Christ Ascension Lutheran Church
Thursday, January 11, 2007

MINUTES

Executive Committee Members Present:

Lou Aiello (VP Operations), Maxine Dornemann (Immediate Past President), Janine Dwyer
(At-Large), Tom Fleming (At-Large), Jim Foster (At-Large), Tom Hemphill (At-Large),
Nancy Hutter (At-Large), Ned Mitinger (Treasurer), Jane Piotrowski (VP Social Division),
Susan Pizzano (VP Physical Division), Ron Recko (President), and Ann Spaeth (Secretary)

Executive Committee Members Absent: None

CHCA Board Members Present: Bob Bacino, Ed Feldman, Dina Hitchcock, Kathy Jones,
Howard Lesnick, Virginia Mallery, Christopher Padova, Joseph Pizzano, Meredith Sonderskov, Kristina Sullivan, and Walter Sullivan

Others Present: Ed Budnick (Interim Community Manager), Pete Mazzaccaro (CH Local Editor),
Eileen Reynolds, Scott Robinson, and Noreen Spota (CHCA Administrative Coordinator)

Ron Recko called the meeting to order at 7:35 PM. Ann Spaeth conducted the roll call.

Sale of 8431 Germantown Avenue. Ron Recko gave an opening statement. The Fund Trustees wanted to go through a broker to sell the building, but the recommendation from Ron to Tom Butler, the Chair of the Fund Trustees, was to sell without using a broker. The difference between the Bowman Property and Goldenberg Group bids was reduced from $250,000 to $150,000 and ultimately to $20,000. Ron said he told Butler that there was no need to rush into selling the building, but Richard Snowden told the Trustees that he wanted to sign the sales agreement no later than January 10. Ron believes that the deal was intended to go to Snowden no matter what the wishes of CHCA. We needed a sales agreement which included the following conditions: 1) no “for lease” signs will be put up; 2) the parking lots owned by Bowman Properties will be made available for use again; and 3) the number of vacant properties on Germantown Avenue will be minimized. The actual sales agreement contained none of these contingencies. The CHCA Board should seek legal counsel and try to nullify the sale because 1) at the time of these deliberations there was only one legitimate trustee (Butler), who cannot act unilaterally, and 2) Bowman Properties has not acted as a “good neighbor” to Chestnut Hill; the empty storefronts all belong to them.

Ron pointed out that the CHCA Board has truly unified around this issue. He read the resolution which was overwhelmingly approved by the Board at the previous night’s special meeting (January 10): “1) We believe and therefore declare that the appointment of the two additional trustees to the Chestnut Hill Community Fund in January 2007 was not in conformance with the Declaration of Trust and is therefore invalid. 2) We believe and therefore declare that the agreement of sale of the property at 8431 Germantown Avenue that was apparently signed today is invalid. 3) We request that the remaining trustee, Mr. Butler, take all reasonable and necessary steps to reverse the agreement of sale of the property at 8431 Germantown Avenue that was apparently signed yesterday. 4) We resolve to promptly engage a qualified trust attorney to apprise the Board of its options in light of the above.” Ron went on to say that the committee charged with resolving the conflict between Richard Snowden and the CHCA/Local has not abided by the rules (e.g., input from certain developers who were not supposed to attend the committee meetings; Richard Snowden himself attending three of the meetings instead of just one). Jim Foster met with Tom Butler on December 13, 2006 in order to find out how the Trustees operated. Butler agreed to answer a series of questions for the benefit of the CHCA Oversight Committee, but the answers were never received by CHCA. Tom Fleming pointed out that it was unacceptable that the Board was not informed about the operations/procedures of the Trustees all along. Jim proposed that CHCA immediately hire a qualified trust attorney in order to get a judge to issue an injunction and prevent the transfer of title, since the information needs to be reviewed in another venue. Howard Lesnick stated that it could take at least six months to get before a judge in Philadelphia. Walter Sullivan stated that Bowman Properties will spend a lot of money to win this battle; the assets of the Fund will be at risk, and we are obliged to indemnify our Trustees. He believes that our winning is a long shot and that we could end up spending a lot of money to pursue legal remedies. Ned Mitinger emphasized that we need to establish an upper limit in the amount of money we are willing to spend on this effort.

Approval of LUPZ Guidelines. Susan Pizzano reported that the Land Use, Planning, and Zoning Committee wishes to reduce the number of its members to eight in order to make a quorum easily achievable (one third equals three members for a quorum). In addition, the Development Review Committee has made some progress in streamlining its review process. The variance requested for 8300 Crittenden Street was approved by LUPZ and will be considered at the Board meeting on January 25. Regarding the 8336 Millman Street renovations, the neighbors came to an agreement, and this variance request will also be considered at the next Board meeting. Ed Feldman asked whether Commerce Bank signage is in compliance with City regulations and its agreement with the CHCA. Susan answered that Larry McEwen, Co-Chair of the DRC, is investigating this. Ed then asked whether it is possible to take action proactively to prevent another bank from moving into Chestnut Hill, and Jim Foster responded that zoning regulations include a provision to prevent “too many” of a specific type of business from locating in a small area (e.g. “we’re over-banked”).

Report from Trustee Nomination Review Committee. Nancy Hutter distributed a written report from this committee, whose members include Nancy (serving as Committee Coordinator), Lou Aiello, Ned Mitinger, Ron Recko (ex-officio), and attorney Mark Sellers. The report reads as follows: “The Trustee Nomination Review Committee met on January 9th to review the qualifications of the candidates who had submitted their names to serve as Trustees for the Chestnut Hill Community Fund. The candidates’ qualifications had been circulated to the Committee over the holidays and due consideration was given to each applicant. A proposed slate was chosen at our January meeting and we are pleased to submit the following nominees to the Executive Committee for review and ratification. The slate will then be presented to the full Board of the CHCA on January 25th for their approval. The slate is as follows: Jean C. Hemphill, Esq., W.W. Keen Butcher, Stanley F. Moat, Edward B. Putnam, and Frederick Walker, III. The biographies and qualifications of the members of the proposed slate are on file in the office of the CHCA and are available to any person who wishes to review them. The Committee can vouch that each member is superbly qualified to serve as a Fund Trustee, is a long-time member of the Chestnut Hill Community, and will abide by the Declaration of Trust which guides the Trustees in all decisions.” Susan Pizzano emphasized the importance of the Trustees supporting the principles stated in the Declaration of Trust. Virginia Mallery responded that the Trustee nominees do understand the community and its issues. Jim Foster and Ed Feldman said that the Trustees must be required to attend meetings and submit reports regarding their activities. Nancy Hutter noted that the Bylaws Committee was preparing a bylaw amendment to address this concern. Howard Lesnick suggested that perhaps now may not be a good time to appoint new Trustees. After some discussion, Susan Pizzano offered a motion that consideration of this slate should be tabled until the CHCA annual meeting in April. Janine Dwyer offered an amendment that the Board consider Jean Hemphill and Stan Moat to begin their terms immediately. This amended motion was seconded by Tom Fleming and passed unanimously.

Report from Treasurer. Ned Mitinger stated that grant applications will be reviewed, and program representatives interviewed, at the next meeting of the Budget and Finance Committee on January 17. The grant proposals will be discussed at the February 22 Board meeting and the March 8 Executive Committee meeting. Budget decisions for the next fiscal year (April 1, 2007 through March 31, 2008) will be made at the March 22 Board meeting. Ned expressed his hope that the audit of the previous fiscal year (ending March 31, 2006) will be completed by next week, and that a financial report can be published in the Local. He also explained that we may be searching for a new accountant who is able to complete our audits in a more timely fashion. Jim Foster requested an accounts receivable aging report for the CHCA and Local and said that having quarterly balance sheets would be worthwhile.

Grant from Pennsylvania Humanities Council. Ed Budnick introduced Scott Robinson, who is organizing a concert to be held at St. Martins Church on February 3, 2007. This concert will be funded by a $1,000 grant from the Pennsylvania Humanities Council through the Chestnut Hill Community Fund, since the Fund is a 501(c)(3) organization. The concert will be advertised as a presentation of the Fund and $210 is allocated for advertising in the Local. Tom Fleming offered a motion to approve the signing of this contract. This motion was seconded by Jim Foster and passed. Ed Budnick, as Interim Community Manager, will sign the contract.

Search Committee for a Permanent Community Manager. Lou Aiello reported that the Search Committee began with 60 resumes and will narrow down the field to eight candidates by next week.

Election of Nominating Committee. Ann Spaeth reminded the Executive Committee that the election of this year’s Nominating Committee should take place at the January 25th Board meeting. Ron stated that this issue would be added to the agenda.

New Business. Ron Recko reported that the Chestnut Hill Health System is expanding its facilities as part of its newly revised Master Plan. They are seeking three people, recommended by the CHCA Board, to advise them as they go through the LUPZ review process. Ned Mitinger suggested that landscape architects may have worthwhile expertise for the hospital’s planned expansion. Ron said that he would appoint three people at the Board meeting on January 25th.

Proposed Revision of CHCA Bylaws. Walter Sullivan reported that proposals from the Bylaws Committee will be shared with the Board prior to the January 25th meeting. Another possibility is that the Board would conduct a special meeting devoted exclusively to the bylaws, since there will not be enough time to discuss the proposals at the January Board meeting.

The meeting was adjourned at 9:40 PM.

Respectfully submitted,

Ann Ward Spaeth
CHCA Secretary

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, and approved by the Executive Committee on 2/8/07.