Christ Ascension Lutheran Church
Thursday, March 15, 2007

MINUTES

Board Members Present: Bob Bacino, Ed Berg, Carol Cope, Mary Anna Ross Cowper, Joanne Dhody, Maxine Dornemann, Jim Foster, Stewart Graham, Jeremy Heep, Tom Hemphill, Dina Hitchcock, Nancy Hutter, Bright Judson, Howard Lesnick, John Levitties, Virginia Mallery, Sarah Maneely, Janice Manzi, Ned Mitinger, Christopher Padova, Jane Piotrowski, Joseph Pizzano, Susan Pizzano, Ron Recko, Gina Sannicandro, Meredith Sonderskov, Ann Spaeth, Kristina Sullivan, and Walter Sullivan

Board Members Excused: Elaine Aiello, Lou Aiello, Tia Burke, Janine Dwyer, Marianne Dwyer, Tom Fleming, Kathy Jones, and Marie Lachat

Board Members Absent: Jane Becker, Richard Becker, Matt Engebrethson, Ed Feldman, James Gleason, Anne McNally, John O’Connell, Kip Powell, George Roitzsch, Frank Steel, Jonathan Sternberg, Lisa Sullivan-Mancuso, and Sister Carol Jean Vale

Others Present: Scott Alloway (CH Local Production Designer), Jennifer Katz (CH Local Associate Editor), Cheryl Massaro (CH Local Circulation Manager), Pete Mazzaccaro (CH Local Editor), Eileen Reynolds, Kaya Simmons (CH Local Advertising Sales Representative), Noreen Spota (CHCA Administrative Coordinator), and Tolis Vardakis (Bylaws Committee Co-Chair)

President Ron Recko called the meeting to order at 7:30 PM. Secretary Ann Spaeth conducted the roll call.

CHCA Election Procedures. Copies of the proposed election procedures for 2007 were distributed again to the Board. According to Ann Spaeth and Tom Hemphill, the revisions that were made to last year’s procedures were very minor. The election procedures were approved unanimously, with one abstention.

Proposed Bylaws Amendments. Tolis Vardakis moderated discussion about the proposed bylaws amendments.

Article I, C, 4: Community Fund. "The Trustees of the Fund shall issue two reports per year to the Association regarding the status and activities of the Fund. The reports shall be presented in person by the President of the Fund, or his or her designee, at the Annual and October meetings of the Board."

This verbiage is an addition to the current bylaw. After some discussion about the separate authority of the Fund Trustees, and the desire for some to use the lowest risk language (e.g. the CHCA Board “requests” two reports per year), the above amendment was approved with 19 votes in favor, 7 votes opposed, and no abstentions.

Article VI, B, 7a: Budget and Finance Committee, Purpose and Duties. "The Budget and Finance Committee recommends, reviews, and on an ongoing basis monitors the budgets of the Chestnut Hill Community Association, the Chestnut Hill Local, and the Chestnut Hill Community Fund. Disbursements from the Fund shall fall within the purposes set forth in Article I C 4 of these Bylaws and in the Fund Declaration of Trust and before disbursed shall be approved by the Trustees of the Fund as properly falling within those purposes. The Committee meets monthly to monitor the budgetary operations of all three entities and the financial health of the Association and Local, and reports monthly on those matters to the Board."

The current bylaw states, "The Budget and Finance Committee recommends, reviews, and monitors the Association's annual budget." The above amendment was approved with 24 votes in favor, no votes opposed, and no abstentions.

Article I, C, 3c: 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. Pete Mazzaccaro, in response to the question, said that this amendment is acceptable to him. Mary Anna Ross Cowper expressed her concern that this amendment would enable the Editor to censor Letters to the Editor prior to publication. Howard Lesnick, a member of the Bylaws Committee, stated that the proposed amendment has nothing to do with Letters to the Editor. It was pointed out 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. The above amendment was approved with 26 votes in favor, 2 votes opposed, and no abstentions.

Article VI, B, 5: The Publisher's Committee. Strike Article VI, B, 5: the Publisher's Committee in its entirety as a Standing Committee; i.e., disband the Publisher's Committee.

The current bylaw states, "The Chestnut Hill Local Publisher's Committee represents the Publisher of the Chestnut Hill Local regarding the editorial, financial, and business management of the Chestnut Hill Local."

There was some discussion about the history of the Publisher’s Committee and the operations of the Local. The view of the Bylaws Committee is that there is no need for the Publisher’s Committee and that they can be (perhaps unintentionally) meddlesome. Tolis pointed out that the Board voted unanimously five years ago to employ a Business Manager to oversee all of the non-editorial functions of the paper.

(The Business Manager reports to the Editor.) Pete was Associate Editor and then in 2002 became the Business Manager. He said that at the time he could have used an advocate for dealing with the Board; currently there is a need for assistance with long-range planning issues, not necessarily daily operations.

The above bylaws amendment was approved with 23 votes in favor, 2 votes opposed, and 1 abstention.

Ned Mitinger offered a motion that after the Publisher's Committee is abolished, the CHCA President will appoint a new ad hoc committee, with responsibilities to be determined in consultation with the Editor. Susan Pizzano offered a "friendly amendment" to Ned's motion to appoint this ad hoc committee within a month. This motion, as amended, was defeated with 7 votes in favor, 17 votes opposed, and 1 abstention.

Walter Sullivan then offered the following motion: "The Board establishes an ad hoc committee, effective immediately with a life limited to 12 months, to serve as liaison with the Editor of the Local." This motion passed with 22 votes in favor, 2 votes opposed, and no abstentions. Ed Berg clarified that the purpose of the ad hoc committee is to serve both as a resource to the Editor and as a liaison between the Board and the Local.

Employee Relations Committee. At this point Tolis Vardakis stated for the record that the Bylaws Committee has strongly recommended 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 Bylaws Committee's proposals dealing with personnel matters, hiring/firing practices, chain of authority, confidentiality agreements, safeguarding Chestnut Hill Local intellectual property, etc. belong in a manual outside of the bylaws. No action was taken by the Board at this meeting.

Article IV, B, 3: Interlocking Directors. Ron Recko reiterated a concern that was expressed by Joe Pizzano at the February Executive Committee and Board meetings regarding Interlocking Directors. The concern is 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. Ron asked Walter Sullivan to draft bylaws language addressing this subject.

On March 16, Walter circulated the following three options to the Board via e-mail: (1) Leave the language as it is, which might arguably permit the organization to have both voice and vote on our Board which giving to the person whom we designate to serve on their Board voice but no vote. (2) Add to Article IV, B, 3 before (a), these words: "If the organization or institution does not afford full voting status to the person whom the CHCA Board appoints to its Board, the person appointed by the institution or organization to the CHCA Board shall similarly lack voting status on the CHCA Board." (3) Add to Article IV, B, 3 before (a), these words: "If the organization or institution does not afford full voting status to the person whom the CHCA Board appoints to its Board, then that organization or institution shall lack membership on the CHCA Board." No action was taken by the Board at this meeting.

Article I, C, 3a: The Chestnut Hill Local (Lentz Policy). Carol Cope circulated a written motion that the following sentence be inserted into Article I, C, 3a of the CHCA Bylaws, immediately following the statement that publication of the Chestnut Hill Local is an integral function of the Association:

"The Local acts as a forum for community discourse as set forth in the Lentz Policy, which reads, in part: 'It is the policy of the Local to publish all responsible points of view on the various issues presented in The Forum.'" This motion passed with 21 votes in favor, no votes opposed, and 1 abstention.

Article VI, B, 3b: Membership of the Land Use, Planning, and Zoning Committee. Susan Pizzano proposed that Article VI, B, 3b of the bylaws, regarding the LUPZ, be amended to read, "The committee consists of up to 12 members." The current bylaw states, "The committee consists of 18 members." The concern is that it is difficult to achieve a quorum at the LUPZ Committee meetings. This amendment passed with no opposition.

The meeting was adjourned at 9:55 PM.

Respectfully submitted,
Ann Ward Spaeth
CHCA Secretary

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, and approved by the Board of Directors on 5/24/07.