Chestnut Hill Library
Thursday, September 28, 2006

MINUTES

Board Members Present:

Elaine Aiello, Lou Aiello, Bob Bacino, Jane Becker, Richard Becker, Carol Cope, Joanne Dhody,
Maxine Dornemann, Janine Dwyer, Marianne Dwyer, Matt Engebrethson, Ed Feldman, Jim Foster,
James Gleason, Tom Hemphill, Dina Hitchcock, Nancy Hutter, Kathleen Jones, Bright Judson,
Marie Lachat, Howard Lesnick, John Levitties, Sarah Maneely, Janice Manzi, Anne McNally,
Ned Mitinger, John O’Connell, Christopher Padova, Jane Piotrowski, Joseph Pizzano, Susan Pizzano,
Ron Recko, George Roitzsch, Gina Sannicandro, Meredith Sonderskov, Ann Spaeth, Jonathan Sternberg, Kristina Sullivan, Walter Sullivan, Lisa Sullivan-Mancuso, and Sister Carol Jean Vale

Board Members Excused: Maryanna Ross Cowper, Tom Fleming, Jeremy Heep, Virginia Mallery, Stanley Moat,
Kip Powell, and Frank Steele

Board Members Absent: Tia Burke and Stewart Graham

Others Present: Ed Budnick (CHCA Interim Community Manager), John Haak (LUPZ Co-Chair), Martha Haley,
John Ingersoll, Mary Ann Koller (Holiday House Tour Co-Chair), Joyce Lenhardt (LUPZ committee member), Pete Mazzaccaro (CH Local Editor), Larry McEwen (DRC Co-Chair), Judy Morgan, Joe Pie, George Spaeth, Noreen Spota (CHCA Administrative Coordinator), Bill Stroud (Publisher’s Committee Chair), and Greg Woodring (DRC Co-Chair)

President Ron Recko called the meeting to order at 7:35 PM. Secretary Ann Spaeth conducted the roll call.

Approval of Meeting Minutes. The minutes from the following meetings were not approved, as Board members wanted more time to review them: 1) Board meeting held on 6/22/06 (draft sent to the Board on 9/25/06); 2) Board meeting held on 7/27/06 (draft sent to the Board on 9/27/06); 3) Executive Committee meeting held on 8/10/06 (draft sent to the Board on 9/19/06); and 4) Executive Committee meeting held on 9/14/06 (draft sent to the Board on 9/19/06). Ron promised that future minutes would be distributed within one week of the meeting.

Remarks from Seth Williams, Inspector General, City of Philadelphia. Mr. Williams explained that the Inspector General’s office investigates allegations of fraud, waste, and corruption involving City employees, City departments, and businesses (including organizations) that have contracts with the City. In the event that his office receives a complaint regarding contracts with the State government, complainants are referred to the appropriate State department.

Recommendations from Oversight Committee. Jim Foster distributed a list of 11 recommendations which have been developed by the Oversight Committee regarding CHCA, Fund, and Local financial procedures: 1) All financial transactions between the Fund and the CHCA/Local must be documented in accordance with regulations between a profit and a non-profit enterprise. Moneys transferred to the Local/CHCA must be clearly earmarked as loans. 2) Accurate balance sheets for all three entities must be presented as soon as possible, and separate financial reporting for all three entities for Board purposes should be available at least quarterly. 3) Once upcoming audits are completed, a review of practices in accordance with currently accepted accounting standards should be a part of Treasurer/Budget and Finance Committee priorities. 4) A forensic approach to bookkeeping over the recent past should continue, as new information about debts and obligations surfaces regularly. 5) All contractual obligations of any of the entities must be executed by an appropriate Officer of the corporation. Contracts over $2,500 must be authorized by two Officers. 6) Check signing on deposit amounts under $300 may be executed with one signature. Those above that amount require two. One of those must be an Officer, preferably the Treasurer. Deposit Resolutions on file with banks should be reviewed and updated. 7) Review of all Borrowing Resolutions on file with banks or institutions extending credit to any of the corporations should be reviewed and brought into compliance with corporation law and banking regulations. 8) The Treasurer or authorized Officer should be signer on any tax return, legal, or financial document reflecting operations of the CHCA or Fund. 9) Relationship with the Trustees should be clarified as to their duties and responsibilities and ours under the Bylaws. 10) Names and titles of contact offices at banks and investment houses with which accounts are maintained should be updated and current. All contracts with investment houses should be competitively selected. 11) Policy should be clarified with regard to contractual obligations for goods or services from any individual or company managed or owned by a Board member or responsible individual within any of the three organized entities.

After some discussion about the above recommendations and the importance of enabling Board members to review financial reports in advance of the Board meetings, there was a motion to approve the recommendations. This motion was seconded and passed, with four abstentions. Also distributed at the meeting were Income Statements for the Association, Fund, and Local for the month ending 8/31/06, the initial report of the Oversight Committee dated 8/10/06, and CHCA Purchasing Regulations adopted on 8/10/06 by the Executive Committee acting for the Board (the full Board did not meet in August).

Report from the President. Ron read his statement about various actions which needed to be taken during the month of September, given the large amount of money owed to the printer of the Local, last year’s contract with The Training Center, and Community Manager Betty Brady’s resignation.

Welcome to New Board Members. Due to the resignation of Board member Lawrence Walsh dated
9/14/06, Jim Foster will serve a 2-year term (instead of his original 1-year term) and Kristina Sullivan will serve a 1-year term. Ron introduced the new Student Directors from Chestnut Hill College (George Roitzsch), Chestnut Hill Academy (Kip Powell), and the Crefeld School (Matt Engebrethson).

Appointment of Interim Community Manager. Ron announced that Ed Budnick was selected by the Search Committee to serve as Interim Community Manager. Concern was expressed by several Board members that the Board was not consulted during this process. Ed’s resume was previously sent to the Board, and the Community Manager’s job description was circulated. Upon being asked to describe his top three priorities as Interim Community Manager, Ed responded 1) to put the CHCA office back together; 2) to address pressing financial and budget matters; and 3) to raise money via the Fund Drive, Membership Drive, and grants. Kathy Jones offered a motion to approve Ed’s appointment as Interim Community Manager. This motion was seconded by Janine Dwyer and passed with 3 abstentions.

Several Board members recommended that the position of Community Manager be advertised in venues in addition to the Local, such as the La Salle Nonprofit Center website and Craig’s List. Ron Recko addressed Marie Lachat and told her that she should appoint three members to the Search Committee for permanent Community Manager; Marie agreed to do so. Due to Ed Budnick’s resignation from the Board effective 9/25/06, Lisa Sullivan-Mancuso, as the next runner-up in this year’s election, will take his place. Jim Foster will serve as Chair of the Oversight Committee, and Tom Hemphill was named as the person to replace Ed on the Executive Committee.

Community Fund Drive. Ron reported that at their meeting on September 14, Executive Committee members were asked to contribute $500 each to kick off this year’s Fund Drive. He announced that Chestnut Hill Hospital has agreed to contribute matching funds up to $10,000 for the Board’s donations. This year’s goal is to raise $100,000, and Ron stated that he will call every Board member to ask for donations. Janice Manzi reported that according to a recent study about charitable donations, it was found that non-profits raise the vast majority of their funds not from corporations, foundations, government grants, or events, but rather from individuals who believe in the cause. Personal contact is very important. In the case of CHCA, funding should come from people in the community, and Board members should contact their friends to ask for contributions.

Report from Vice President of Operations. Lou Aiello reported that the Building Management Committee has met twice and that there was a meeting with the Fund Trustees. The consensus from these meetings was that the building at 8431 Germantown Avenue (which is owned by the Fund) should be sold as soon as possible because it is generating little, if any, net income, and assets (including the Merrill Lynch stock portfolio, which is also generating little, if any, net income) should be liquidated in order to pay the substantial debt (currently about $534,000) which has accumulated. Several Board members expressed their belief that the Association does not have the expertise, and cannot afford, to be in the real estate business. Chris Padova offered a motion that Lou Aiello and Ned Mitinger compile data for the Board listing all income and expenses generated by 8431 Germantown Avenue along with what is owed so that an informed decision can be made about whether to sell the building. This motion was seconded and passed unanimously.

Status of Bylaws Committee. Ann Spaeth provided a summary of her detailed research to determine who is currently on this committee, and Dina Hitchcock provided additional information. Ron asked that Ann and Dina work together on compiling the list of Bylaws Committee members.

Report from Vice President of Social Division. Jane Piotrowski provided an update on plans for the Holiday House Tour and AbZOOlutely. She reported that the Blood Drive which was held on September 25 resulted in the donation of 85 pints, falling short of the goal of 100 pints.

Signs Posted on Vacant Properties. Various courses of legal action were discussed regarding how to respond to the recent posting of signs on vacant Chestnut Hill properties owned by Bowman Properties.

Proposed Revision of DRC/Zoning Review Process. Larry McEwen, DRC Co-Chair, described his experience at the Executive Committee meeting held on August 10, during which possible revision and streamlining of the DRC and zoning review process, and evolution of the Development Review Committee (DRC) into the Development Advisory Committee (DAC), were discussed. This issue was tabled by the Executive Committee in August. Although not a standing committee of CHCA, the DRC serves a gatekeeper function during the zoning review process, with the goal of formulating motions for consideration by the full Board. However, some believe the process to be too repetitive and time-consuming given the significant overlap in the membership of the DRC and LUPZ committees. No action was taken by the Board at this time.

Having run out of time, the meeting was adjourned at 10:15 PM.

Respectfully submitted,

Ann Ward Spaeth
CHCA Secretary

Prepared by Noreen Spota, CHCA Administrative Coordinator, and approved by the Board of Directors on 10/26/06.