CHCA BOARD OF DIRECTORS MEETING
Chestnut Hill Library
Thursday, February 28, 2008

MINUTES

Board Members Present:

Elaine Aiello, Louis Aiello, Jane Becker, Edward Berg, Margaret Brunton, Carol Cope, Joanne Dhody, Janine Dwyer, Marianne Dwyer, Thomas Fleming, James Foster, Stewart Graham, Dina Hitchcock (VP Operations), Kathleen Jones, Mark Keintz, John Levitties, Janice Manzi, Anne McNally, Ned Mitinger (VP Physical Division), Patrick Moran, Jane Piotrowski (VP Social Division), Ron Recko (Immediate Past President), Meredith Sonderskov, Ann Ward Spaeth, George Spaeth, Jonathan Sternberg, Kristina Sullivan (Secretary), Walter Sullivan, Pam Rosser Thistle, and Tolis Vardakis (President)

Board Members Excused: Karen Ampomah, Robert Bacino, Mary Anna Ross Cowper, Jeremy Heep,
Thomas Hemphill, Marie Lachat, Virginia Mallery, Christopher Padova, Susan Pizzano, and Robert Rossman

Board Members Absent: Richard Becker, Tia Burke, Fran O’Donnell, and Joseph Pizzano

Others Present: Morris Disston (Treasurer), Ed Feldman, Steve Fillebrown, Alan Gubernick and Joe
LePera (St. Clair CPA firm), Darlene Heep, Nancy Hutter, Pete Mazzaccaro (CH Local Editor), Bill McGucken, Stan Moat (Fund Trustee), Shaun O’Malley, Cathy Pimpinella (Citibank), Martha Sharkey (Community Manager), and Noreen Spota (Administrative Coordinator)

Tolis Vardakis called the meeting to order at 7:32 PM and asked for a moment of silence. Noreen Spota conducted the roll call.

Approval of Agenda. Carol Cope offered a motion to amend the agenda to allow the auditors to present their report before any other items are considered. This motion was seconded and passed. Dina Hitchcock then offered a motion to postpone consideration of the bylaws changes until a special meeting is held on March 26 for that purpose. Mark Keintz offered a motion to move consideration of the bylaws at the end of the agenda. This motion was seconded and passed after Dina withdrew her motion. Ron Recko stated that sufficient notice was not provided about a Fund Trustee position being available. Nancy Hutter recommended that the procedure that was used last year to approve new Fund Trustees be followed again this time. The qualifications of prospective Fund Trustees were first reviewed by an ad hoc committee, then by the Executive Committee, and finally by the Board. Meredith Sonderskov offered a motion to strike this item (approval of Bill McGucken to serve as a Fund Trustee) from the agenda. This motion was defeated, with 5 votes in favor and the remaining votes against. There was a motion to approve the agenda as amended by Carol Cope and Mark Keintz; this motion was seconded and passed.

Presentation of the CHCA/Local 2007 Audit Report. Alan Gubernick and Joe LePera of the St. Clair CPA firm distributed copies of the CHCA/Local audit report for fiscal year ending 3/31/07. They explained that this is an unqualified audit. (They included the 2006 figures but are not issuing an opinion about them.) In response to Jim Foster’s inquiry about loans made to the CHCA from the Fund that have been forgiven by the Fund Trustees, Alan stated that since there is no documentation for the loans, which occurred prior to fiscal year 2007, and the amounts cannot be determined, the loans cannot be included in the 2007 audit report. He went on to say that the forensic audit of fiscal year 2006 currently being conducted by another firm may produce evidence of the loans. Dina Hitchcock stated that $60,000 was taken from the Fund in 2002 in order to pay for Fund programs after pledges for that year’s Fund Drive did not materialize. Tom Fleming offered a motion to accept the 2007 audit report; this motion was seconded. After further discussion, there was a motion to call the question (ending discussion); this motion passed. Tom’s motion to accept the 2007 audit report passed, with 19 votes in favor, 4 votes against, and 4 abstentions. Tolis Vardakis thanked the auditors for their hard work and mentioned that he has asked them to review our bookkeeping practices. Materials about this review will be available in the CHCA office.

Approval of Minutes. There was a motion to approve the Board meeting minutes from January 24, 2008 as submitted; this motion was seconded and passed.

Approval of Traffic, Transportation, and Parking Committee Members, Mission, and Application. These materials, including a list of the TTP Committee members, were distributed to the Board. Chairperson Patrick Moran spoke briefly about the activities of the committee. Ron Recko offered a motion to approve all of the submitted materials and the following committee members: Patrick Moran (Chairperson), Jennifer Follo, Susan Hemphill, Tom Hemphill, Pamela Learned, Philip Legalsey, Janice Manzi, Pam Thistle, and Ned Mitinger (VP of the Physical Division). This motion passed unanimously. Pamela Learned will represent the TTP on the Development Review Committee. The TTP application form will be placed on the CHCA website.

Approval of Bill McGucken to Serve as a Fund Trustee. Stan Moat read from Mr. McGucken’s resume. George Spaeth offered a motion to approve his appointment. Ed Feldman stated that the Board and the community were not told of Keen Butcher’s resignation as a Fund Trustee. Ron Recko recommended that a CPA be appointed to fill this position. Tom Fleming suggested that a committee be formed to interview candidates. There was a motion to table this issue; this motion was seconded and passed.

Approval of Newsstand and Subscription Increases for the Local. Pete Mazzaccaro stated his recommendation that the subscription rate for the Local be increased from $20 to $28 per year, and that the single-issue price be increased from 50 cents to 75 cents. After conferring with other publishers, they wondered why this had not been done sooner, and found that after price increases there is virtually no loss in subscribers. Montgomery County newspaper subscriptions are over $40 per year. Pete stated that we are currently giving away the newspaper at cost. The rate increases are predicted to produce $20,000 in additional revenue. Kathy Jones offered a motion that the subscription rate for the Local be increased from $20 to $28 per year, and that the single-issue price be increased from 50 cents to 75 cents. This motion was seconded. After some discussion, including an amendment to increase the subscription rate to $30 instead of $28 that was defeated, Kathy’s original motion passed with one abstention (Jane Becker).

Approval of CHCA Membership Dues Increase. Jane Piotrowski, Membership Committee Chair, distributed copies of the following motion at the recommendation of the Membership Committee: “Given that CHCA dues have not changed since 1996, we move that household membership dues (including a subscription to the Local) be increased to $50, of which $20 would be forwarded to the Local. The new dues will be implemented no sooner than June 1, 2008.” This motion was seconded by Mark Keintz. Mark observed that this represents an annual increase of 4 percent. It was also pointed out that the West Mount Airy Neighbors association charges $60 per year, which does not include a newspaper subscription. It is estimated that, assuming a 10 percent loss of membership, the dues increase would result in $31,000 additional income for the CHCA. This additional revenue would mean less financial dependence on the Local and the ability to save money to pay the salary of the Administrative Coordinator, which is currently funded by a generous donor. Pete noted that the 50th anniversary of the Local will occur in May, and the Local’s price increases can also be implemented in June along with the dues increase. Jane Piotrowski challenged each of the Board members to find five new members prior to next month’s Board meeting. Mark Keintz offered an amendment to the original motion, adding the phrase “and will be started by the Membership Committee.” The amended motion was seconded and passed unanimously.

Report from the Ad Hoc Committee on the 501(c) Status of the CHCA. Ed Berg reported that the main issue that is being addressed is, going forward, what can CHCF funds be used for with respect to the CHCA and the Local? The ad hoc committee obtained advice from an outside law firm. As a 501(c)(3) organization, CHCF funds may be used for charitable purposes only. Since the Local is not a charitable organization or program, money from the Fund cannot be given to the Local, e.g. to pay for the employees’ 401(k). Ron Recko asked whether it appears that the CHCA can legally borrow money from the Fund. Ed Berg responded that he does not know the answer to that question, but will find out. There was some discussion about the importance of exploring what tax status the CHCA should be and the difference between 501(c)(3) and 501(c)(4) status. Walter Sullivan clarified that 501(c)(3) status is granted only via a lengthy application to the IRS, and the decision takes months. Ed Berg stated that the activities of the Land Use Planning and Zoning Committee lessen the burden of government and therefore would be allowable within a charitable organization.

Report from Treasurer. Financial statements for the CHCA and Local as of 11/30/07 and 12/31/07 (prepared by the temporary bookkeeper) were distributed to the Board along with copies of the Treasurer’s report. Moss Disston read his report summarizing various trends in the finances of the CHCA and Local. (This report is an addendum to the minutes.) Ron Recko asked about why the Board has not been given financial statements from the Fund. Martha Sharkey explained that the temporary bookkeeper was concentrating on preparing the CHCA and Local reports, but is now working on the Fund reports. Tolis Vardakis reminded the Board that according to the CHCA bylaws, the Fund Trustees are required to report only twice a year to the Association.

Report from Vice President, Social Division. Jane Piotrowski reported on the financial success of the 2007 Holiday House Tour. Net income to the Association was budgeted to be $22,000, but actual net income was $24,758. Stewart Graham read into the record a resolution recognizing the hard work of the 2007 Holiday House Tour volunteers and staff members. This resolution was approved by the Board:

R E S O L U T I O N

Recognizing And Honoring And Thanking
The 2007 Annual “Chestnut Hill Holiday House Tour” Event Organizers

RESOLVED, That the Board of the Chestnut Hill Community Association recognizes and honors and thanks the organizers of the 2007 Annual “Chestnut Hill Holiday House Tour” event sponsored by—and benefiting—the Chestnut Hill Community Association. 

WHEREAS, On Saturday, December 8, 2007, the Community came together to tour beautiful homes in West Chestnut Hill; view magnificent holiday decorations; and raise lots of money for the Association ($24,758.63), which performs so many important functions that make Chestnut Hill the wonderful Community it is; and,

WHEREAS, The Board is grateful for—and in awe of—the talented, resourceful, hard-working, and dedicated 2007 Annual “Chestnut Hill Holiday House Tour” event organizers: Co-Chairs Jane Piotrowski, Pam Rosser Thistle, and Jenny Staples; and Core Committee Members Elaine Aiello, AnnMarie Arment, Carol Cope, Joanne Dhody, Kathlyn Egan, Diane Hanson, Susan Hemphill, Dina Hitchcock, Marie Lachat, Janice Manzi, Judy Morgan, Marilyn Paucker, Nathalie Peeters, Paula Riley, and Meredith Sonderskov; and CHCA staff members Claudia Bordo, Sue Kowert, Martha Sharkey, and Noreen Spota; and,

WHEREAS, the 2007 Annual “Chestnut Hill Holiday House Tour” event was supported with much energy and service from many, many Chestnut Hill Community Association Board members and other Community volunteers; and,

WHEREAS, Everyone had a wonderful time, and the 2007 Annual “Chestnut Hill Holiday House Tour” was a great success.

NOW, THEREFORE, The Board of the Chestnut Hill Community Association recognizes and honors and thanks the organizers of the 2007 Annual “Chestnut Hill Holiday House Tour” event sponsored by—and benefiting—the Chestnut Hill Community Association.

DULY PASSED:  February 28th, 2008

Report from Vice President, Physical Division. Ned Mitinger mentioned that he plans to have Ken LeRoy, chairperson of the Street Tree Committee, speak about his committee’s activities at next month’s Board meeting. Ned also reported that 1) the Tree House Play Café will be on the agenda at the Land Use Planning and Zoning Committee meeting to be held on Thursday, March 6; 2) the Business Improvement District has submitted a grant application to Senator Arlen Specter for tree lights; and 3) there will be a public meeting on Wednesday, March 12 to discuss the Delaware Valley Regional Planning Commission (DVRPC) study. At this point Mark Keintz offered a motion to extend the meeting by 15 minutes; this motion was approved.

Report from Vice President of Operations. Dina Hitchcock reported that 1) over $60,000 has been raised in this year’s Fund Drive so far, but that 14 Board members have not yet donated; 2) the CHCA annual meeting will be held on Wednesday, April 23 at the Presbyterian Church; and 3) bookkeeper Sue Kowert is feeling much better and will return to work on a part-time basis starting next week. Tolis announced that Chestnut Hill Hospital will donate $12,500 to this year’s Fund Drive.

Report from Community Manager. Martha Sharkey distributed and reviewed her report, which covered the following topics: 1) Fund Drive; 2) CHCA page in the Local; 3) various office issues; 4) the DVRPC study; and 5) community relations. Special mention was made of the fact that so far, we have added 272 new donors during this year’s Fund Drive.

Approval of Proposed Bylaws Changes. Dina Hitchcock offered a motion to postpone consideration of the proposed bylaws changes until Wednesday, March 26, when a special meeting devoted to this issue can be convened by the Board (location to be determined). This motion was seconded and passed.

Old Business. George Spaeth offered a motion to charge the current ad hoc committee to determine what 501(c) tax status the CHCA should hold. Ann Spaeth noted that a “study committee” can be larger than a standard committee, and Tolis Vardakis stated that additional members can be appointed next month. Kathy Jones offered a motion to table this issue until next month’s Board meeting; this motion was seconded and passed.

Due to the late hour, the meeting was adjourned at 10:05 PM.

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, on 3/3/08.

Respectfully submitted on 3/5/08 by:

Kristina Sullivan
CHCA Secretary

Approved by the Board of Directors without amendment on 3/27/08.