MINUTES

Board Members Present: Elaine Aiello, AnnMarie Arment, Edward Berg, Margaret Brunton, Carol
Cope, Tony Crist, Joanne Dhody, Marianne Dwyer, Stewart Graham, Michael Hickey, Dina Hitchcock (VP Operations), Kathleen Jones, Mark Keintz (Treasurer), Marie Lachat, Pamela Learned, Janice Manzi, Margaret McNally, Ned Mitinger (VP Physical Division), Patrick Moran, Christopher Padova, Cathy Pimpinella, Jane Piotrowski (VP Social Division), Brian Rudnick, Meredith Sonderskov, Jonathan Sternberg, Kristina Sullivan (Secretary), Pam Thistle, and Tolis Vardakis (President)

Board Members Excused: Anne Anderson, Robert Bacino, Jane Becker, Miguel Castaneda, Eileen
Jacobs, Anne McNally, Marilyn Paucker, Ron Recko (Immediate Past President), Robert Rossman, and George Spaeth

Board Members Absent: Thomas Fleming, Virginia Mallery, Fran O’Donnell, Tapan Patel, Joseph
Pizzano, Susan Pizzano, and Rob Remus

Others Present: Louis Aiello, Kate Cassidy, Maryanna Ross Cowper, James Dunn, Ed Feldman, Brian
Garnant, Elizabeth Haimes, Ed Hickey, Bright Judson, Philip LeCalsey (Community Manager), Maryalice May, Pete Mazzaccaro (CH Local Editor), Jean McCoubrey (LUPZ Committee Member), Bill McGuckin (Fund Trustee), Rob Nicol, Nancy Rue, Robert Ryan, Ann Ward Spaeth, Noreen Spota (Administrative Coordinator), Mary Sue Walsh, and Greg Welsh (CHBA President)

Tolis Vardakis called the meeting to order at 7:32 PM. Noreen Spota conducted the roll call.

Approval of Agenda. Tolis suggested that “discussion of election” be added to the agenda after the report from the Community Manager. There was a motion to approve the agenda with Tolis’s addition; this motion was seconded and passed unanimously.

Welcome to New Board Members. Tolis welcomed Mike Hickey, the new Interlocking Director from the Chestnut Hill Business Association, and Brian Rudnick, the new Institutional Director from the J.S. Jenks School.

Approval of Minutes. On page 4 of the Board meeting minutes from May 22, 2008, in the section regarding the letter from the Montgomery, McCracken law firm, Tolis suggested that the second sentence be amended to read: “Joe Pizzano offered a motion to table the discussion because Jim Foster was not present; this motion was seconded but did not pass.” There was a motion to approve the May 22, 2008 minutes as amended; this motion was seconded and passed with two abstentions (Mike Hickey and Brian Rudnick). Ann Spaeth suggested that approved amendments appear not only in the minutes being amended but also in the minutes of the current meeting.

Approval of New Budget and Finance Committee Members. Mark Keintz offered a motion to approve the following members of the Budget and Finance Committee: Mark Keintz (Chair), Steve Fillebrown, Dina Hitchcock, Cathy Pimpinella, Jane Piotrowski, and David Skolnick. This motion was seconded and passed unanimously.

Approval of New Bylaws Committee Members. Christopher Padova, current Bylaws Committee Co-Chair, offered a motion to approve Pamela Learned and Rob Remus as new members of the Bylaws Committee. Their terms will be from 2008-2013. This motion was seconded and passed unanimously. Mark Keintz, the other Bylaws Committee Co-Chair, explained that members of this committee serve for five years, and serve as co-chairs during the fifth year. He stated that the other members of the Bylaws Committee are Mary Anna Ross Cowper, Ann Spaeth, Janine Dwyer, Kathy Jones, Meredith Sonderskov, and Walter Sullivan.

Approval of New LUPZ Committee Co-Chair. Ned Mitinger stated that Patrick McGranaghan has resigned as co-chair of the Land Use Planning and Zoning Committee. He offered a motion to approve architect Jean McCoubrey as the new co-chair to serve with Joyce Lenhardt. This motion was seconded and passed unanimously.

Approval of Revised Board Meeting Dates. Carol Cope offered a motion to change the 2008 Board meeting dates from July 24 to July 31 (to avoid conflict with the “Let’s Get Lit” fundraiser), from November 27 to November 20 (to avoid conflict with Thanksgiving), and from December 25 to December 18 (to avoid conflict with Christmas). This motion was seconded and passed unanimously. Ann Spaeth noted that the Business Improvement District/Business Association, sponsor of the July 24 event to raise funds for holiday tree lights, should have chosen their date so as not to conflict with the long-standing CHCA Board meeting date of the fourth Thursday of every month.

Goals for Fiscal Year Ending 3/31/09. Tolis reviewed and distributed copies of his goals for the current fiscal year (along with his e-mail to the St. Clair accounting firm dated 1/29/08 regarding recommended financial processes):

Organizational
1.            Recommend that the auditors present audits in a public joint session to the Budget and Finance
Committee and the Executive Committee at a public meeting. These two committees will have the authority to accept or reject the audit. Once the final audit is accepted by these two committees, the audit, the management letter, and the disclosure letter will be forwarded to the Directors and the Chestnut Hill Local, and will be posted on the CHCA website at the same time. – Board Decision
2.            Personnel manual to be finalized – Personnel Committee
3.         CHCA 501(c)(3) Committee – Ed Berg
4.         Revise election procedures. Add verbiage for procedure to file a challenge, and who handles the
challenge to investigate and respond. Should new memberships within five days of Election Day be allowed to vote? – Rules of Election Committee
5.            Consider renting from the CHCF the vacant first floor for CHCA use – Budget and Finance
Committee, Fund Trustees, Board

Financials – Treasurer Mark Keintz
6.            Convert Line of Credit to a 5-year loan (Local publishing software)
7.         Access and archive financial reports through Peachtree Application Service Provider (ASP).
Submit a proposal that includes monthly cost.
8.            Arrange the budget on a monthly basis.
9.         Review and implement proposal to St. Clair on CHCA/Local finances – see 1/29/08 letter to
St. Clair.

Three-Year Strategic Plan – Board
10.            Develop 3-year strategic plan.
11.       Discuss how to populate a Strategic Plan Committee.
12.            Strategic Plan Committee to set goals to present to the Board.
13.            Fundraising other than the annual Fund Drive for large sums. Professional fundraiser to assist
with a feasibility study. Consult with Trustees.

In addition to the above financial goals, Mark Keintz mentioned his plans: 1) to pay the $14,600 employer’s obligation for the 401(k) April-December 2007 period, and 2) to set up the bookkeeping function to be less dependent on a single individual. Pam Learned and Mark Keintz volunteered to serve on the Strategic Plan Committee, to be assisted by Philip LeCalsey. Meredith Sonderskov recommended that the CHCA re-join the La Salle Nonprofit Center since they can help with strategic planning. Marie Lachat pointed out that a true strategic plan includes the entire community and requires professional help. Tolis asked that anyone who wishes to propose goals for the CHCA should share them with the Executive Committee.

Appointment of Committee to Review Election Procedures. Copies of a document titled “Suggestions for Changes and Issues Regarding the CHCA Election Process,” written by the Judges of Election, were distributed. Various Board members volunteered to serve on an ad hoc committee to review the election procedures. Former Board member Ann Spaeth, who had been instrumental in drafting the previous election procedures, also volunteered to serve. Tolis responded that Ann could serve as an advisor to the committee, but not as a member. Ed Feldman, Elizabeth Haimes, and Kristina Sullivan all stated that Ann must be given the opportunity to serve as a member of the committee; Tolis then agreed. Various members of the audience expressed their desire to discuss what happened with this year’s election. There was a motion to approve the formation of an ad hoc committee to review the CHCA election procedures, with members Pam Learned, Patrick Moran (chair), Christopher Padova, Cathy Pimpinella, Jane Piotrowski, Bob Rossman, Ann Spaeth, and Kristina Sullivan. This motion was seconded and passed.

Report from Treasurer. Copies of the CHCA income statement and balance sheet as of 3/31/08 (the end of the fiscal year) were distributed and reviewed by Mark Keintz. He pointed out that the current fiscal year (ending 3/31/09) will not include the Black and White Gala fundraising event. Mark stated that he will try to prepare written reports for presentation at future meetings and that from now on the monthly financials will include comparison with budget and the previous year-to-date. The financial reports for the Local for fiscal year ending 3/31/08 will be available in the next two weeks; it is hoped that financial reporting for the CHCA and Local will be up-to-date in one month. Mark stated that bookkeeper Sue Kowert had to correct the work of the temporary bookkeeper, and this was very time-consuming. Dina explained the challenges of bookkeeping for the CHCA, Local, and Fund and pointed out that the priority was on taking care of payroll during Sue’s 3-month absence. It was mentioned that the Fund Trustees are required to report to the CHCA in October and at the April annual meeting. Meredith Sonderskov stated that the April report from Fund President Jean Hemphill was a spoken report, but it should have also been in writing. Mark agreed and stated he would discuss this with the Trustees.

Report from Vice President, Social Division. Jane Piotrowski distributed and reviewed her report, which covered the following topics: the Pastorius Park concert series; the picnic honoring police and firefighters to be held on July 30; the Holiday House Tour to be held on December 6; the “Let’s Get Lit” fundraiser for holiday tree lights on the Avenue to be held on July 24; CHCA membership; Buckley Park; and Circle of Trees. Jane passed around a sign-up sheet for volunteers for the various CHCA projects and committees in her division. She thanked Janine Dwyer and Grant MacAvoy for doing a fantastic job organizing this year’s summer concert series, thanked the Rotary Club for volunteering at last night’s concert, and thanked Citibank for sponsoring various community events. Greg Welsh, President of the Chestnut Hill Business Association, spoke about the “Let’s Get Lit” fundraiser; it is hoped that 100 trees will be “adopted” for $500 each. There will also be a raffle for five prizes: 1) a $500 gift certificate for shops on the Avenue, 2) a 3-minute shopping spree at O’Doodles, 3) monthly dinner for two for one year at Chestnut Hill restaurants, 4) a Chestnut Hill party package, and 5) Thanksgiving and Christmas floral arrangements from Robertson’s. The new tree lights will last 3-5 years, and PECO is paying for two out of the four months of the required electricity. Meredith Sonderskov provided an update on the Life and Learning Center (in the process of merging with the Chestnut Hill Senior Center) and Marianne Dwyer provided an update on the activities of Teenagers, Inc.

Report from Vice President, Physical Division. Ned Mitinger stated that the Land Use Planning and Zoning Committee and the Development Review Committee are in the process of considering plans for the Tree House Play Café and the Tree Walk at the Morris Arboretum. Joanne Dhody, chair of the Aesthetics Committee, and Patrick Moran, chair of the Traffic, Transportation, and Parking Committee, provided updates about their respective committees. Ann Spaeth expressed her concern about the deck at the back of the Cuba Restaurant; Joanne stated that a permit was not required for the deck.

Report from Vice President of Operations. Dina Hitchcock provided an update about the Fair Housing Council lawsuit against the Local. (Several classified ads for apartments were deemed discriminatory against families with children.) After a two-hour negotiation session including a lawyer representing the Local and a mediator, an agreement has been reached and will be signed within a month. Dina stated that she will report on the terms of the agreement once it has been signed.

Report from Community Manager. Philip LeCalsey distributed and reviewed his report, which covered the following topics: 1) the Pastorius Park concert series, 2) new Board member orientation, 3) community meetings, 4) Holiday House Tour, 5) website/IT issues, 6) payroll service change, 7) rental of 8436 space, and 8) membership letters. Philip emphasized that we are seeking volunteers to help maintain the CHCA website. Christopher Padova asked how the CHCA can help find tenants for the empty storefronts. Mike Hickey responded that the best way to do this is to support the businesses on the Avenue to ensure a viable business corridor; the Business Association and the Business Improvement District are working on promoting the district. E-mail blasts, in addition to newspaper advertisements, are being used to encourage shopping at the stores.

Discussion about the CHCA Election. Tolis opened the discussion by stating that at the May Executive Committee meeting, Ron Recko expressed his wish to have the ballots returned to the CHCA office as stated in the approved election procedures. He was told to put his request in writing to the Judges of Election, who would then investigate and get back to him. Tolis also mentioned that many articles have appeared in the Local regarding the election, and then he opened the floor for discussion. Ed Feldman distributed copies of the following statement and read it into the record:

“We, the undersigned, declare the 2008 Chestnut Hill Community Association Board of Directors election invalid, and a new election take place, due to violations of election rules listed below.
We further move for the replacement of the Judges of Election, due to violations of CHCA election rules listed below.
We further move for the resignation of CHCA Vice President of Operations, Dina Hitchcock, due to the violations of CHCA election rules listed below.

* A mass purchase (65, equaling 130 votes) of CHCA memberships was made on the last day of voting. These memberships, with ballots attached, all paid for in cash, all without phone numbers, were for people who had never before voted in a CHCA election. Forty-nine percent of these voters were not residents of Pennsylvania.
* Before questions were raised about these votes, Dina Hitchcock, Vice President of Operations and also seeking re-election, ordered the ballots not be kept in the CHCA office. (Source – Caroline Haussermann, Judge of Election, the Local) This was a violation of the 2007 CHCA Rules of Election. (#26 – “All ballots will be kept for thirty days in the CHCA office.”) The Judges of Election, an independent body in any election, kept the ballots, never placing them in the office.

* Written requests, by the Local and by a former President of the CHCA, were made to examine the ballots. They were denied. This was a violation of the 2006 CHCA Rules of Election (never amended). (“All ballots, including those disqualified, will be saved for thirty days and will be available in the CHCA office for examination during that time.”)

* The ballots were destroyed by the Judges of Election, again acting on orders by Dina Hitchcock. (Source – Caroline Haussermann, Judge of Election, the Local) Nowhere in the CHCA Rules of Election is there a provision for any destruction or disposal of ballots.

The CHCA Board has refused to discuss these matters at either the Executive Committee meeting or the Board meeting. We, the undersigned, believe we must move to resolve this matter in order to restore community confidence in the CHCA.”

In the ensuing discussion, the following points were mentioned: ballots are required to be kept secret; there is a provision in the election procedures to ensure the confidentiality/privacy of the voters; Ron Recko and Ann Spaeth wanted to examine the signatures, not the ballots themselves (who voted for whom); according to the CHCA bylaws, the Judges of Election and the Community Manager have sole authority to determine the validity of the ballots; newly-elected Board members should examine their conscience and resign if they feel they were not validly elected; and the Judges re-examined the ballots and found the outcome would not have changed. James Dunn asked why were the ballots hidden and then destroyed? Dina responded that she never ordered the ballots to be destroyed. Elizabeth Haimes expressed her view that it was very wrong to destroy the ballots when people are on record as wanting an investigation. Ed Berg responded that the Judges were exercising their authority, but the rules need to be re-written for future elections. Other points raised in the discussion included: the concern that ballots were forged (did the same person sign many ballots?); the Board should admit that serious mistakes were made and apologize; the importance of community members attending future Board meetings; and consideration of whether voters should be required to reside in Chestnut Hill. Patrick Moran stated that some members of the Board were appalled by what happened, and he offered an apology. Joanne Dhody also apologized. Kristina Sullivan suggested that in order to ensure the privacy of the voters in future elections, ballots should be numbered before separating the identifying information from the ballot so that questionable ballots can be invalidated. After further discussion, Kathy Jones offered a motion to close debate (19 votes needed to pass); this motion was seconded and passed, with 22 voting in favor.

Approval of Board Resolutions Recognizing Volunteers. Stewart Graham circulated copies of two resolutions, one thanking Fred Williams for his 41 years of service organizing the Pastorius Park summer concert series; and the other thanking Tia Burke for her four years of service organizing the concerts. There was a motion to adopt these resolutions; this motion was seconded and passed unanimously.

Executive Session. There was a motion to go into executive session to discuss an employee evaluation; this motion was seconded and passed with one absention (Brian Rudnick). Except for Pete Mazzaccaro, all of the people at the meeting who are not members of the Board were asked to leave the room. After the executive session, there being no further business, the meeting was adjourned at 10:25 PM.

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, on 7/7/08.

Respectfully submitted on 7/9/08 by:

Kristina Sullivan
CHCA Secretary

Approved by the Board of Directors without amendment on 7/31/08.