MINUTES

Board Members Present: Louis Aiello, Anne Anderson, AnnMarie Arment, Robert Bacino, Jane
Becker, Margaret Brunton, Carol Cope, Mary Anna Ross Cowper, Tony Crist, Brian DeCesare, Joanne Dhody, Stewart Graham, Thomas Hemphill, Michael Hickey, Dina Hitchcock (VP Operations), Eileen Jacobs, Mark Keintz (Treasurer), Marie Lachat, Pamela Learned, Virginia Mallery, Janice Manzi, Anne McNally, Margaret McNally, Ned Mitinger (VP Physical Division), Patrick Moran, Fran O’Donnell, Christopher Padova, Marilyn Paucker, Cathy Pimpinella, Jane Piotrowski (VP Social Division), Joseph Pizzano, Susan Pizzano, Ron Recko (Immediate Past President), Rob Remus, Robert Rossman, Brian Rudnick, Meredith Sonderskov, Jonathan Sternberg, Kristina Sullivan (Secretary), Pam Thistle, Brien Tilley, and Tolis Vardakis (President)

Board Member Excused: Kathleen Jones

Board Members Absent: Miguel Castaneda and Marianne Dwyer

Others Present: Melinda DeCesare, Philip LeCalsey (CHCA Community Manager), Pete Mazzaccaro
(CH Local Editor), Ann Ward Spaeth, Eric Spaeth, George Spaeth, Noreen Spota (CHCA Administrative Coordinator), and Greg Welsh

Tolis Vardakis called the meeting to order at 7:35 PM and asked for a moment of silence. Noreen Spota conducted the roll call. In the absence of Kathy Jones, Tolis asked Stewart Graham to serve as this meeting’s parliamentary advisor. Mary Anna Ross Cowper was welcomed back to the Board.

Approval of Agenda. Ron Recko expressed concern that one of the items on the agenda, an executive session update on personnel matters, was not specific enough and therefore was in violation of the bylaws. He stated that since the executive session will be a review of the Editor’s job performance, this is what should have appeared on the agenda as publicized in the Local. He suggested that this agenda item be tabled until next month’s Board meeting. There was a motion to remove the executive session from the agenda; this motion was seconded but did not pass, with 11 votes in favor and 21 votes opposed. There was a motion to approve the agenda without amendment; this motion was seconded and passed.

Approval of Minutes. There was a motion to approve the Board meeting minutes from December 18, 2008 as submitted; this motion was seconded and passed with 22 votes in favor, 1 vote opposed, and 11 abstentions. Virginia Mallery and Ron Recko expressed concern that not enough time was provided for Board members to review the minutes, and Ron added that those who did not attend the meeting in question should abstain from voting to approve the minutes.

Addition of Task Force Members. Patrick Moran, chair of the task force responsible for implementing the recommendations of the ad hoc committee addressing the Local’s finances, offered a motion to add Anne Anderson and AnnMarie Arment to the task force. This motion was seconded and passed with one abstention (Chris Padova).

Election of Nominating Committee Members. A ballot was circulated with the names of all Board members (except for the current CHCA officers) along with information about the Nominating Committee taken from the CHCA bylaws. This year’s committee will be chaired by Immediate Past President Ron Recko. Noreen Spota explained the voting procedure and it was determined who among those present was interested in remaining on the ballot for the Nominating Committee. The votes were tabulated by Ron Recko and Philip LeCalsey; the people elected to serve on the committee (the four highest vote-getters) were Brian DeCesare, Mike Hickey, Janice Manzi, and Cathy Pimpinella. The vote totals were as follows: Mike Hickey 32, Brian DeCesare 29, Cathy Pimpinella 28, Janice Manzi 23, Anne Anderson 10, Meredith Sonderskov 9, Margaret Brunton 8, Joe Pizzano 7, Susan Pizzano 6, Eileen Jacobs 5, and Kathy Jones 3.

Approval of List of Non-Profit Organizations. A list of non-profit organizations, most of them located in Chestnut Hill, was circulated for approval by the Board. (Once approved, the list is used by the Nominating Committee to select those organizations and schools that will have representation on the Board.) After some discussion, the list was approved with the addition of the Lutheran Seminary. Staff members were asked to contact all of the organizations on the list to make sure the addresses are current.

Approval of Traffic, Transportation, and Parking Committee Mission Statement. A copy of the revised TTP mission statement was sent to Board members for review prior to the meeting. There was a motion to approve the mission statement; this motion was seconded and passed unanimously.

Appointment of Search Committee for the Local’s Business Manager/Associate Publisher. There was a motion to appoint a Search Committee for the Local’s Business Manager, chaired by Bob Rossman with committee members Miguel Castaneda, Tony Crist, Mark Keintz, Pam Learned, Cathy Pimpinella, and Brien Tilley. This motion was seconded. Committee members were asked to briefly describe their business experience. In the ensuing discussion, points that were raised included:

Was anyone with publishing experience considered to serve on this committee?
How will the new Business Manager/Associate Publisher position be funded?
The Business Manager/Associate Publisher will be responsible for finding ways to reduce expenses and increase revenue at the Local in order to find the money for his or her salary.
The Business Manager/Associate Publisher will be a “peer” of the Editor and will not report to the Editor.

After this discussion, the motion to appoint the Search Committee was approved unanimously. A copy of the job description for “Associate Publisher” (draft dated 1/22/09) was distributed to the Board. The Search Committee will invite input from the Editor and various Department Managers at the Local to help develop the job description and speak with the job candidates.

Report on Proposed Election Procedure Changes. Patrick Moran, chair of the Ad Hoc Election Procedures Committee, e-mailed materials to the Board for review on January 16. (He mentioned the other committee members Pam Learned, Chris Padova, Cathy Pimpinella, Jane Piotrowski, Bob Rossman, Ann Spaeth, and Kristina Sullivan.) Various committee members spoke about the specific issues addressed by the committee, including some on which there was disagreement. Pat asked that Board members review the proposed election procedures carefully prior to considering them for approval at next month’s meeting. The committee was thanked for their efforts.

Report on Proposed Bylaws Amendments. A preliminary report from the 2008-09 Bylaws Committee was sent to the Board for review in advance of this meeting. Mark Keintz, Bylaws Committee Co-Chair, reviewed the report and encouraged Board members to attend the final meeting of this year’s committee, which will be held on Thursday, February 5th. Various proposed amendments were briefly discussed. Ann Spaeth distributed copies of her proposal to reduce the size of the Board by eliminating Interlocking, Institutional, and Student Directors. Brian Rudnick requested a “straw vote” on the idea of amending the bylaws to include an “Institutional Director” for the Local on the Board; there were 9 votes in favor of this idea, 14 votes opposed, and 11 abstentions. Carol Cope observed that even if the Bylaws Committee does not approve this idea, Brian can offer a motion at the February Board meeting.

Report from Treasurer. Mark Keintz distributed copies of the balance sheets and income statements for the CHCA and Local as of 12/31/08. The reports were reviewed and concerns were discussed. Mark pointed out that there is no capital line item, no employer contributions have been made to the 401(k), the Local is not paying down two of its three loans, legal expenses are already over budget, and it’s possible that the Local’s advertising income may be overstated due to problems with accounting software. Brian Rudick expressed his belief that all legal expenses should be paid by the Association, not the Local, and that a legal opinion should be sought concerning which entity should be charged. Mark’s response was that for accounting purposes, the Association and Local are one company. Ned Mitinger suggested that brief financial reports should be published in the Local.

Report from Vice President, Physical Division. Ned Mitinger and Patrick Moran expressed their concern about a railing that has been installed at the intersection of Germantown Avenue and Cresheim Valley Road. According to the Fairmount Park Commission, the railing was built for risk management because a moat was created by the recent PennDOT construction project.

Report from Vice President, Social Division. Jane Piotrowski announced that the CHCA Blood Drive will be held on Monday, February 23 from 1-7 PM at St. Paul’s Episcopal Church, and she circulated a volunteer sign-up sheet for those interested in donating blood or making phone calls to solicit donors. Jane then stated that she will no longer chair the Membership Committee, and offered a motion for the Board to appoint Tony Crist as the new Membership Committee Chair. This motion was seconded and passed unanimously. Jane reminded the Board that the next CHCA Health Forum, titled “The Weight is Over,” will be held on Thursday, January 29 at Chestnut Hill College. A Town Watch training session was held last night at the Library; Chris Padova will e-mail a report to the Board about this.

Report from Vice President of Operations. Dina Hitchcock announced that the CHCA Annual Meeting will be held on Wednesday, April 22 at the Presbyterian Church of Chestnut Hill.

Report from Community Manager. Philip LeCalsey distributed copies of his report, which included updates about the following topics:

Net income from the Holiday House Tour should fall between $19,500 and $20,000 depending on a few outstanding revenue and expense items.
As of 1/22/09, the Community Fund Drive has raised $51,932, which is $1,000 more than as of 1/30/08.
The smoke and fire alarm system in the office will be updated.
The CHCA Blood Drive will be held on 2/23/09 from 1-7 PM at St. Paul’s Episcopal Church.
Chestnut Hill Hospital plans to bring back the Main Street Fair, and Philip will assist in the planning process along with Marie Lachat and Jane Piotrowski.

Meredith Sonderskov urged Board members to donate to the Fund Drive and distributed copies of a recent article from the Philadelphia Inquirer about the phenomenon of “naturally occurring retirement communities” to meet the needs of growing numbers of older adults.

At 9:28 PM, Dina Hitchcock offered a motion that the Board go into executive session for “an update on personnel matters”; this motion was seconded. In the ensuing discussion, points that were raised included:

This topic should be done in an open session since such proceedings end up being reported in the Local anyway.
More specifically, is this an employee performance review?
A performance review is properly done in executive session to protect the employee; a public performance review of any employee is unwise.
The Executive Committee reviewed the Editor’s job performance in June and December 2008.
These performance reviews were not completed.
The Board meeting agenda listing in the Local should be as specific as possible; a performance review is different from “an update on personnel matters.”
None of the questions addressed to the Editor in a recent e-mail were discussed by the Executive Committee, and the majority of the questions referred to what is being published in the Local.
The Board should not be required to decide prior to an executive session what will be decided at the executive session.
What is planned seems more like an interrogation rather than a performance review.
A performance review conducted by many people may be more objective than a review conducted by one non-objective person.
It is inappropriate for a large Board to conduct a performance review.

There were two motions to call the question (stopping discussion), requiring a 2/3 majority to pass. The first of these motions was seconded and received 15 votes in favor and therefore did not pass. The second of these motions was offered at 9:50 PM, was seconded, and passed with 31 votes in favor. The motion to go into executive session subsequently passed, with 27 votes in favor. Except for Pete Mazzaccaro, all of the people at the meeting who are not members of the Board were asked to leave the meeting.

After the executive session, due to the late hour, the meeting was adjourned at 11:45 PM.

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, on 2/2/09.

Respectfully submitted on 2/12/09 by:

Kristina Sullivan
CHCA Secretary

Approved by the Board of Directors as amended on 2/26/09.