Board Members Present:

Elaine Aiello, Lou Aiello, Jane Becker, Richard Becker, Margaret Brunton, Joanne Dhody, James Foster, Stewart Graham, Jeremy Heep (VP Physical Division), Thomas Hemphill, Dina Hitchcock (VP Operations), Nancy Hutter (Secretary), Kathleen Jones, Mark Keintz, Doug Knauer, Marie Lachat, Howard Lesnick, John Levitties, Anne McNally, Ned Mitinger, Patrick Moran, Jane Piotrowski (VP Social Division), Bob Previdi, Ron Recko (Immediate Past President), Meredith Sonderskov, Ann Spaeth, George Spaeth, Jonathan Sternberg, Kristina Sullivan, Walter Sullivan, Pam Rosser Thistle, and Tolis Vardakis (President)

Board Members Excused: Robert Bacino, Mary Anna Ross Cowper, Thomas Fleming, Eden Kainer, Janice Manzi, and Christopher Padova

Board Members Absent: Edward Berg, Tia Burke, Carol Cope, Janine Dwyer, Marianne Dwyer, Matthew Engebrethson, Virginia Mallery, Sarah Maneely, Susan Pizzano, Kip Powell, and George Roitzsch

Others Present: Ed Budnick, Moss Disston (Treasurer), Martha Haley (Oversight Committee Member), Sanjiv Jain (Legacy Real Estate President), Harry Johnston and Judy Morgan (Budget and Finance Committee Members), Linda Littlejohn, Richard Maloumian, Pete Mazzaccaro (CH Local Editor), John O’Connell, Joe Pie, Martha Sharkey (Community Manager), and Noreen Spota (Administrative Coordinator)

Tolis Vardakis called the meeting to order at 7:35 PM. Tolis expressed congratulations on behalf of the Board to Pete Mazzaccaro on the birth of his son. Noreen Spota conducted the roll call.

Approval of Agenda. Ron Recko offered a motion to remove from the table the issue of following up with an engagement letter that was sent to accountant Charles Ward to perform an audit for the CHCA/Local for the year ending 3/31/06, and to put this item on the agenda prior to the other action items. This motion was seconded but defeated, with 10 votes in favor of amending the agenda, 14 votes opposed, and three abstentions. Ron then suggested that the action item “Ad Hoc (Snowden) Committee Report,” which was to be presented by Tom Fleming, be amended to read “Snowden Report” due to Tom’s absence. Kathy Jones then offered a motion to approve the agenda as amended, and this motion passed.

Approval of Minutes. Dina Hitchcock offered a motion to approve the Board meeting minutes from June 28, 2007. Ann Spaeth pointed out that 1) Dina had offered to send her VP of Operations report to the Board via e-mail after the June meeting, but this report was not sent; and 2) it was still unclear where accountant Charlie Jebran obtained his information to conduct the 2006 audit for the CHCA/Local (was it from the CHCA or self-generated?). Moss Disston said that he called Mr. Jebran and was told that the information came from a combination of sources, mainly the financial reports prepared by the CHCA staff. Nancy Hutter mentioned her request at the June meeting that Moss provide the Board with written justification of why he accepted the audit prepared by Mr. Jebran, in case it was questioned in the future by government entities. This report was sent to Noreen but was used to clarify her draft of the June meeting minutes, and it was not sent to the full Board. Nancy offered a motion to approve the minutes without Moss’s additions. This motion was seconded and passed. (Moss’s report will be sent separately to the Board.)

Complimentary Space in the Local to Announce CHCA Events. At the Executive Committee meeting of July 12, 2007, after prior discussion with Pete Mazzaccaro and Martha Sharkey, Jane Piotrowski offered a motion recommending that the Board approve having complimentary space available in the Local to announce events sponsored by the CHCA, with the understanding that the location of these announcements, notices, and invitations shall be decided by the Local. Jane’s motion included the stipulation that “the CHCA may not necessarily have the ‘first pick’ of advertising space so as not to lose money from a paying advertiser. However, the production staff will place CHCA announcements, notices, and invitations in a suitable location (i.e. within the first section) of the paper for the community to view.” This motion was approved unanimously by the Executive Committee and at the time, Ed Feldman pointed out that this arrangement was agreed to by Pete a year ago. Jane read her motion to the Board, and it was seconded by George Spaeth. This led to a discussion about whether the Local should produce an accounting to the Board of how much subsidy is being granted to the CHCA for the announcement/ advertising space. Jane explained that each event (e.g. Black and White Gala, Holiday House Tour) would have one or two announcements and that Pete would receive a schedule of them. Martha Sharkey clarified the difference between having complimentary space for occasional CHCA announcements/invitations vs. having a full page devoted to CHCA activities in each issue. Mark Keintz offered an amendment to Jane’s motion, adding that we need to account for the value of the space being given to the CHCA, and this should appear in the monthly financial reports. Mark’s amendment was approved with one abstention and Jane’s motion as amended was approved with one abstention (both abstentions were by Nancy Hutter).

Snowden Report. Referring to the apology letter to Richard Snowden and Bowman Properties that was co-signed by himself and Pete Mazzaccaro, Tolis Vardakis suggested that it is time to disband the Ad Hoc Committee formed to resolved the conflicts between Mr. Snowden and the CHCA/Local. A motion to this effect was offered by Kathy Jones and seconded by several people. Tolis stated that it is now up to Mr. Snowden to resolve these issues. George Spaeth felt that there was no reason to disband the committee and that it could instead be inactive. Kathy’s motion passed with one vote opposed (George Spaeth).

Appointment of LUPZ Committee Member to Chestnut Hill Hospital Master Plan Advisory Committee. Ron Recko stated that Jonathan Nalli, Chief Operations Officer of Chestnut Hill Hospital, had asked him to appoint four people to this committee; he selected Ed Budnick, Tom Fleming, Jeff Krieger, and Joseph Pizzano. Jeremy Heep explained that, if approved by the Board, architect Jeff Krieger would be replaced by architect Steve Gendler, who is a member of the LUPZ Committee, in order to promote communication between the two committees. According to Jeremy, this arrangement is acceptable to both Mr. Krieger and Mr. Gendler. His motion passed with one vote opposed (Jane Becker).

Approval of New Budget and Finance Committee Members. Moss Disston introduced the proposed members of the Budget and Finance Committee (which he chairs) and briefly described their qualifications to serve: Steve Fillebrown, Stewart Graham, Dina Hitchcock, Harry Johnston, Ned Mitinger, Judy Morgan, Jane Piotrowski, and Tolis Vardakis (ex-officio since he is the President). Dina offered a motion to approve these committee members, and this passed with three abstentions (Jim Foster, Ron Recko, and George Spaeth).

Report from Treasurer. Financial statements as of 6/30/07 for the CHCA, Local, and Fund were distributed. Moss noted various trends in the reports. It was pointed out that the $10,000 sponsorship promised by Chestnut Hill Hospital for the Pastorius Park concert series should appear as part of Accounts Receivable on the CHCA balance sheet. For the Local, a key consideration is the number of issues published within the month and the number of pay periods falling within the month. It was suggested that line I2 for the Fund, recycling income, be deleted since recycling income will now go to the Association; this income should be given its own line item and not be a part of line I6 for the CHCA (miscellaneous income). Regarding line L4 of the Local’s balance sheet, it was pointed out that no payment schedule has been established yet for the $31,000 loan from the Fund to the Local. Jim Foster stated one of the findings of the Oversight Committee: that none of the loans (totaling $180,000) drawn on Fund assets to the CHCA/Local were properly documented. This means that the Fund’s balance sheet understates the assets actually owned by the Fund and the financial statements should be amended. Moss reported that at the Budget and Finance Committee meeting held earlier in July, Judy Morgan was asked to conduct research on the “inter-agency” transfers (loans and grants) of funds. Tolis stated that he also asked Jean Hemphill, President of the Fund, for this information so that a payment plan can be established from the CHCA/Local to the Fund. The Budget and Finance Committee will perform a 5-year analysis of the Local’s financial viability in order to ensure its future viability.

Report from Vice President of Social Division. Jane Piotrowski reported that the previous evening’s picnic for police, firefighters, and postal workers serving Chestnut Hill was a success, with $570 in income. An invoice has not yet been received from Paul Roller, who catered the event. Approximately $15,000 in sponsorships for the Black and White Gala has been received so far, and “star supporters” are being sought. Jane and Martha are in the process of locating the homes that will be featured in this year’s Holiday House Tour; CN8 has agreed to be a “media partner” for the event.

Report from Vice President of Physical Division. Jeremy Heep expressed his thanks to Jane and other volunteers from the Business Association for their ongoing work to take care of the various parks and train stations in Chestnut Hill (e.g. Buckley Park and the Chestnut Hill East station). He reminded the Board that the Land Use, Planning, and Zoning Committee will meet on Thursday, August 2 and will review applications for: 1) the Science Center at Chestnut Hill Academy; 2) new use for the space formerly occupied by Color Me Mine on Germantown Avenue; and 3) an art gallery on West Mermaid Lane.

Report from Community Manager. Martha Sharkey distributed copies of her report, which covered the following topics: 1) community relations (Jenks School, Crefeld School, Commerce Bank, and PNC Bank); 2) Welcome Wagon (“Welcome Home to Chestnut Hill”); 3) Black and White Gala; 4) “First Friday”; 5) Community Association block/page in the Local; 6) ongoing updating of the CHCA website; and 7) office communications.

Old Business.

Audits. George Spaeth, noting that financial issues have divided the Board, distributed the following written motion: “I move that the CHCA engage the services of the accountant, Mr. Ward, to audit the financial records of the CHCA for the fiscal years 2005 and 2006, with the express, written agreement of Mr. Ward that there will be no charge to the CHCA for this service, because the costs for performing the audit will be paid entirely by parties other than the CHCA.” This motion was seconded. Richard Becker stated that we do not know Mr. Ward and inquired about whether other accountants have been considered to do the work. Jim Foster responded that Mr. Ward has already reviewed our records, specializes in non-profits and their for-profit affiliates, and charges reasonable rates. Moss Disston expressed his concern that since the year ending 3/31/05 has not been audited, a significant amount of CHCA staff time, especially that of the bookkeeper, will be required, particularly since she was not employed by the CHCA during the periods in question. This may delay work on the 2007 audit. Some Board members asked why not perform the 2005 audit instead of 2006 audit twice. Ron Recko stated that it is important to know why money was borrowed from the Fund and where the money went. Ned Mitinger questioned if the auditor will be reporting to the CHCA President, Board, or the Budget and Finance Committee. Kathy Jones offered the following amendment to George Spaeth’s motion: “1) Acknowledgement that additional staff time will be required and that the staff work with Mr. Ward; 2) the Budget and Finance Committee work with Mr. Ward; and 3) a report be presented to the CHCA by Mr. Ward.”

Walter Sullivan felt that the 2006 audit should be performed again only if it is determined that the current CPA, Mr. Jebran, lacked competence or integrity. He cited the 30-page report of the Oversight Committee and asked what more can we expect from another audit of 2006. Jim Foster pointed out that an entry in the 2006 IRS tax return (Form 1120) for the CHCA/Local mentions a $300,000 line of credit, but this appears to be an error, indicating that Mr. Jebran did not verify it with the bank. Mark Keintz inquired about whether Mr. Jebran has been contacted about the apparent error. Ann Spaeth expressed her belief that due to CHCA’s financial problems over the past several years, the full Board should have had the opportunity to question Mr. Jebran in detail about the audit that was performed. Jane Becker asked whether three bids should have been sought and where the money is coming from. Howard Lesnick emphasized that all of these concerns are “red herrings” and that if the Board fails to approve George Spaeth’s motion, “we will pay the price.” Martha Haley pointed out that the donor is not anonymous. Jeremy Heep asked whether Mr. Jebran performed the checking we asked him to do. Moss Disston responded that he met with Mr. Jebran after receiving concerns about the audit from two members of the Budget and Finance Committee (Judy Morgan and Steve Fillebrown). Neither of them mentioned the “$300,000 line of credit.” Moss stated that he would be prepared to change his mind about approving the 2006 audit if he could be convinced that it contains substantial errors.

At this point there was a motion to extend the meeting until 10:20 PM; this was approved. Anne McNally and Mark Keintz both asked whether it was $5,000 or $10,000 that was donated for the audits, since it was pointed out the Mr. Ward would charge $8,000-10,000 for the 2006 CHCA/Local audit alone. There was a motion to call the previous question (stop discussion); this was approved. The amendment proposed by Kathy Jones was approved. George Spaeth then stated his wish to table his motion as amended. This was seconded and approved with 16 votes in favor, 12 votes opposed, and one abstention (Jim Foster). There was another motion to extend the meeting until 10:30 PM; this was approved. Nancy Hutter reiterated the need for a statement from Moss explaining his reason for approving the 2006 audit performed by Mr. Jebran and that if the Board does not receive this, it is not performing “due diligence.” Moss assured the Board that his statement will be sent to the Board along with the various e-mails from Mr. Jebran and the Budget and Finance Committee members. Nancy also urged Moss to read the Oversight Committee report. Jane Becker said that Nancy’s comments to Moss were out-of-line, but Meredith Sonderskov responded that the Board has a fiduciary duty to perform “due diligence.”

Status of Oversight Committee. At the June Board meeting, Ned Mitinger offered a motion to disband the Oversight Committee, and the motion was subsequently tabled. Dina Hitchcock offered a motion to remove Ned’s motion from the table, and this was approved. A discussion ensued about the need for an Oversight Committee separate from the Board and from the Budget and Finance Committee. There was a motion to call the previous question (stop discussion); this motion was approved with 24 votes in favor and three votes opposed. There was a motion to conduct a roll call vote; this was approved. The following 16 people voted in favor of disbanding the Oversight Committee: Elaine Aiello, Lou Aiello, Jane Becker, Richard Becker, Stewart Graham, Jeremy Heep, Dina Hitchcock, Marie Lachat, John Levitties, Anne McNally, Ned Mitinger, Jane Piotrowski, Bob Previdi, Kristina Sullivan, Walter Sullivan, and Pam Thistle. The following 14 people voted against disbanding the committee: Margaret Brunton, Joanne Dhody, Jim Foster, Tom Hemphill, Nancy Hutter, Kathy Jones, Mark Keintz, Howard Lesnick, Patrick Moran, Ron Recko, Meredith Sonderskov, Ann Spaeth, George Spaeth, and Jonathan Sternberg. President Tolis Vardakis did not vote.

Real Estate Commission. Mr. Sanjiv Jain of Legacy Real Estate appeared before the Board. He stated that he had been contacted by letter by the Oversight Committee Chair, Jim Foster, in December 2006. Mr. Jain stated that he had mailed copies of the cancelled check for a commission paid to Tamilla Frishman, a real estate agent at Legacy Real Estate, for the rental of 8431 Germantown Avenue to Carlson Wagonlit Travel Agency. He stated that his company did not profit in any way from the commission paid to Ms. Frishman. He stated that he had never heard from Mr. Foster or the Oversight Committee after he sent said documentation to him. Jim Foster stated that he never received this documentation.

Due to the late hour, the meeting was adjourned at 10:45 PM.

Respectfully submitted,

Nancy Hutter
CHCA Secretary

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, and approved by the Board of Directors on 8/23/07.