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CHCA BOARD OF DIRECTORS MEETING MINUTES
Board Members Present: Elaine Aiello, Louis Aiello, Karen Ampomah, Robert Bacino, Edward Berg, Board Members Excused: Jane Becker, Richard Becker, Marianne Dwyer, Jeremy Heep, Marie Lachat, Board Members Absent: Tia Burke, John Levitties, and Fran O’Donnell Others Present: W.W. Keen Butcher (Chestnut Hill Community Fund Trustee), Morris Disston
Tolis Vardakis called the meeting to order at 7:36 PM and asked for a moment of silence. Noreen Spota conducted the roll call. Approval of Agenda. Tolis Vardakis proposed that Action Item #8 (approval of Adult Activity Center to join with the Presbyterian Church) be moved up to Action Item #1. There was a motion to approve the agenda as amended by Tolis; this motion was seconded and passed. Approval of Minutes. There was a motion to approve the Board meeting minutes from February 28, 2008 as submitted; this motion was seconded and passed unanimously. Approval of CH Adult Activity Center (AAC) to Join with the Presbyterian Church. Cynthia Jarvis spoke about the new “Life and Learning Center” at the Presbyterian Church made possible by a generous endowment. A 4000 square foot space is currently being renovated for the AAC (formerly the Senior Center), which will move to the church this fall. Its lease with Chestnut Hill Village expires in November. Meredith Sonderskov, AAC President, stated that this is “a marvelous opportunity” and she is “thoroughly in favor of it.” Ron Recko offered a motion that the CHCA Board approve the plan to unite the AAC with the Life and Learning Center; this motion was seconded and passed unanimously. Approval of Two New LUPZ Committee Members. Since these individuals were not present and no information about them was available, this agenda item was tabled. Approval of Bill McGuckin to Serve as a Fund Trustee. Jean Hemphill clarified the circumstances of the resignation of W.W. Keen Butcher as a Fund Trustee. She stated that it was not due to dissatisfaction with financial management of the Fund as implied by a Board member’s recent Letter to the Editor of the Local. There was a motion to express appreciation for Mr. Butcher’s service; this motion was seconded and passed. Jean introduced Bill McGuckin and recommended him to replace Mr. Butcher. Mr. McGuckin described his background (a brief biographical sketch was sent to the Board prior to the meeting). There was a motion to approve his appointment as a Fund Trustee; this motion was seconded and passed. Approval of Ad Hoc Committee Researching the 501(c) Status of the CHCA. Tolis Vardakis read the following statement describing points for consideration by the 501(c) study group and the Board: “Why does the CHCA need to be a 501(c)(3)?
The plan is to provide a report at the next Board meeting. Ann Spaeth urged that meetings of the committee be announced in the Local. A motion was offered to approve the following committee members: Ed Berg (chair), Moss Disston, Kathy Jones, Steve Piotrowski, attorney Patricia Pregmon, Bob Rossman, and George Spaeth. This motion was seconded and passed with one abstention (George Spaeth). Approval of Judges of Election and Election Procedures. Dina Hitchcock offered a motion to approve the election procedures and appoint the following people to serve as Judges of Election: Joy Bacino, Barbara Bloom, Mary Cunningham, Carol Haussermann, Jim Hill, and Katie Worrall. This motion was seconded and approved unanimously. Approval of Fund Drive Grant Allocations. A list of the proposed Fund Drive grant allocations was distributed to the Board and reviewed by Moss Disston. The total allocated will be $90,324, which includes the $82,534 raised so far from the Fund Drive (ending on 3/31/08), $5,040 from the Wyndmoor Station recycling program, and $2,750 from the Anna Fisher Clark Fund. The proposed allocations were prepared by members of the Budget and Finance Committee, who interviewed the grant applicants and reviewed their applications. There was a motion to approve the proposed allocations; this motion was seconded and passed unanimously. Approval of CHCA and Chestnut Hill Local Budgets for Fiscal Year 2009. Moss Disston reviewed the proposed CHCA budget for FY ending 3/31/09; this budget was approved as presented. Moss then reviewed the proposed budget for the Local; this was also approved as presented. Approval of Three New Institutional Directors. Ron Recko, Nominating Committee Chair, reported that the committee recommends that the following three non-profit organizations shall assign Institutional Directors to the CHCA Board: Our Mother of Consolation, the new Life and Learning Center at the Presbyterian Church, and the Chestnut Hill Community Center. Ron offered a motion to approve these three institutions; this motion was seconded and passed unanimously. Report from Treasurer. Financial statements for the CHCA and Local as of 2/29/08 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.) Jim Foster circulated a letter from the St. Clair accounting firm describing “significant deficiencies and material weaknesses” evident during the fiscal year ending 3/31/07. (This letter is an addendum to the minutes.) He also expressed concern about the lack of financial statements from the Fund for the past several months. Moss explained that this was due to the extended absence of bookkeeper Sue Kowert. In response to Jim’s comment directed to Jean Hemphill, Jean stated that for over a year she has been asking Jim and others for the factual basis for their contention that approximately $180,000 had been withdrawn from the Fund by the CHCA, and no explanation has been forthcoming. At this point Tom Fleming read an e-mail communication from a Board member to another individual about the audit and financial management issues. (This e-mail is an addendum to the minutes.) There was a motion to accept the Treasurer’s report; this motion was seconded and passed unanimously. Report from Vice President of Social Division. Jane Piotrowski stated that she had nothing new to report. Janine Dwyer, co-chair of the Pastorius Park concert series, described the plans for this summer. The first concert (to be held on Wednesday, June 18) will honor Fred Williams, the first organizer who served for many years, and the second concert (to be held on Wednesday, June 25) will honor Tia Burke, who organized the concerts for the past four years. Report from Vice President of Operations. Dina Hitchcock announced that a Search Committee will be formed to find the next Community Manager. While the search is being conducted, Jane Piotrowski will volunteer in the office. A letter from Martha Sharkey was distributed to the Board highlighting the following achievements over the past year: 1) the Black and White Gala and Holiday House Tour were hugely successful fundraisers; 2) a new Fund Drive and membership database has been created for future initiatives; 3) a new telephone system has been provided to the CHCA and Local staffs; 4) “Notes from the CHCA” appears on page 2 of the Local and includes articles, announcements, and agendas focusing specifically on the Association; 5) the work of many CHCA committees impacting the community; 6) donations to the annual Fund Drive increased by almost 20 percent this year, and there were about 300 new donors, compared to last year; and 7) due to the efforts to have a strong and active presence within the community, many people believe in the CHCA again. There was a motion to express thanks to Martha from the Board and to invite her to the CHCA annual meeting; this motion was seconded and passed. There was a motion to approve the following members of the Search Committee: Ed Berg, Carol Cope, Janice Manzi, Patrick Moran, Jane Piotrowski, and Bob Rossman. This motion was seconded and passed with two opposed and one abstention. Janine Dwyer then offered a motion to appoint Noreen Spota as the Interim Community Manager. This motion was seconded and an Executive Session was immediately called to discuss this personnel issue. Janine’s motion did not pass. Approval of Proposed Bylaws Amendments. Dina Hitchcock, one of the co-chairs of this year’s Bylaws Committee, presented five amendments proposed by the committee: 1. Regarding Article IV/B/1/e (vacancies for Directors At-Large), change to: “The seat is filled by the next runner-up in the most recent election for the remainder of that year. If the vacancy occurs in the first year, there will be an election for a two-year position in April; if the vacancy occurs in the second year, there will be an election for a one-year position in April.” After some discussion, George Spaeth offered a motion to approve this change. This motion was seconded and passed with 21 in favor, 6 opposed, and 1 abstention. 2. Regarding Article III/E/7 (voting), change to: “Only Members in good standing during the preceding calendar year, or during the calendar year of any Meeting of Members, may vote at any Meeting of Members. Each Member may cast one vote on any matter submitted to a vote of Members. Members vote by ballot, either mailed or delivered at the meeting. The Judges of Election, in consultation with the Community Manager, have sole authority to determine the validity of a ballot. Unless the Bylaws, composite Certificate of Incorporation, or Applicable Law provide otherwise, the acts approved by the affirmative vote of a majority of the Members at a Meeting at which a quorum is present are the acts of the Members.” After some discussion, Carol Cope offered a motion to approve this change. This motion was seconded and passed unanimously. 3. Regarding Article III/C (annual assessment), change to: “The Board keeps the Annual Assessment as low as possible to encourage broad participation in the Association. Payment of the Annual Assessment entitles each person, organization, or commercial activity to membership for one year from the date of payment.” (Remove the sentence regarding the November meeting.) After some discussion, Carol Cope offered a motion to approve this change. This motion was seconded and passed unanimously. 4. Regarding Article IV/B/3 (Interlocking Directors), change to: “The class of Interlocking Directors consists of Directors who serve by virtue of designation in the Bylaws of an interlocking relationship between an organization or institution and the Association. In such cases, the organization or institution designated as having an interlocking relationship appoints a person to serve as a Director of the Association’s Board of Directors and the Board appoints a member of the CHCA to serve on the other organization’s or institution’s Board.” After some discussion, Mark Keintz offered a motion to approve this change. This motion was seconded and passed unanimously. 5. Proposed New Article VI (Committees), Part B (Standing Committees), Section 10 10. Ethics and Disciplinary Committee In order to stagger the terms of the Committee members, the initial members of the Committee shall be appointed such that two members (one from the Board and one from general CHCA membership) will have one-year terms (this sentence shall be removed from the bylaws one year after establishment of the Committee). After some discussion, Walter Sullivan offered a motion that this proposed amendment be tabled and referred for further consideration to an ad hoc committee consisting of Chris Padova (the original proponent of the original amendment), George Spaeth (the principal objector to portions of that amendment), and a third person to be chosen by them. This motion was seconded and passed unanimously. At 10:00 PM, Mark Keintz offered a motion to extend the meeting by 15 minutes; this motion was seconded and passed. Ron Recko presented the following amendment proposed by the Executive Committee: 6. Regarding Article IV/A/4/b (Board members absences), change to: “Any Director who has five absences in a year term is automatically removed from the Board. If a removal occurs, the Director has the right to appeal for reinstatement based on a majority vote of those present.” Carol Cope suggested an amendment to this proposal, specifying “regularly scheduled Board meetings.” After some discussion, Kathy Jones offered a motion to table this bylaws change. This motion was seconded and passed, with 17 votes in favor and 12 votes opposed. Walter Sullivan offered a motion to appeal the “decision of the Chair” that tabling requires a simple majority, not two-thirds, to pass. Kathy Jones then read from the rulebook, verifying that tabling a motion requires only a simple majority. At 10:15 PM, Mark Keintz offered a motion to extend the meeting by another 15 minutes; this motion was seconded and passed. Stewart Graham proposed the following amendment reducing the number of Directors At-Large from 36 to 24: 7. Regarding Article IV, Section B (Classes of Directors), Section 1c (Election of Directors “Members vote for eight Directors At-Large at the Annual Meeting of Members under election procedures approved and published by the Board. Members vote by secret, written ballot. Any member of the Association who is a Member on the day of the Annual Meeting or who was a Member during the preceding calendar year may vote in the election.” And, eliminate Section 4, Past President Directors. And, renumber the following subsection, thus: 5, Student Directors. Ron Recko suggested an amendment to this proposal with a motion that the Board should consist of only 36 elected Directors At-Large, eliminating the non-elected positions. This motion was seconded and a discussion ensued. George Spaeth then offered a motion to table this bylaws change since there appeared to be no consensus on the issue of reducing the size of the Board. This motion was seconded and passed. Ann Spaeth proposed the following amendment eliminating the requirement that CHCA employ a Community Manager: 8. Regarding Article VII (Employees), Section A (Number, Duties and Compensation), “The Board of Directors determines the number, duties, powers and compensation of the Association’s employees.” Delete: 1. Employees Generally After some discussion, this motion passed, with 14 votes in favor, 10 votes opposed, and 1 abstention. Having run out of time, the meeting was adjourned at 10:30 PM. Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, on 3/31/08. Respectfully submitted on 4/4/08 by: Kristina Sullivan Approved by the Board of Directors as amended on 5/22/08. |
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