Call to Order and Opening Remarks by Gary Crandall, President of the TIOA

It is my pleasure to call the Telemark Interval Owner's Association 2009 annual membership meeting to order.

Thank you one and all for taking the time to attend this annual membership gathering. It is always rewarding to see so many familiar faces at our meeting. Your welcome presence here is a public demonstration of your committed advocacy to the TIOA and to future of Telemark Resort.

Welcome too to those of you who are not TIOA members including Telemark employees and members of the general public and press. Welcome too to the couple of guys you will meet later who want to buy Telemark.

We are glad everyone has taken the time to attend our gathering. Before we begin our program a few introductions are in order:

To my right are the members of the TIOA Board of Directors. If you would please stand and introduce yourselves.

And to my left are the management and meeting facilitators:

Darrell Buchmann the General Manager & Controller for the TIOA and Telemark Resort, Marge Mergen from Owners Services and Jim & Sandy Doruff who will help us with the voting procedures today.

A brief comment on today's agenda. We feel we have put together an informative agenda for today's meeting that will update you on the status of items important to the TIOA. During the meeting we will have several opportunities for questions from you as we work through the various program items. Following the general session, we will also have several break out sessions that will give you time to explore in further depth your topics of interest. We have much to do today so let's begin.

The first item of business is the confirmation of a quorum. Our bylaws state that to conduct any association business 10 percent of the current membership must be represented in person or by proxy. Currently that quorum is 217 units. Based on those in attendance or represented by proxies received in a timely fashion. Marge can you confirm that we have a quorum today? (Quorum is confirmed)

Next I turn your attention to the approval of the 2008 Annual Meeting Minutes. I trust you have had an opportunity to review the minutes from last year's annual meeting that are included in your meeting packet. Are their any comments or corrections on the minutes as presented? If so, please state your name for our records. (Call for a motion, call for a second, any further discussion, call for a voice vote for acceptance)

Next it is important to take a bit of time to acknowledge those on the TIOA team. Indeed it is a team, all components of which assist us along our journey.

First, I'd like to express our association's sincere appreciation to our general manager and controller, Darrell Buchmann. In his dual management role Darrell continues to perform commendably within the complex and challenging environment of Telemark Resort. Through his daily coordination of the staff members in their many operational assignments and his attention to every financial aspect of the associations business, and his advisory relationship with the TIOA Board of Directors, Darrell has proven to be a valued partner. Thank you Mr. Buchmann, not only for your professionalism and dedication to the business of the TIOA and Telemark Resort, but also for your friendship.

Darrell's assignment would not be possible without the support of the dedicated resort staff. These are the individuals whose daily assignment is to keep the wheels of Telemark turning; from your first interaction at the front desk, to the hospitality of the dining room and lounge, to the recreational offerings on our vast property to the behind the scenes sales & marketing, housekeeping, maintenance, accounting and security. Daily the department heads and their staff put forth extraordinary efforts to sustain the operations of Telemark and to make your stay enjoyable. For this effort and their service to you the owners and our many guests I'd like you to please show your appreciation to the Telemark Resort staff for all they do.

We also owe a thankful recognition to the current and past members of the TIOA Board of Directors. Being responsible for the business of the TIOA and the future of Telemark Resort is no easy task. The experience of our board members is quite diverse, resulting in a wide spectrum of view points this spectrum enables us to make well thought out decisions for the TIOA. As members of the association each Board member fully understands the impact of their decision-making. Each shares the same concerns that you do for the future of our association and resort. The current board members are sitting before you at the head table. I'd ask that any former board members in attendance please stand and in acknowledgement of their dedication to the task of running the TIOA. Let's show our appreciation for the past, present and future TIOA Board members.

Before I close out my Board Member thank you, I'd like to ask your gracious recognition and remembrance of our recently departed friend and board associate Wayne McGown. Prior to Wayne's joining the Board of Directors in 2003 his family's association with Telemark Resort spanned a number of decades. Wayne's notable professional experience, his congenial nature, his attention to detail and love for Telemark served our association to the highest degree. Once again, on behalf of the TIOA board of Directors, the members of the Telemark Interval Owners Association and the management and staff of Telemark Resort we extend our sincere condolences and best wishes to Hildy McGown and her extended family.

Finally it should be noted that the ultimate strength, well-being and sustainability ff the TIOA is possible because of YOU, the individual members of the Telemark Interval Owner's Association. For without your encouragement, your trust in the Board of Directors, your supportive word of mouth marketing, your frequent volunteerism and of course, your yearly financial support the TIOA and Telemark Resort would not and could not continue exist in the present and move forward to the future. Thank you current owners for all you do for TIOA and Telemark Resort.

What a great team we have. Collectively that team provides our association strength and lends support to operations and enables us to continue our colorful history.
Thank you all management, staff, board members, association members and friends.

Indeed we have had a colorful history. Admittedly that history has been quite a challenge as well. While we continue moving forward with a strongly optimistic outlook for a renewed and revitalized future for the TIOA and Telemark Resort. We wisely and proactively acknowledge the financial realities that define our daily existence impact the sustainability of the resort operations. Those realities include:

• Member fee levels that continue to rise as a function of a smaller number of members in good standing and support for operational shortfalls.
• Increased costs of doing business that are not off set by increases on the revenue side of the budget equation.
• Scarcity of capital resources that are needed to maintain the physical plant and make needed infrastructure improvements.
• Difficulty in securing low cost terms on our long term liabilities.
• Absence of un-pledged collateral to facilitate short-term borrowing for periods of negative cash flow.
• Economic impacts of the national economy that directly affects our business market segments and our membership health.

These are the financial realities of our TIOA operations.

On the brighter side of our equation, we have good reason for an optimistic future outlook. Our focused efforts to market the sale of the resort are encouraging on a number of fronts. While our past sale negotiation experience reminds us to be cautious in our outlook, we are actively and cooperatively working through the due diligence discussions with those interested in the opportunities presented by a Telemark Resort purchase.

As we continue our daily operations and look forward to a busy winter season, we are frequently reminded of the Resort's importance to the region's hospitality industry. Our convention-based facility continues to support a diversity of professional, school, church, government and family based meetings, seminars, events, educational gatherings, weddings, reunions and other gatherings.

Truly Telemark Resort continues its history of being a great destination for all reasons in all seasons.

As we move forward from this day into the Telemark's future, we will continue to explore the opportunities that will improve the direction of our travel. We will remain focused on the health, well being and longevity of the TIOA. We can say for certain, that the future will present the TIOA with new challenges and new opportunities. We cannot say for certain where those challenges and opportunities will find us when we gather again. Truly we are all in this together and with your continued support and the board's decision making focus and the efforts of our management, guiding our operational staff we will move forward to the next chapter in the colorful history of The TIOA and Telemark Resort.

At this time I'd like to move into comments on items that currently define our associations status. First a few comments on our efforts to market the sale of the resort.

We'd like to thank Bob Nicholson for his tireless efforts and professional perspectives in aiding the TIOA in the sale process. Bob's association with the TIOA is through the Coldwell Banker Burnett office in Stillwater. Through his office, the resort sale opportunity has been marketed. Bob has been the point person for all communications with those interested in the purchase of the resort and property.

In this past year, our focused strategy has been to remain open and operational for as long as possible to allow this real estate listing to work. The level of inquiries has encouraged us as well as the number of information packets circulated, the number of callbacks, the number of individual meetings and even by the several offers received through the listing. The activity on the sale listing continues as we currently focus on our discussion with one group in particular. Bob, thank you for all you continue to do to assist the TIOA in finding a buyer.

And speaking of potential buyers, following my remarks you will be interested in the presentation by Mr. Steve Kaufmann and Ric Ahern who represent Telemark Partners, LLC, a group with a sincere interest in the opportunities presented by Telemark Resort and the property we are marketing. Over the past several months they have become familiar faces in the halls of Telemark Resort around our many trails and in our local communities. They have actively conducted their due diligence research that will support their future vision of Telemark Resort. I will let them tell you more about that in a bit.

Prior to this meeting many have asked is there any good news for the meeting on Saturday? I am pleased to report that yesterday the Board of Directors received a comprehensive purchase offer from Telemark Partners, LLC. While we have not yet had ample time for Board or legal review, we will be focusing our attention on the details of that offer in the days to come. As we know from our experience there are many steps to get to an approved offer from a potential purchaser. As we continue to take those steps, we will keep you the membership informed of our progress.

In our spring newsletter we announced a TIOA deed back program. The decision to create this program was based on several factors. There was an acknowledgement of an increasing number of slow or no pay members. We were aware of opportunities on the secondary market to transfer titles to third party timeshare organizations. We were also aware that those third parties may or may not consummate the transactions. We were also aware that those third parties may or may not pay their TIOA fees. The Board felt it important to retain the titles for those weeks being exchanged on the secondary market. The deed back program was created as outlined in the newsletter.

We also acknowledged the positive financial impact, albeit a one time infusion, of the revenue opportunities of such a program. We realized that the program revenue would support our strategy of staying open and operational to allow the sale listing to develop.

You will note in your meeting packet information, that to date 278 units have been enrolled in the deed back process. All are in various stages of that procedure. The future outcome of that program remains to be seen and will be impacted by our future ownership status, the outcome of the board resolution vote, our future operational status and the coming fee billing mailing.

Again, we thank you greatly for your continued support, for hanging in there and for your faith in our future.

As you know from your last newsletter we have presented a Board Resolution upon which we are seeking your input in today's meeting. The Board felt it imperative to better define our future action plans in relation to our efforts to sell the resort and in light of our memberships ability to sustain our financial operations. As dues paying members, you are aware of the significant amount of Resort Support that each of you contributes to help sustain the annual operational losses. The bulk of the correspondence we have received from members clearly indicates that the fees have reached a top level and that further increases beyond the current levels would not be supported.

The resolutions states: "In absence of membership approval of a purchase agreement for Telemark Lodge and associated property by March 1, 2010, do you support a resolution by the Board of Directors to cease operations of Telemark Lodge on or about March 31, 2010?"

We feel the support or non- support of the board resolution will clearly indicate the feelings of the individual members of the TIOA. We also feel that the vote on the resolution will enable the board to have a specific action plan as it relates to our future operational decisions.

The outcome of the vote on the Board resolution, as well as the outcome of our efforts to sell the resort in the coming months will impact the level of fees for 2010. The fee projection chart in your meeting packet materials approximates the next year's fees under several possible scenarios. The actual fee billing for 2010, which will be confirmed, printed and mailed shortly, will be determined based upon: the outcome of the board of directors resolution vote, the projected number of dues paying members at the time of the billing and the decision of the Board on the amount to include for the ongoing condo renovation program in 2010.

Once again, we thank you for your continued membership support. For without that support our future options would be limited in scope.

Also as noted in the past newsletter, members who own title to a Lodge Suite unit, have inquired about their particular status as it relates to future scenarios at Telemark Resort. At this time the Board is discussing possible ownership alternatives for the Lodge Suite members, the action on which will be dependent on as of yet undermined outcomes.

As we continue our discussions and move forward into our ownership and operational future we appreciate your input and understanding.

Also to be determined by our as of yet undetermined ownership or operational future is the completion of the condo renovation program. The interior renovation of the four units of the 1600 building and the seven Lodge Suites will be determined by where our future path leads us.

Last month the Board of Directors approved an action utilize renovation funds needed to begin an exterior painting project on the Christiana Villas. At this time, the 100 and 1700 building exteriors have been painted. The 1600 building exterior is currently being worked on. The remainder of the buildings will be painted as weather allows. Along with the painting carpenters are replacing siding, fascia and corners as needed on all six buildings.

Other physical plant items that are in a holding pattern depending on the future ownership or operational outcomes are the repair of the flue of the fireplace chimney and the repair of the recreation hill pump house operations. These past year physical plant occurrences are on the list of maintenance items that will be addressed when we have further defined our future status.

I'd like to change pace and perspective as we move to the next item on the agenda, which is a presentation by Ric Ahern and Steve Kaufmann who represent the Telemark Partners, LLC with whom we have been actively conversing with over the past several months. Following their presentation and leading into our lunch break we will open the floor for questions and comments on the topics that has been presented to this point.

Later in the afternoon program at the end of the presentations there will be a general topic question and comment period. Moving along to the next agenda item, Ric and Steve the podium is yours.

End of Opening Remarks

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