Chestnut Hill Library
Thursday, January 25, 2007

MINUTES

Board Members Present: Elaine Aiello, Lou Aiello, Bob Bacino, Jane Becker, Dick Becker, Tia Burke, Carol Cope, Maryanna Ross Cowper, Joanne Dhody, Maxine Dornemann, Janine Dwyer, Marianne Dwyer, Ed Feldman, Tom Fleming, Jim Foster, Stewart Graham, Jeremy Heep, Tom Hemphill, Dina Hitchcock, Nancy Hutter, Kathy Jones, Marie Lachat, Howard Lesnick, Sarah Maneely, Ned Mitinger, Stan Moat, John O’Connell, Christopher Padova, Jane Piotrowski, Joe Pizzano, Susan Pizzano, Ron Recko, Gina Sannicandro, Meredith Sonderskov, Ann Spaeth, Jonathan Sternberg, Kristina Sullivan, Walter Sullivan, and Lisa Sullivan-Mancuso

Board Members Excused: Matthew Engebrethson, Bright Judson, John Levitties, Virginia Mallery, George Roitzsch, Frank Steel, and Sister Carol Jean Vale

Board Members Absent: James Gleason, Janice Manzi, Anne McNally, and Kip Powell

Others Present: Jim Albrecht (Ad-Hoc Committee Member), Ed Budnick (Interim Community Manager), Dick Doyle (Ad-Hoc Committee Chair), David Fielding, Jean Hemphill, Mark Keintz, Doug Knauer, Linda Littlejohn, Matthew Mancuso, Pete Mazzaccaro (CH Local Editor), Rujean Mitinger, Judy Morgan, Dottie Sheffield (Ad-Hoc Committee Member), Ed Sheffield, George Spaeth, Noreen Spota (CHCA Administrative Coordinator), and Tolis Vardakis (Bylaws Committee Co-Chair)

President Ron Recko called the meeting to order at 7:32 PM. Secretary Ann Spaeth conducted the roll call.

Approval of Agenda. Maryanna Ross Cowper offered a motion to approve the agenda. This motion was approved unanimously.

Approval of Minutes. The minutes from the Board meeting held on November 30, 2006 were approved as submitted.

Introduction of Proposed Bylaws Changes. A report titled “Bylaws Committee Summary to the Board of CHCA” was distributed. This summary includes 12 proposed bylaws amendments and one non-bylaw recommendation for the Board’s consideration. A complete record of the Bylaws Committee meetings will be in a binder at Town Hall. Tolis Vardakis, Bylaws Committee co-chair, requested that the Board review the proposed amendments so that they can be discussed and voted on at the February meeting. The proposed amendments will be published in the Local and considered by the general membership at the annual meeting.

Report from Ad-Hoc Committee. Ron introduced Dick Doyle, who chaired the ad-hoc committee formed to investigate the conflict between Richard Snowden/Bowman Properties and the CHCA. Since the final report of this committee, 27 pages in length, was distributed to the Board on the afternoon of January 25, Ron noted that it could not be discussed at this meeting; however, he said that he had read the report and that it was very well done. Dick Doyle introduced the other ad-hoc committee members: Jim Albrecht (who wrote the report), Tom Fleming, Kathy Jones, and Dottie Sheffield, all with different backgrounds and perspectives. Tom added that the committee worked very well together on this difficult challenge to prepare a fair appraisal of the issues. Dick read from the first page a six-point summary of the report, and Ron read the epilogue. This was met with applause.

Millman Street and Crittenden Street Variances. Susan Pizzano offered motions to approve variances for these two residential projects which had gone through the Development Review Committee and the Land Use, Planning, and Zoning Committee. These motions passed unanimously.

State Grant for Repair of Tree Lights. Ned Mitinger stated that the Board needs to approve a letter of agreement with the BID in order to reimburse them for the work that was done (the state grant was for $15,000). Various Board members expressed concern that most of the lights were placed on the tree trunks instead of the branches. Ned explained that most of the branches were not lit this year because significant branch trimming needs to be done. A motion to enter into a letter of agreement and pay the BID passed, with one vote opposed.

Oversight Committee Report. A document titled, “Report and Recommendations of the CHCA Oversight Committee, January 25, 2007” was distributed to the Board (the full report is a supplement to these minutes). Jim Foster, committee chair, stated that questions regarding the functions of the Fund Trustees were submitted to Tom Butler in December, but there has been no response as yet. Mark Nottingham, an advisor to the Fund Trustees and manager of the Merrill Lynch account, has also been interviewed. It was found that reporting to the Board was not done on a regular basis in recent years and that the Board did not provide any oversight to the actions of the Fund Trustees. In the midst of a heated discussion about various findings mentioned in the report, some Board members questioned whether the purpose of the committee and its report is to punish past actions or to provide guidance for future CHCA administrations and Fund Trustees. Nancy Hutter offered a motion to approve the recommendations of the report except for #4, which would need further review. At this point various Board members expressed the need for more time to review the entire report prior to approving any of its recommendations. Nancy then withdrew her previous motion and stated that further discussion regarding the report should be tabled. This motion was seconded by Tom Fleming and passed unanimously.

Sale of 8431 Germantown Avenue. Maryanna Ross Cowper referred to the resolution that was approved by the Board at its special meeting on January 10, 2007. She read aloud the four points and asked whether we were doing anything to void the sale of the building. Ron explained that several attorneys were consulted and their opinion was that the chance of this succeeding was less than 40 percent because the buyer has legal rights that transcend our concerns with the Fund Trustees. Lisa Sullivan-Mancuso asked whether the Pennsylvania Attorney General should be notified about the actions of the Trustees, and Jim Foster pointed out that the Trustees are indemnified by CHCA’s insurance policy.

Election of Fund Trustees. Jane Becker offered a motion to remove the three current Trustees (Tom Butler, Hugh Johnston, and James Sicks) and elect three new ones. This motion passed unanimously, with one abstention (Howard Lesnick, who pointed out that the Board may not be authorized to remove Trustees). Tolis Vardakis read from the Declaration of Trust and it was determined that this document does not address the process of removing Trustees. (A copy of the Fund Bylaws has not yet been located.) Nancy Hutter listed the candidates to fill the available positions on the Trustee Committee: WW. Keen Butcher, Jean Hemphill, Stan Moat, Ned Putnam, and Fred Walker. All of the candidates were vetted by the Trustee Nomination Review Committee. Susan Pizzano offered a motion to approve all five of the candidates, and Kathy Jones amended this motion to specify a term of three years. This motion was seconded by several people and passed unanimously.

Fund Drive. A form was circulated asking for volunteers to make telephone calls for the Fund Drive.

Election of Nominating Committee. A memorandum was circulated to the Board listing the candidates for this year’s Nominating Committee. Lou Aiello suggested that this issue be tabled until the next Board meeting, which will be held on February 22, 2007.

List of Non-Profit Organizations. A list of non-profit organizations located in Chestnut Hill was distributed to the Board. This list was updated by Ann Spaeth and approved by the Board. It will be used when the Nominating Committee selects candidates for up to six Institutional Director positions to be elected by the Board at its meeting in March.

Report from Treasurer. Due to the late hour, Ned Mitinger offered to send his report to the Board via e-mail. Financial statements for the Association, Fund, and Local dated December 31, 2006 were sent to the Board via e-mail on January 22, 2007.

New Business. It was announced that CHCA will host a forum for the Mayoral candidates on the evening of Monday, February 26, 2007 at the United Cerebral Palsy Center. This session will be moderated by John O’Connell and have panelists from the New York Times and the Philadelphia Daily News.

Having run out of time, the meeting was adjourned at 10:07 PM.

Respectfully submitted,
Ann Ward Spaeth
CHCA Secretary

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, and approved by the Board of Directors on 2/22/07.