MINUTES

Board Members Present:

Elaine Aiello, Lou Aiello, Jane Becker, Richard Becker, Margaret Brunton, Carol Cope, Mary Anna Ross Cowper, Marianne Dwyer, Thomas Fleming, Stewart Graham, Thomas Hemphill, Dina Hitchcock (VP Operations), Nancy Hutter (Secretary), Mark Keintz, Doug Knauer, Marie Lachat, Howard Lesnick, Anne McNally, Jane Piotrowski (VP Social Division), Bob Previdi, Ron Recko (Immediate Past President), Meredith Sonderskov, Jonathan Sternberg, Kristina Sullivan, Walter Sullivan, Pam Thistle, and Tolis Vardakis (President)

Board Members Excused: Tia Burke, Joanne Dhody, Janine Dwyer, Jeremy Heep (VP Physical Division), Kathy Jones, Eden Kainer, Sarah Maneely, Ned Mitinger, Patrick Moran, and Christopher Padova

Board Members Absent: Robert Bacino, Edward Berg, Matthew Engebrethson, James Foster, John Levitties, Virginia Mallery, Janice Manzi, Susan Pizzano, Kip Powell, George Roitzsch, Ann Spaeth, and George Spaeth

Others Present: Steve Fillebrown (Member, Budget and Finance Committee), Jean Hemphill (President, Chestnut Hill Community Fund), Jeff Krieger, Linda Littlejohn, Pete Mazzaccaro (Editor, CH Local), Joe Pie, Martha Sharkey (Community Manager), and Noreen Spota (Administrative Coordinator)

Tolis Vardakis called the meeting to order at 7:35 PM and asked for a moment of silence. Noreen Spota conducted the roll call.

Approval of Agenda. Howard Lesnick offered a motion to remove from the table George Spaeth’s motion, as amended by Kathy Jones, from last month’s Board meeting: “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.” Kathy’s amendment read as follows: “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.” Howard’s motion was seconded and passed, and this item was placed on the agenda.

Approval of Minutes. The Board meeting minutes from July 26, 2007 were approved with a revision submitted by Dina Hitchcock.

Approval of Variance for the Chestnut Hill Academy Science Building. Martha Sharkey summarized the status of this project, which included concerns and suggestions from various CHCA committees. There was a motion to approve a variance; this motion was seconded and passed. Architect Jeff Krieger noted that a hearing with the Zoning Board of Adjustment will be held on September 11, 2007. Martha will immediately prepare a letter documenting the CHCA Board’s approval of the variance.

Approval of New Organizational Procedures Regarding Motions and Reports. Nancy Hutter circulated the following written motion: “All formal motions submitted to the Board shall be in writing and copies circulated to members prior to the meeting. Reports to the Board from committees and officers shall be in writing and copies circulated prior to the meeting. It shall be the responsibility of those members who propose ad hoc motions during the meeting, or who propose amendments to motions, to make sure that a written copy of such motions or amendments is submitted to the Board Secretary or Administrative Assistant at the end of the meeting.” This motion was seconded. In the ensuing discussion, Howard Lesnick suggested that motions be written and read prior to the vote (not only prior to the end of the meeting). Carol Cope stated that this procedure could prevent “free-wheeling” discussion and that perhaps it could be a recommended, but not required, procedure. Meredith Sonderskov read a section from Robert’s Rules of Order. Walter Sullivan agreed that this should be an ideal, or hoped for, procedure but not necessarily required. He also stated that it is the responsibility of the person chairing the meeting to make sure that everyone present understands exactly what each vote is about; having motions submitted at the end of the meeting could lead to inadvertent changes in the wording of motions. Mark Keintz proposed that there should be no votes until a written motion has been submitted to the Board Secretary. Based on this discussion, Nancy’s motion was amended to read as follows: “All formal motions submitted to the Board should be in writing and copies circulated to members prior to the meeting. Reports to the Board from committees and officers should be in writing and copies circulated prior to the meeting. It shall be the responsibility of those members who propose ad hoc motions during the meeting, or who propose amendments to motions, to make sure that a written copy of such motions or amendments is read prior to the vote and submitted to the Board Secretary or Administrative Assistant at the end of the meeting.” This motion was seconded and passed unanimously.

Report from Treasurer. Financial statements as of 7/31/07 for the CHCA, Local, and Fund were distributed. In Moss Disston’s absence, Steve Fillebrown noted various trends in the reports. He said that he will ask bookkeeper Sue Kowert to create a separate line item to account for the value of the complimentary space in the Local used to announce CHCA events. Tom Fleming expressed his concern that net income for the Local is projected to be only $2,934 during this fiscal year. Dina Hitchcock stated that the Budget and Finance Committee is closely examining the Local’s budget to increase income and reduce expenses. Mark Keintz predicted that, based on trends evidenced thus far, the Local’s finances will do better than the budget figures this year. After further discussion about the Aspinwall Fund and the location of the Community Fund’s investments, there was a motion to accept the Treasurer’s report. This motion was seconded and passed.

Steve Fillebrown then reported on the status of obtaining bids from four accounting firms to perform the CHCA/Local and Fund audits for the fiscal year ending 3/31/07. All of the firms are experienced with non-profits; peer review and references were obtained. Steve described the various bids and explained that seven of the eight Budget and Finance Committee members selected the St. Clair accounting firm because the bid was locked in for three years and they are not associated with any CHCA “faction.” Mark Keintz offered the following motion: “Based on the recommendation of the majority of the Budget and Finance Committee, I move that the CHCA engage the service of St. Clair to conduct an audit of the CHCA, including the Chestnut Hill Local, for the fiscal years ending in March 2007, March 2008, and March 2009, with costs not to exceed $12,500 per year.” This motion was seconded. (This figure does not include auditing the Fund.) Ron Recko read a letter from Judy Morgan, the member of the Budget and Finance Committee who selected Mr. Charles Ward to perform the 2007 audit. In her letter, Judy expressed her concern about the higher fees charged by the St. Clair firm. Ron also stated that Judy had been assigned a task to research Fund transfers, and that some of these records were in boxes in the CHCA basement and had been waterlogged, making the task very difficult. Jean Hemphill, speaking for the Fund Trustees, noted that an extension has been granted for the filing of Form 990 but that they have been waiting for the CHCA Board to makes its decision about selecting an auditor. She pointed out that the higher fees are due to the fact that non-profit accounting regulations are becoming increasingly complex. Tom Fleming, noting that Lloyd Wells agreed to contribute $10,000 toward the re-audit of 2006 by Mr. Ward, wondered whether he may agree to help pay for a new auditor if it is not Mr. Ward. Carol Cope pointed out that the new accountant can, if he needs to, look at the previous year (2006) in addition to the current year, and Steve Fillebrown confirmed this. Carol also noted the qualifications of the members of the Budget and Finance Committee who recommended to the Board the selection of the St. Clair firm for a 3-year auditing contract. Nancy Hutter reminded the Board that $11,800 had been allocated at the April 26, 2007 special meeting of the Board for an independent audit of the 2006 CHCA/Local. The new Board subsequently voted to reject a new audit. Nancy also requested that there be a termination clause in our contract with the St. Clair firm should the service be unsatisfactory at any point during the next three years. Steve stated that we can include this stipulation in our engagement letter. After further discussion, including Carol Cope reading from the minutes of the April 26 Board meeting, Howard moved the previous question (stopping discussion). This motion passed, and then Mark Keintz’s original motion was approved with two votes opposed and three abstentions.

Howard Lesnick then read George Spaeth’s motion from last month’s Board meeting along with Kathy Jones’s amendment. The vote to remove this motion from the table passed, with two opposed and one abstention. Howard re-submitted the Spaeth motion and this was seconded. At this point, Tolis Vardakis read the following statement:

“Once again our board is divided. There is nothing wrong with having and expressing different opinions. There is nothing wrong with being divided on an issue. These are the pleasures or pains of democracy, depending on how you see it. However, there is something wrong when people get into a crusading destructive mode when their opinion does not prevail. Personal attacks, misquotes, ugly characterizations, and attacks on professional integrity do not serve the interests of either the person who resorts to them or this body.

“On the issue of the audit, I heard you debate it, and I have been contacted by both sides of the argument to make their case. I was even asked to bypass the board and authorize a second audit; so much for democratic process. Even a typed statement favoring the second audit was sent to me to print in the Local under my name.

“Moss asked for proof on substantial errors, but it has not been provided as to why the Jebran independent audit is not acceptable. Just as Jane Piotrowski asked a simple question at the last board meeting, ‘Is there anything you know that the board does not know?’ She was given no answer.

“On August 8, Jean Hemphill and I provided the opportunity for a meeting to the principals who are against the Jebran audit to meet with Jebran face to face to tell him what is wrong with his audit, and for Jebran to have the opportunity to respond. Jean sent an email to all invitees. Charlie Jebran and Steve Fillebrown agreed, Judy Morgan in a timely manner declined due to a prior commitment, Moss Disston postponed departure for his vacation for one day in order to attend the meeting, Jim Foster accepted in a phone conversation with Jean, and directions to my house were discussed.

“Jim never showed up at the meeting. We left messages on his cell and home phone, and sent him an email, and Moss waited for him outside thinking Jim probably got lost.

“I stood by the opinion of our treasurer Moss Disston and Steve Fillebrown to accept the Jebran independent audit, and I do so today. There is no need for a second audit.

“About six weeks ago, Judy Morgan was assigned the task to conduct research of the Fund transfers from 2002 to 2007, to find out the account the money was transferred to and where the money went, and to establish which transfers were grants and which were loans. We will then work with the trustees to come up with a plan to pay back the loans and submit a report to the board for full review. The above is part of my agenda that I distributed to you two months ago. If the report indicates that a tax filing needs to be amended, we will do it. By doing this with full accountability and transparency, we demonstrate to all that we have the capacity and are willing and able to execute such tasks. This is how we will earn the trust of skeptical board members and of the public.”

In response to Tolis’s statement, Ron Recko said that if the Board rejects the money donated for the 2006 audit, the perception will be that something is being covered up. Carol Cope responded that if we re-audit 2006, Mr. Jebran’s character and professional qualifications are besmirched, and three accounting firms have declined to bid on the 2007 audits. At this point Howard Lesnick offered a motion to end debate. This motion was seconded and passed with 19 votes in favor, four votes opposed, and two abstentions. George Spaeth’s motion was defeated with seven votes in favor, 17 votes opposed, and one abstention.

Report from Vice President of Social Division. Jane Piotrowski reported on the many plans for the Black and White Gala to be held on Saturday, September 15. Terrific auction items have been donated and a form was given to each member of the Board to donate to the auction and receive a “star listing” in the program book. Several people have already donated to pay for the champagne raffle and wine. Jane urged Board members to make their reservations and asked for volunteers to help with collecting food donations, plants, and decorative items on the day of the event, and to help with setup and cleanup. Jane also provided an update on fundraising efforts for the maintenance of Buckley Park as well as on this year’s very successful Pastorius Park concert series. Special appreciation was expressed for Tia Burke, who spent a tremendous amount of time and effort organizing the series for the past four years.

Marianne Dwyer, Executive Director of Teenagers, Inc., provided an update. She said that discussion is underway to “re-brand” the organization. The annual “Ghost Walk” will be held on Saturday, October 27 and “A Taste of Chestnut Hill” will be held on Sunday, November 18 from 5:00 to 8:30 PM. There will also be a trip to New York City on Saturday, December 1 (everyone is invited). Teens will volunteer for the Black and White Gala and the Fall for the Arts festival. Jane Becker thanked Marianne for her many years of service for Teens Inc. Meredith Sonderskov, President of the Senior Center, also provided an update regarding the possibility of using the Chestnut Hill Presbyterian Church as the new Senior Center site. Doug Knauer thanked the many volunteers, including Martha Sharkey, for their help with this summer’s concert series.

Report from Vice President of Physical Division. In Jeremy Heep’s absence, Martha Sharkey reported on two applications being considered by the various Physical Division committees: the “Play Café” plans for the space formerly occupied by Color Me Mine, and the Strasburg Cellars plan to open a wine shop in the BnB cigar shop. It was confirmed that the “Play Café” owners are applying for a liquor license and want to add a fourth story to the building. Martha stated that the Aesthetics, Development Review, and Land Use Planning and Zoning Committees will examine these plans in detail.

Report from Vice President of Operations. Dina Hitchcock reported that plans were underway for the Fund Drive kickoff to be held on Friday, October 26. Proposals for a new telephone system for the CHCA/Local offices are being solicited (the current system is seriously outdated) and will be reviewed by the Budget and Finance Committee. Dina has contacted the IRS and the State Attorney General’s office to ask for guidance regarding certain Board members’ concerns about our financials. She will report back to the Board once she hears about how to proceed. Pam Thistle, co-chair of this year’s Holiday House Tour to be held on Saturday, December 8, reported that letters to the prospective designers have been mailed and that the committee is considering having a sponsor (for example, a realtor) for each house. A sign-up sheet for volunteers was circulated.

Report from Community Manager. Martha Sharkey distributed and reviewed her report, which covered the following topics: 1) community relations (Jenks School, Commerce Bank, Rotary Club, Hatch Dance Theater, Springside School, Delaware Valley Regional Planning Commission, Lutheran Settlement House, Historic Germantown Preserved, Crefeld School, and WHYY); 2) replacement of the office telephone system; 3) property management issues; 4) membership; 5) “Welcome Home to Chestnut Hill”; 6) CHCA page in the Local; 7) Black and White Gala; and 8) Holiday House Tour. At this point various ideas were exchanged about publicizing the Gala. Nancy Hutter commended Martha’s report and suggested that this information should be printed in the Local.

Old Business.

Commerce Bank. Responding to Martha Sharkey’s report that Commerce Bank is now turning off the bright blue and red neon window signs each night, Nancy Hutter stated that if not for the efforts of Jim Foster, the Chestnut Hill branch would look like the branch in Flourtown. Mark Keintz pointed out that many people were involved in the CHCA efforts with Commerce Bank.

Bowman Properties. Tom Fleming reported that Richard Snowden, managing partner of Bowman Properties, was pleased with the letter written by Tolis Vardakis and Pete Mazzaccaro that was published in the Local. According to Tom, Mr. Snowden will respond with his own letter soon and has made a more visible effort to locate a restaurant for the space formerly occupied by Under the Blue Moon.

Norwood-Fontbonne Academy Scholarship.Jane Becker read a letter received from Sister Jean, Principal of the Academy, thanking the CHCA Board for its donation on behalf of Lou and Elaine Aiello’s son, who passed away in June. This donation will be used for a scholarship for a student whose father recently passed away.

Public Safety Issues. There was a brief discussion about public safety issues, theft prevention strategies, and the need for volunteers to work for the Chestnut Hill Town Watch and CHCA Public Safety Committee.

New Business. Mary Anna Ross Cowper briefly described her recent e-mail exchange with Pete Mazzaccaro about the Lentz Policy. She requested that the Board address this issue at its meeting next month.

Having run out of time, the meeting was adjourned at 10:00 PM.

Respectfully submitted,

Nancy Hutter
CHCA Secretary

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, and approved by the Board of Directors on 9/27/07.