus Grants – FAB Committee

In Summary, Chairman Proteau announced that the FAB committee provided their recommendations as listed on the

document “Economic Stimulus Grants –FAB Committee 2014” (available in the Board Packet) with three items that require

further discussion.

Director Horn questioned whether every item was open for discussion and recommended they move down the list for Board

input.

Telluride BBQ Festival: In summary, Chairman Proteau stated that the event has been running for three years and the FAB

Committee felt that it is a good time of year for an event and they have a good handle on costs.

Cirque Core: In Summary, Chairman Proteau stated that the FAB Committee was split on their decision. The Board

entered into a discussion about the event and if it would qualify as Economic Stimulus or a Member Benefit, and that there

was very little economic reporting or historical data about the event. The Board had differing opinions about the event and

how you can measure its economic impact in Mountain Village.

Public comment was received by Jeff Badger.

Chairman Proteau announced that the Board would continue to go through each considered Economic Stimulus Grant item,

and that public comment would be received at the end of the discussion.

Telluride Aids Benefit: In Summary, Chairman Proteau stated that TMVOA has funded for a long time and is an event that

brings people to Mountain Village. The FAB Committee recommended funding at a lesser amount than was requested at

$10,000 rather than $15,000.


3

Director Horn questioned whether Telluride Aids Benefit is economic stimulus and the validity of the economic justification

listed in the grant request. President Pope said that the Telluride Aids Benefit provided the financial reporting piece to

TMVOA (260 nights of lodging.)

Board comment that proceeds from the event are donated, and that there is an increase in room nights during the event.

Mountain Film Festival: In Summary, Chairman Proteau stated that the FAB Committee was in agreement that it is a good

event and recommended funding the full amount requested.

Cool Sculpt: In Summary, Chairman Proteau stated that the event provides no economic stimulus, but that is does provide

intrinsic value to Village Core. The FAB Committee suggested they try to find local sponsorships for the event.

Director Cox suggested they roll the Cool Sculpt into Winter Fest 2014 and increase the funding of Winter Fest, but still find

sponsors for Cool Sculpt.

Telluride Ski & Snowboard Club: In summary, Chairman Proteau stated that the Telluride Ski & Snowboard Club brings

people to the area. This supports Economic Stimulus and provides some branding value with their uniforms.

Telluride Youth Soccer: In Summary, Chairman Proteau stated this event provides no economic stimulus to Mountain

Village as we don’t have a soccer field and they are not bringing people up to the area.

Telluride Fire Festival: In Summary, Board discussion that the FAB Committee had a hard time understanding this event

and the economic impact it would have for Mountain Village, and suggest they come back again next year with a better

presentation.

One-to-One Mentoring: In Summary, Board discussion that while there is support for the program, TMVOA cannot

support it financially.

Barbed Wire Productions: In Summary, Chairman Proteau stated that the FAB Committee suggested rolling this event into

the TMVOA Summer Concert Series.

Comment from Director Dwight that the Summer Concert Series is different from Barbed Wire Productions, and that this

type of event supports economic stimulus and keeps people in Mountain Village during the summer.

Comment from Director Daniel that putting turf over the ice rink drew people to that area. The Hotel Madeline would

support low-key music events in that area, which is covered by the hotel’s liquor license.

Telluride Film Festival: In Summary, Chairman Proteau stated that there is a huge opportunity with the Telluride Film

Festival, but would like more of the event centered in Mountain Village.

President Pope provided feedback about Telluride Film Festival’s Endowment Fund. Local participation is critical for TFF to

receive National Corporate Sponsorships that will allow them to maintain their reputation as one of the Top 3 Film Fests in

the World. The hotels operate at 90% occupancy and provides stimulus for F&B and Retail. President Pope stated that they

recommend $69,000 in funding, with $39k to cover the costs of the Conference Center and $30k to provide more activities in

Mountain Village.

Public comment received by Jonathan Greenspan.

Comments received from Director Daniel, Director Dwight and Director Horn to discuss the development of the event in

Mountain Village.


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Chairman Proteau suggested that President Pope report back to the Board about long-term goals to bring more pieces of the

event to Mountain Village, including building more venues and working with future developers to build these spaces.

TMVOA Sponsored Events - Gay Ski Week: In Summary, Chairman Proteau stated that the funding in the budget goes

straight toward production costs and questioned whether there were ways to lower the costs through lodging participation.

Director Daniel commented that Lodging is already participating in the event through the donation of hotel rooms and waived

venue rental fees.

President Pope commented that this is not a grant request and TMVOA has not received a funding request yet for 2015. The

contract for the following year is usually signed in June. A $45k placeholder has been included in the budget for next year’s

event, with room to negotiate.

TMVOA Sponsored Events – Winter Fest: In Summary, Chairman Proteau stated that TMVOA should invest more

money into Winter Fest and opened for comment.

Director Daniel stated that while retail activity was down, Lodging did three times more business than during the same time

last year.

Chairman Proteau opened for comment.

Public comment was received by the following individuals: Jeff Badger and Matt Skinner.

Chairman Proteau summarized the changes to the Economic Stimulus Grants in addition to the FAB Recommendations:

$12k for Cirque Core

$69k for Telluride Film Festival with a breakdown as follows:

o $39k for the Convention Center and extended operating hours for gondola,

o Up to $30k for Development of Event in Mountain Village

$45k Placeholder for Gay Ski Week

$10k for Winter Fest

Barbed Wire Productions could be included in the $100k event placeholder, if after further discussion the

Board decides to approve.

Chairman Proteau asked for a MOTION to approve the Economic Stimulus Grants.

On a MOTION by Director Dwight to approve the Economic Stimulus Grants as presented by Chairman Proteau, seconded

by Director Horn with the following amendment that none of the $100,000 contingency placeholder would be dispersed

without Board approval. The MOTION passed 6-0.

Comments from Director Dwight that President Pope should work to gather feedback from membership as to the types of

economic stimulus projects they support.

Director Horn commented that we need to create a strategic plan within the next 12 months to determine the direction of the

organization which will then guide our decision making process.

5. Consideration of Colorado Flights Alliance Funding (TMRAO) – Greg Pope

In summary, President Pope referenced the Memo to the Board of Directors (included in the Board Packet) and stated that if

we are serious about economic development, we need to have sustainable air service to the region. President Pope

recommends that TMVOA commit to ongoing funding of Colorado Flights Alliance, with a commitment of $100,000 for


5

2014 with the following stipulations: 1) TMVOA has a board seat on CFA. 2) All partners of CFA who are involved in

advertising and promotion commit to funding their agreed upon portion.

President Pope stated that a Task Force consisting of himself, Matt Skinner and Dan Jansen had been created to further

explore relationship with CFA.

Director Horn asked if this was in the 2014 Budget. President Pope stated that there are excess funds in the budget that could

fund CFA, but it has not been delineated in the budget at this time.

Director Daniel questioned whether the 2% Lodging and Restaurant Tax could be increased to 2.5% to find a long-term

funding mechanism for CFA that would support TMVOA funding.

Chairman Proteau opened for comment.

Public comment was received by Matt Skinner.

Chairman Proteau stated that there is a consensus in support of President Pope continuing to work with the Task Force.

Board comment they would like to see a marketing plan and presentation from CFA to understand the long-term vision.

6. Consideration of Resolution to Adopt Assessment Rates for 2014 – Greg Pope

President Pope stated that it is his recommendation that they leave the Assessments Rates the same for 2014.

Chairman Proteau asked for a MOTION to approve the Resolution to Adopt Assessment Rates for 2014 as listed.

On a MOTION by Director Dwight to Approve the Resolution to Adopt Assessment Rates for 2014 as listed, seconded by

Director Cox, the MOTION passed 6-0.

Board discussion that there is no justification to increase assessments at this time.

President Pope stated that TMVOA currently bills quarterly, with a 10% discount for annual pay. For 2014, President Pope

stated that we are exploring the option of moving from quarterly to annual billing. The President & CEO and Accounting

Manager will be reviewing the billing processes and will provide recommendations in the future, if necessary.

7. 2014 Budget

President Pope stated that there are no significant changes to the budget since it was last reviewed and the bottom line hasn’t

changed.

8. Consideration of Resolution to Adopt 2014 Budget – Greg Pope

Chairman Proteau asked for a MOTION to adopt the 2014 Budget with adjustments to the Economic Stimulus Grants and

Note 1) that any expenditure must be approved by the Board of Directors at a BOD Meeting.

On a MOTION by Director Daniel to Approve the 2014 Budget with adjustments to the Economic Stimulus Grants and Note

1) that any use of excess funds must be approved by the Board of Directors at a BOD Meeting. Seconded by Director Horn,

the MOTION passed 6-0.


In Summary, Director Horn would like to see the member email list made available to Retail and Restaurants, and would like

to improve member communications. Comments received from Chairman Proteau and President Pope.

On a MOTION by Director Dwight, seconded by Director Horn the meeting entered into Executive Session at 6:32pm MST.


6

10. Executive Session pursuant to CRS Section CRS 38-33.3-308 (3) & (4) (if necessary)

On a MOTION by Director Dwight, seconded by Director Horn the meeting moved out of Executive Session at 6:50 pm

MST.

11. Delinquent Accounts

Chairman Proteau asked for a MOTION to empower staff to purse delinquent accounts that have not yet been paid in full.

On a MOTION by Director Horn to pursue delinquent account for the following; K2/R2, LLC, Debbie McIntyre, Antonello

0055, TCH Belvedere Development, The 2010 Adams Ranch Road Trust, and Matthew C Witt, seconded by Director Cox

the MOTION passed 6-0.

The Board gave President Pope direction to respond on behalf of the Board to the email from Randy Edwards.

12. Adjournment

On a MOTION by Director Cox to adjourn the meeting, seconded by Director Daniel. The meeting adjourned at 6:54pm

MST.

MINUTES OF THE ANNUAL MEETING OF


DECEMBER 30, 2013

BOARD MEMBERS PRESENT: Jeff Proteau, John Horn, Noel Daniel, Chris Cox, Chuck Horning, and Jon Dwight

(via phone)

BOARD MEMBERS ABSENT: Pete Mitchell

STAFF PRESENT: Greg Pope, Garrett Brafford and Sara Larsen

STAFF ABSENT: None

OTHERS PRESENT: Joe Solomon, Virginia Bowden, Charles Bowden, Yvette Rauff, Rich Gilbert,

Jonathan Greenspan, Karla Barlow, Don Perrotta, Michael Martelon, Goran

Klintmalm, Robert Benda, Derek McCain, Bruce MacIntire, Baker Gentry, John

Hjalmquist, Brian Kanaga, Peter Falkis, Greg Pack, Annette Bobby, Catherine

Jett, Dan Jansen, and Erik Fallenius

1. Roll Call and Determination of Quorum


2. Verification of Notice of the 2013 Annual Meeting

Ms. Larsen stated that the official notice was mailed on November 27, 2014 along with the ballots for the 2014 TMVOA Board

of Directors Election. A copy of the notice was included in the board packet, as well as on file with TMVOA in compliance

with regulation.

3. Consent Agenda and the Approval of the December 2013 Annual Meeting Minutes

Chairman Proteau asked for a MOTION to approve the minutes from the December 2013 Annual Meeting

On a MOTION by Director Horn to approve the Consent Agenda, seconded by Director Cox, the MOTION passed (6-0.)

4. Results of the Election of Directors

Curt Shugars announced the results of the 2013 Board of Directors Election:

Residential, Class A: Jon Dwight

Lodging, Class B: No Lodging Representative was elected due to a failure to meet quorum. Even thought it was an

uncontested race, 20% of votes must still be received and a re-election will be held for the Lodging, Class B Seat.

5. State of the Association

President Pope gave a PowerPoint presentation on the state of the association. The following topics were addressed:

Introduction of TMVOA Board Members

Introduction of TMVOA Staff

TMVOA ANNUAL MEETING December 30, 2013

2

A summary of the President Pope’s first 120 days

A year over year comparison of cash balances

A summary of the 2014 budget

A historical review of RETA

A review of 2014 Economic Stimulus

A review of 2014 Member Benefits

Initiatives for 2014

The PowerPoint presentation is available in the board packet.

6. Questions and Answers

Chairman Proteau asked for member comment.

Public comment was received from Baker Gentry, who asked to what extent the Town of Telluride currently supports the

gondola, and if they don’t now, is it reasonable to expect that they would support on-going maintenance of the gondola in the

future.

President Pope stated that TMVOA currently has a contract with San Miguel County for the operation and the maintenance of

the gondola through 2027. He stated that almost all of the 3% RETA tax is used for the operation and maintenance of the

gondola each year. He commented that right now the Town of Telluride has no involvement, but the gondola is critical to the

area, the economic well-being of Town of Telluride and the Town of Mountain Village, and is the main transportation system

for the area for not just guests and visitors but also our employees.

Chairman Proteau stated that the Town of Telluride has contributed in the past through by extending the gondola operations for

the fall season, but in looking forward TMVOA needs to develop a long term strategy for the gondola that will involve the

cooperation of multiple parties including TMVOA, Town of Telluride, Town of Mountain Village, and the county.

Director Horn asked if the $13 million in reserved funds for gondola operations is sufficient based on the demands of the

gondola. President Pope stated that the $13-14 million in reserves will cover the known projected expenses through 2027, but

with such an expensive piece of machinery there are many unknowns so we must protect these reserves and live within our

budget.

Public comment was received from Brian Kanaga, who stated that part of TMVOA’s mission is to protect and preserve

property values. Mr. Kanaga asked to what extent TMVOA plans to push the Comp Plan forward and how this will affect

property valuations. Mr. Kanaga also stated that in the deliberations of the Comp Plan, it was mentioned that rezoning would

only occur through specific land applications, but that the Town is now rezoning on our behalf without a specific land use

application. He asked if the residents should not be the ones to push rezoning of our properties and stating the specific land

use.

Director Horn stated that the Town of Mountain Village is currently amending the Land Use Code. He added that it is a

deliberate process to get aligned with the Comp Plan so that once the economy turns we will be ready for developers and won’t

have to scramble and miss out on any opportunities. Director Horn stated that the rezoning is necessary to meet the

requirements of the Comp Plan.

President Pope stated that the economic climate in Mountain Village is challenging. 80% of hotels are not making a profit and

retail businesses change frequently because we don’t have a sustainable economy. President Pope stated that a vibrant

economy will help real estate values increase, which can be achieved through sustainable economic development.

7. New Business / Other Business

Public comment was received from Jonathan Greenspan, who questioned whether the Special Mountain Member appointments

had been made for 2014. The board confirmed that Director Horn, Chairman Proteau, and Director Horning would serve as the

Special Mountain Member appointments, and that Director Daniel would serve as the TMVOA Lodging Representative until

the new board convenes in January.

TMVOA ANNUAL MEETING December 30, 2013

3

Mr. Greenspan commented that he served on the TMVOA Board of Directors for four years, and worked hard on creating

economic development and reinvesting into the community to increase property values. He stated that TMVOA has a fragile

structure with 4 elected positions and 3 appointed positions, which can jeopardize our non-profit status and urged that the board

be transparent. Mr. Greenspan stated that TMVOA gave TSG an approximate $300k loan to operate lights under the Station

Recreation Agreement, which was intended to provide economic stimulus through recreational activities at night. He stated

that there were numerous extensions to this agreement, and that Director Horning signed the 3rd

amendment to extend this

agreement on 10/17/2012 so TSG would not be in default. He stated that TSG has been in default since 6/1/2013 and this

jeopardizes TMVOA’s 501C3 status. He believes there are three options:

1. TSG can pay back the $300k

2. Two Mountain Special Member seats can be removed from the TMVOA Board of Directors

3. TMVOA can start foreclosure proceedings to collect this money from the ski resort

Chairman Proteau stated that the purpose of this agreement was to create more activity and vitality at night in the village. He

stated that TSG submitted an alternative uses agreement and is currently working on a development plan with the US Forest

Service that will look at what needs to be accomplished on a larger scale. He stated that the current location doesn’t work, but

it is something that TSG is taking seriously.

Mr. Greenspan stated that a complete operating plan was signed off on by Director Horning but was never acted on, and urged

Director Cox to address this issue.

Comment was received from Joe Solomon who stated that the remedy to the Station Recreation agreement is for TSG to pay

the penalty, not foreclosure. He added that TSG represents 3 of 7 board seats, which is not a majority, and that TMVOA is not

in jeopardy.

Director Horning commented that the lights were shut down because they did not work, and that TSG is not going to waste

more money until there is a viable plan in place. He stated that once a plan is in place with the Forest Service and the Town,

they will move forward.

Chairman Proteau stated that he recommends deferring the Election of Officers until the re-election of the Lodging Seat is

completed. The board concurred, and Director Horn clarified that Director Daniel would remain in the lodging seat until the

election is completed.

8. Adjournment

On a MOTION by Director Cox, seconded by Director Daniel, the meeting adjourned at 5:35 pm MST.

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