Chestnut Hill Library

Thursday, February 22, 2007

MINUTES

Board Members Present:

Elaine Aiello, Lou Aiello, Jane Becker, Dick Becker, Ed Berg, Tia Burke, Carol Cope,

Maryanna Ross Cowper, Joanne Dhody, Maxine Dornemann, Janine Dwyer, Marianne Dwyer, Tom Fleming, Jim Foster, James Gleason, Stewart Graham, Jeremy Heep, Tom Hemphill,

Dina Hitchcock, Nancy Hutter, Kathy Jones, Bright Judson, Marie Lachat, Howard Lesnick,

John Levitties, Virginia Mallery, Sarah Maneely, Anne McNally, Ned Mitinger,

Christopher Padova, Jane Piotrowski, Joe Pizzano, Susan Pizzano, Ron Recko,

Meredith Sonderskov, Jonathan Sternberg, Kristina Sullivan, Walter Sullivan, and

Lisa Sullivan-Mancuso

Board Members Excused: Bob Bacino, Ed Feldman, Janice Manzi, John O’Connell, Ann Spaeth,

Frank Steel, and Sister Carol Jean Vale

Board Members Absent: Matthew Engebrethson, Kip Powell, George Roitzsch, and Gina Sannicandro

Others Present: George Acevedo and Janet Wilson (Cafette), Ed Budnick (CHCA Interim Community

Manager), Jean Hemphill (Fund Trustee), Mark Keintz, Pete Mazzaccaro (CH Local Editor),

Stan Moat (Fund Trustee), Judy Morgan, Van Potteiger (Architect for Borders Books), Noreen Spota (CHCA Administrative Coordinator), and Tolis Vardakis (Bylaws Committee Co-Chair)

President Ron Recko called the meeting to order at 7:32 PM. In Ann Spaeth’s absence, Noreen Spota conducted the roll call.

Approval of Agenda. Dina Hitchcock offered a motion that the Physical Division agenda items be addressed first. This motion was seconded and passed.

Approval of Minutes. The minutes from the Board meeting held on January 25, 2007 were approved with a revision submitted by Dina Hitchcock.

Variance Request from Cafette Restaurant. Susan Pizzano reported that L&I recently “discovered” that Cafette offers outdoor dining. The restaurant has applied for a variance that requests continued use of the existing outside dining area. The CHCA Development Review Committee has approved this request; a motion was made, seconded, and passed by the Board to do the same. A letter of support will be sent to the Zoning Board of Adjustment.

Interlocking Director Appointments. Ron Recko appointed Jane Piotrowski as the CHCA representative to the Chestnut Hill Historical Society, Susan Pizzano as the CHCA representative to the Chestnut Hill Business Association, Janine Dwyer as the CHCA representative to Teenagers, Inc., and Lou Aiello as the CHCA representative to the Chestnut Hill Parking Foundation. These appointments were approved by the Board. Virginia Mallery expressed her concern that these appointments were made only from members of the Executive Committee, believing that such responsibilities should be shared more broadly. Discussion ensued about the fact that Interlocking Directors from other organizations are voting members of the CHCA Board, but our Interlocking Directors to other organizations sometimes cannot vote on the other organization’s Board. Joe Pizzano urged that we request clarification from the other organizations regarding their voting policies. Kathy Jones offered a motion to send a thank you letter to those who have previously served as our interlocking representatives; this motion passed.

Fund Drive. Tom Fleming, chair of this year’s Fund Drive, reported that we have raised about $54,000 toward our goal of $100,000 and that his committee has started the process of approaching major donors.

Election of Nominating Committee. Ballot forms were distributed to the Board by Lou Aiello to elect this year’s Nominating Committee. The ballots were counted by Maxine Dornemann and Ed Budnick. Carol Cope, Marianne Dwyer, Stewart Graham, and Kathy Jones were elected to serve on this year’s committee.

Request from Borders Bookstore. A representative from the architectural firm assisting Borders with its interior café renovations described the project to the Board, specifically the use of “Seattle’s Best” signage. These plans have been reviewed and approved by the CHCA Aesthetics and Development Review Committees. A motion was offered by Tom Hemphill to support these renovations; this motion was seconded and passed. A letter of support will be sent to the Zoning Board of Adjustment. Nancy Hutter asked whether there was any truth to the rumor that Borders will be replaced by a bank; the answer was no.

Report from Fund Trustees. Jean Hemphill, President of the Fund Trustees, reported that the Trustees have met and are collecting information about the Fund. Ned Putnam will serve as the Fund Vice President and Treasurer; Stan Moat will serve as the Fund Secretary; the other Trustees are Keen Butcher and Fred Walker. Their focus is currently on operational issues. The Fund bylaws were recently found by Jean and circulated to the Board. It was pointed out that these bylaws were written in 1972 and many changes in laws pertaining to 501(c)(3) entities have occurred since then. The Fund is a permanent endowment for community programs, with allocations to be determined by the Trustees. Stan Moat emphasized the independence of the Trust endowment from CHCA (the CHCA cannot control the Fund). The Trustees have asked that any proposed bylaws amendments pertaining to the Fund be tabled until they can be reviewed by the Trustees.

Report from Oversight Committee. Jim Foster, Oversight Committee Chair, reported that the work of his committee is ongoing. Recommendations include regular and accurate financial reports, better communication between the CHCA Board and the Fund Trustees; completion of the audits for year ending March 31, 2006 as soon as possible, and immediate filing of our tax returns, which are overdue.

Proposed Bylaws Amendments. Tolis Vardakis, Co-Chair of the Bylaws Committee, moderated the Board discussion about the various proposed bylaws amendments. The following proposals passed without challenge:

Proposal 1, Article IV, C, 1: Regular meetings of the Board. The Board conducts regular meetings every month on a date and at a time and place determined by the Board. (The current bylaw states that the Board does not conduct meetings in August and December.)

Proposal 2, Article IV, C, 3: Notice of meetings of the Board. The President or designee must give written notice of the date, time, location, and agenda of all meetings of the Board. The agenda shall provide such information as is necessary to understand the agenda item to be discussed, as reasonably determined by the President or designee. Where possible, notice shall be given at least seven days prior to the meeting. Notice may be given by e-mail or regular mail. In addition, posting of meetings shall be printed in the issue of the Chestnut Hill Local the week prior to the meeting, as well as the week of the meeting. (The current bylaw states Secretary in place of designee. Also, the verbiage “Where possible…as well as the week of the meeting” is new.)

Proposal 3, Article IV, C, 5a: Public meetings of the Board. Except when the Board meets in executive session, all meetings of the Board are open to the public. The Board may not resolve into executive session until it has first voted in open session to do so. The Board may so thus resolve into executive session on matters related to employee conduct, personnel policy or salary, and on other matters of an unusually sensitive nature. If the presiding officer has anticipated the need for executive session when the Notice of the Meeting was issued and published, then that Notice shall include that on the agenda with as much specificity as possible without compromising the sensitivity of the matter. (The first line is the only verbiage in the current bylaw. The rest is new verbiage.)

Proposal 4, Article VI, B, 8g: Meetings. The Bylaws Committee must meet a minimum of three times during the year, the ‘year’ beginning at the Annual Organizational Meeting and finishing two weeks prior to the next Annual Organizational Meeting. (This is a new addition to the bylaws.)

Proposal 6, Article V, A, 2: Eligibility. All officers of the Association, except the Treasurer, must be members of the Board and must have one year of Board service prior to the election. The Treasurer must be a member of the Association. (The current bylaw requires the Treasurer to be a Board member.)

There was discussion about the following proposals:

Proposal 5, Article VI, B, 1d: Eligibility. Executive Committee members of the Association must be members of the Board and must have one year of Board service prior to their election to the Executive Committee. (The current bylaw does not require Executive Committee members to have one year of Board service.) Various Board members felt that this would deny talented individuals the opportunity to serve on the Executive Committee. It was pointed out that half of the Executive Committee members are Officers, and this ensures that experienced individuals are serving on the Executive Committee. This motion was defeated.

Proposal 7, Article IV, A, 4a: Cause for removal (Director). The Board, with cause, may remove any Director by a two-thirds vote of the entire Board at any Special or Regular Meeting of the Board. The Board in so doing must comply with the due process provisions of Robert’s Rules of Order, Chapter XX, “Disciplinary Procedures.” (The current bylaw states that removal is possible by a two-thirds vote of the Directors present.) This motion passed, with four votes opposed.

Proposal 8, Article V, A, 7: Cause for removal (Officer). The Board, with cause, may remove any Officer, as an Officer, by a two-thirds vote of the Directors present at any Special or Regular Meeting of the Board. The Board in doing so must comply with the due process provisions of Robert’s Rules of Order, Chapter XX, “Disciplinary Procedures.” The current bylaw does not state ‘as an officer.’ It also requires ‘a two-thirds vote of the entire Board.’) Various Board members objected to the phrase “Directors present,” noting that Officers should have the same protection as any other member of the Board. The original motion was defeated. Virginia Mallery offered an amendment that would require the vote of two-thirds of the entire Board to remove an Officer. This motion passed, with five votes opposed and 1 abstention.

Proposal 9 (pertaining to the Community Fund) and Proposal 10 (pertaining to the Budget and Finance Committee) were tabled at the request of Jean Hemphill on behalf of the Fund Trustees.

Proposal 11, Article I, C, 3c: Editorial Independence. The Editor has absolute editorial independence. Any form of prior censorship expressed or implied is prohibited. Any person may suggest to the Editor subjects to be covered but the Editor has sole authority to decide what is ultimately published. (This is a new bylaw in which the language of editorial independence and the right of freedom of expression is explicit. Discussion ensued in which several Board members objected to the word “absolute.” Maryanna Ross Cowper stated, for example, that the Editor should not be able to censor the content of Letters to the Editor. Others countered that according to the Lentz policy, all responsible points of view must be aired, not necessarily all letters, so the Editor can decide whether many of the letters submitted on the same topic are expressing essentially the same opinion. Walter Sullivan, Co-Chair of the Bylaws Committee, emphasized that it is pre-publication censorship that is prohibited by this bylaw. This motion was defeated, with 12 votes in favor, 18 votes opposed, and 2 abstentions.

In addition to the above proposals, the Bylaws Committee is recommending that the Board “create an ad hoc Employee Relations Committee to develop, revise, and update as needed an Employee Manual, its text subject to review and approval by the Board, which sets forth appropriate rules and policies designed to ensure both accountability and protection of all employees, and describes the program of employee benefits in effect.” (Several of the committee’s proposals dealing with personnel matters, hiring/firing practices, chain of authority, confidentiality agreements, safeguarding Chestnut Hill Local property, etc. belong in a manual outside of the bylaws.)

Tom Fleming offered a motion to convene a special meeting of the Board to address Proposal 11 (editorial independence), Proposal 12 (pertaining to the Publisher’s Committee), and the recommendation regarding the Employee Relations Committee. This motion was seconded by several people and passed; this meeting was set for Thursday, March 15, 2007.

Tolis and Walter then thanked the rest of the Bylaws Committee members for all of their hard work: Janine Dwyer, Dina Hitchcock, Kathy Jones, Tom Kessler, Howard Lesnick, Mark Nottingham, Chris Padova, and Ann Spaeth. The entire Board was also thanked for their debate of the proposals. Board members also expressed their appreciation for the work of the Bylaws Committee.

Report from Treasurer. Ned Mitinger reported that discussions are underway by the Budget and Finance Committee regarding the CHCA and CHCF budgets. Pete Mazzaccaro will be preparing the preliminary draft of the Local’s budget with the input of his staff. The Income Statements and Balance Sheets for the CHCA, CHCF, and Local for January 31, 2006 were distributed. Ned urged that if members of the Board have any questions regarding the financial reports, they should call or e-mail him. In the future, the Fund Trustees will review all checks written from the Fund accounts. The preliminary audit for the Fund for the year ending March 31, 2006 has been sent to Interim Community Manager Ed Budnick.

CHCA Election Procedures. Copies of the proposed election procedures for 2007 were distributed to the Board. Lou Aiello explained that very minor revisions have been made from last year’s procedures. He requested that Board members review the document and solicited comments. It was decided that the election procedures would also be discussed at the special meeting of the Board on March 15.

Search Committee for Permanent Community Manager. Lou explained that the committee plans to interview six candidates for the position; the first two interviews will take place on March 7. Ultimately one or two candidates will be presented to the Board for approval.

Report from Vice President of Physical Division. Susan Pizzano offered a motion to appoint Joanne Dhody as the new Aesthetics Committee Chair, with new members Joe Pizzano and Jonathan Sternberg. This motion passed unanimously. Susan also offered a motion to approve arborist Ken LeRoy as the new Tree Committee Chair, with members Marie Lachat and herself. This motion also passed unanimously. John Levitties suggested that both the Aesthetics and Tree Committees should have representatives from the Business Association and the Business Improvement District. Joanne expressed her agreement with the principle that these organizations should work together on aesthetics issues.

New Business. Tia Burke reported that the Philadelphia Orchestra performs three community concerts each year and that they have expressed interest in performing at Pastorius Park this summer. Issues to be addressed include 1) provision of a 60-foot by 40-foot stage, which may cost up to $50,000 to rent; 2) parking/transportation; and 3) the possibility of weather not conducive to the staging of an outdoor orchestra concert. Other Chestnut Hill venues, such as Chestnut Hill College, were suggested as alternate sites. This issue was not voted on.

Having run out of time, the meeting was adjourned at 10:20 PM.

Respectfully submitted,

Ann Ward Spaeth

CHCA Secretary

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, and approved by the Board of Directors on 3/22/07.