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CHCA EXECUTIVE COMMITTEE MEETING MINUTES
Executive Committee Members Present: Lou Aiello (At-Large), Ed Berg (At-Large), Moss Disston Executive Committee Members Excused: Jane Becker (At-Large) and Jane Piotrowski (VP Social Board Members Present: Jim Foster, Meredith Sonderskov, Ann Spaeth, and Walter Sullivan Others Present: Ed Feldman, Pete Mazzaccaro (CH Local Editor), Martha Sharkey (Community
Tolis Vardakis called the meeting to order at 7:35 PM. Noreen Spota conducted the roll call. Approval of Minutes. There was a motion to approve the Executive Committee meeting minutes from December 13, 2007 as submitted. This motion was seconded and passed unanimously. Report from Treasurer. Moss Disston noted that due to bookkeeper Sue Kowert’s continued absence from work recuperating from surgery, no financial statements have been prepared for the Association and Fund as of 11/30/07. (A preliminary Income Statement for the Local as of 11/30/07 was distributed at the Board meeting on December 27.) Moss then reported that copies of the grant applications were provided to Budget and Finance Committee members at their meeting on January 8. Approximately $110,000 has been requested, and several of the applications were from programs that have not applied before or in recent years. For the first time, grant applicants are being asked what percentage of their operating income they are requesting from the Fund. At least two sessions will be held for the purpose of interviewing the applicants (during the evenings of January 15 and January 21). Ron Recko emphasized the importance of ensuring that all of the organizations receiving grants are 501(c)(3) organizations; Ed Berg suggested that it will be up to the Fund Trustees to satisfy themselves that this is the case. Report from Vice President, Social Division. Due to the absence of Jane Piotrowski, there was no report. Report from Vice President, Physical Division. Ned Mitinger reported that the Land Use Planning and Zoning Committee did not hold its January meeting. Joanne Dhody, Aesthetics Committee Chair, will give a 5-minute presentation at the January Board meeting to describe the committee’s new approach. The Traffic, Transportation, and Parking Committee will meet later this week. It was noted that the Tree House Play Café is not presenting anything new this month. Report from Vice President of Operations. Dina Hitchcock stated that operational issues would be covered by Martha Sharkey. Report from Community Manager. Martha Sharkey distributed and reviewed her report, which covered the following topics: 1) Fund Drive ($41,876 was raised as of January 4); 2) community relations; 3) renovations at Fabrics on the Hill; and 4) various office issues, including the new telephone system, payment of the 401(k) employer contribution through March 31, 2007, and the hiring of a temporary bookkeeper to fill in for Sue Kowert. In Sue’s absence, Martha has been taking care of payroll and generating checks to pay necessary bills. Ned Mitinger stated that the minutes should reflect appreciation for Martha’s efforts to fill in for Sue. Old Business. Reconsideration of Previous Meeting Minutes. Ann Spaeth distributed a memo to the members of the Executive Committee requesting a reconsideration of the October 11, 2007 and November 8, 2007 meeting minutes. Item #1. October 11, 2007 Executive Committee meeting minutes, page 3, paragraph 3: replace existing paragraph with the following: “Oversight Committee/Banking Issue. Ann Spaeth, referring to the August 9, 2007 Executive Committee meeting minutes, expressed her concern that the statements by Dina Hitchcock recorded in those minutes imply that Jim Foster, as Chair of the Oversight Committee, was not authorized to seek information from the bank regarding the CHCA’s line-of-credit since he did not provide the bank with written authorization from an officer of the Association. Ann said that such an implication is incorrect. The Oversight Committee was authorized by the Board to seek out all necessary information to inform the Board of the CHCA’s financial situation. Mr. Foster acted entirely within his province in this matter. If the bank needed such written authorization, it should have requested such of Mr. Foster, and the appropriate officers would have signed such authorization. Denial of such authorization by any officer or officers would have been a violation of the Board’s charge to the Committee and of their own obligation as officers to honor Board decisions.” After some discussion, the above revision was approved with 5 votes in favor and 3 abstentions (Tom Fleming, Dina Hitchcock, and Anne McNally). Item #2. November 8, 2007 Executive Committee meeting minutes, page 2, paragraph 2 (beginning with the words “Subsequent review” and ending with the words “October 11th meeting”): delete this paragraph and replace it with the initial draft containing Noreen’s notes: *[Note: After the meeting I was able to determine that Ann Spaeth was actually referring to the August 9, 2007 Executive Committee minutes, which stated the following at the bottom of page 2 (discussion of audits): “Regarding the ‘$300,000 line of credit’ cited by Ron Recko, Dina Hitchcock produced documentation that this was a typographical error (referring to an actual $30,000 line of credit) that appeared in an audit several years ago and was copied into the 2006 audit prepared by Mr. Jebran. Dina also stated that Jim Foster, Oversight Committee Chair, did not obtain proper authorization from the CHCA officers prior to examining the bank records (the banks have been apologetic regarding this breach of security).”] After some discussion, the above revision was approved with 1 abstention (Kristina Sullivan). There was also discussion about how detailed the meeting minutes should be, in general. Ed Berg offered a motion (a recommendation to the full Board) that Executive Committee meeting minutes and Board meeting minutes should reflect actions and decisions only, and that the proceedings can be recorded for those wishing greater detail. This motion was approved, with 7 votes in favor and 1 vote opposed (Ron Recko). Some of the points raised in the ensuing discussion included: there may be legal implications with respect to the recording of meetings; people can come to the meetings if they want all the details; detailed minutes are important for audits of non-profits; and advice regarding this last point can be obtained from our auditors. Ed Berg offered a motion to record future meetings if this is determined to be legal. This motion was approved, with 7 votes in favor and 1 abstention (Dina Hitchcock). Ed Feldman offered to purchase the recording equipment. It was also noted that the Board (not the Executive Committee) should decide about its own minutes. Ed Berg revised his original motion, and proposed that Executive Committee meeting minutes should reflect actions and decisions only. This motion was approved, with 7 votes in favor and 1 abstention (Ron Recko). New Business. Improvements in Chestnut Hill. Meredith Sonderskov introduced this topic, citing “A Student’s Guide to Chestnut Hill” printed four years ago. It was noted that many of the suggested improvements have since been made, thanks to the efforts of the CHCA, the Business Improvement District, and the Business Association. There was some discussion about trash not being collected at the Top of the Hill Plaza and possible actions by the Aesthetics Committee and the Business Association to address this issue. CHCA/Local Employee 401(k) Plan. Ron Recko introduced this topic, which led to a discussion about how to obtain the necessary funds for the employer contribution. Some of the points raised included: asking the Fund Trustees for the money (e.g., by forgiving the $31,000 loan to the Local); the responsibility of the Local to be self-sustaining; the idea of putting funds for the employer contribution in escrow until payments must be made; and long-range financial planning for the CHCA, Local, and Fund, especially considering that funding of the Administrative Coordinator’s compensation by a generous benefactor is temporary. Letter from Montgomery, McCracken Law Firm. Jim Foster distributed copies of a letter from Montgomery, McCracken, Walker & Rhoades addressed to Jean Hemphill (President of the Chestnut Hill Community Fund) dated December 18, 2007, requesting the following CHCA, Local, and Fund records for the fiscal year ending March 31, 2006: 1) The organizations’ consent that we may review the auditor’s work papers including, but not limited to, the permanent files, the analysis files, the administrative files, the report files, the tax returns (1120s and/or 990s), and the tax files; 2) Computer disks or computer hard drives that contain the organizations’ cash receipts journals, cash disbursements journals, general journals, purchase journals, and payroll journals; 3) All bank statements for all accounts for each organization; 4) All canceled checks for all accounts for each organization; 5) All wire transfers for all accounts for each organization; 6) All invoices sent to customers and pledge confirmations, if any, sent to contributors for each organization; 7) All invoices received from vendors and other service providers for each organization; 8) Each organization’s remittance advices; 9) Each organization’s acknowledgements or thank you letters sent to contributors; 10) Each organization’s grant documents including, but not limited to, all applications, award letters, receipts, and other supporting documentation; 11) A list of all employees for each organization; 12) A list of all Board members, including their professions and places of employment and/or business, for each organization; and 13) Minutes of all Board of Directors, Committee, and Subcommittee meetings for each organization. In the ensuing heated discussion, Tolis Vardakis and Dina Hitchcock maintained that previous requests were for the general ledger and cancelled checks, and that these documents were provided during the week of December 10. Jim Foster argued that there has not been adequate cooperation to provide the records requested on December 18, and the delay is unacceptable. Several Executive Committee members questioned the motives of the Board members engaging the law firm. No action was taken by the Executive Committee at this time. There being no further business, the meeting was adjourned at 9:50 PM. Minutes prepared by Noreen Spota, Administrative Coordinator, on 1/22/08. Respectfully submitted on 1/23/08 by: Kristina Sullivan Approved by the Executive Committee without amendment on 2/13/08.
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