CHCA BOARD OF DIRECTORS MEETING
Chestnut Hill Library
Thursday, December 27, 2007

MINUTES

Board Members Present:

Robert Bacino, Edward Berg, Margaret Brunton, Joanne Dhody, Thomas Fleming, James Foster, Stewart Graham, Thomas Hemphill, Dina Hitchcock (VP Operations), Kathleen Jones, Mark Keintz, Marie Lachat, Virginia Mallery, Janice Manzi, Ned Mitinger (VP Physical Division), Patrick Moran, Christopher Padova, Joseph Pizzano, Susan Pizzano, Ron Recko (Immediate Past President), Robert Rossman, Meredith Sonderskov, Ann Ward Spaeth, George Spaeth, Jonathan Sternberg, Kristina Sullivan (Secretary), Walter Sullivan, Pam Rosser Thistle, and Tolis Vardakis (President)

Board Members Excused: Elaine Aiello, Louis Aiello, Karen Ampomah, Jane Becker, Richard Becker,
Tia Burke, Carol Cope, Janine Dwyer, Marianne Dwyer, Jeremy Heep, John Levitties, Anne McNally, and Jane Piotrowski (VP Social Division)

Board Members Absent: Mary Anna Ross Cowper and Fran O’Donnell

Others Present: Sam Blake (applicant for 7841 Germantown Avenue), Morris Disston (Treasurer),
Ed Feldman, Jean Hemphill (President of Chestnut Hill Community Fund), Nancy Hutter,
Pete Mazzaccaro (CH Local Editor), Martha Sharkey (Community Manager), and Noreen Spota (Administrative Coordinator)

Tolis Vardakis called the meeting to order at 7:32 PM and asked for a moment of silence. Noreen Spota conducted the roll call.

Approval of Agenda. There was a motion to approve the agenda; this motion was seconded and passed.

Approval of Minutes. There was a motion to approve the Board meeting minutes from November 29, 2007. This motion was seconded. A discussion ensued about whether the minutes should contain actions and decisions only, or whether they should contain details about each person’s contribution to the debate. It was suggested that the recording of the meeting can be transcribed. Kathy Jones clarified that typically, minutes contain action items and decisions. After additional discussion, Mark Keintz offered a motion to call the previous question (stopping discussion). This motion passed, and the minutes were approved with revisions submitted by Tolis Vardakis and Dina Hitchcock.

Approval of Zoning Variances for 7841 Germantown Avenue. Ned Mitinger reported that at its meeting on December 6, the Land Use Planning and Zoning Committee passed a resolution recommending “the approval of zoning variances permitting the construction of a two-story building (second building on one lot) providing for an office on the first floor and an apartment on the second floor. All of the above is subject to receipt from adjacent property owners written statements of support/non-support.” The current structure, a garage, will be demolished. Sam Blake, the applicant, showed photos of the plans. Tom Fleming offered a motion to approve the variances. This motion was seconded and passed after discussion.

Report from Ad Hoc Committee Regarding the Employee Retirement Plan. Moss Disston, chair of this committee, reported that they met and unanimously recommended to the Executive Committee on December 13 “that the CHCA Board approve the payment of the 401(k) discretionary employer contribution from November 1, 2006 through November 30, 2007 in the amount of $28,155.40. This amount will be funded by seeking a bank loan in the amount of $25,000 and having the Board of Directors of the CHCA personally fund the remaining $3,155.40 in a sign of good faith. We ask that this motion not be amended.” Citing concerns about incurring additional debt by the Local (outstanding loans include $36,000 for Baseview software and $31,000 for printing and health insurance), the Executive Committee voted not to recommend approval of the ad hoc committee’s recommendation. Instead, various Board members donated a total of $10,000 to cover the liability through March 31, 2007, which was due to be paid this month. Tolis Vardakis read the following statement: “I want to thank Dina Hitchcock for her idea to challenge the Board members to donate money towards the 401(k) payments. She started it with a $1,000 donation with the goal to raise $10,000 in four days. I want to thank Pat Moran for taking the responsibility to ensure that the goal was met, and to thank him for a job well done in meeting that goal. Lastly I want to thank the Board members who responded to Pat’s calls and donated money to meet the goal. Job well done!” Any amount owed for April 1, 2007 through March 31, 2008 is due to be paid in December 2008. A discussion ensued about whether the Fund can legally support the CHCA/Local given the uncertainty of the Association’s 501(c)(3) or (c)(4) status. Jim Foster stated that the CHCA was originally incorporated as a 501(c)(3). Jean Hemphill explained that the CHCA was formed as a Delaware non-profit corporation but that this has nothing to do with 501(c)(3) or (c)(4) status, which is determined by the IRS.

Proposed Employee Retirement Plan Changes. Dina Hitchcock described the new vesting schedule that was supported by the Executive Committee on December 13. Various Board members expressed concern that not enough time was provided to review the details. Ron Recko offered a motion to table discussion of this issue; this motion was seconded and passed.

At this point Tolis Vardakis provided an update on the recuperation of bookkeeper Sue Kowert and Board member Elaine Aiello from their respective surgeries.

Report from Treasurer. A preliminary Income Statement as of 11/30/07 for the Local was distributed. Moss Disston read his report summarizing various trends in the finances of the Local, deliberations regarding the employee 401(k), and review of the draft report prepared by the auditors for the fiscal year ending March 31, 2007. (The Treasurer’s report is an addendum to the minutes.) Moss then introduced Alan Gubernick and Joe LePera, accountants with the St. Clair firm. The auditors circulated copies of the draft report and this was reviewed in some detail. Although it reflects an unqualified opinion, the report is not final because the auditors are unsure about the tax/corporate status of the CHCA/Local. The auditors also noted that they do not have enough confidence at present to make a comparison with the figures for the fiscal year ending March 31, 2006. After review, the copies of the draft report were returned to the auditors.

Report from Vice President, Social Division. In Jane Piotrowski’s absence, Tolis Vardakis read the following statement: “I want to thank the co-chairs and the many volunteers of the Holiday House Tour for their efforts in putting together one of the best Holiday House Tours. The co-chairs were Jane Piotrowski, Jenny Staples, and Pam Thistle. They started working on it in September and held numerous meetings to ensure its success. Such dedication of volunteers should not go unnoticed. It should serve as a reminder to all of us and to the public that our Association is very capable and it does many great things. The Philadelphia Orchestra concert at Pastorius Park, the Black and White Gala, and the Holiday House Tours are a few of the events that require great effort and dedication of many volunteers to make Chestnut Hill a better place to live. Thank you all!” Pam Thistle then thanked the Holiday House Tour sponsors Elfant Wissahickon Realtors, Winder Real Estate, and Citibank for their support. She reported that the preliminary estimate is that the gross income from the Tour was over $32,000 as compared to the projected gross income of $28,000; some of the expenses are still outstanding. Many people “made a day of it” in Chestnut Hill and took advantage of the 10 percent discount offered by the restaurants. Pam also noted that PhillyCarShare donated two vehicles to assist with transportation, and these were driven by volunteers Stewart Graham, Bob Rossman, Martha and Paul Sharkey, and Meredith Sonderskov.

Report from Vice President, Physical Division. Ned Mitinger reported that he is currently working on obtaining an update on the activities of the Tree Committee.

Report from Vice President of Operations. Dina Hitchcock stated that she did not have a report since operational issues would be covered by Martha Sharkey.

Report from Community Manager. Martha Sharkey distributed and reviewed her report, which covered the following topics: 1) Holiday House Tour; 2) Fund Drive ($29,434 was raised as of December 20); 3) community relations; and 4) various office issues. Regarding the Fund Drive, Ned Mitinger noted that Ron Recko was very effective collecting donations from the Board last year, and this year’s President needs to do the same. Tolis Vardakis emphasized the importance of encouraging members of the community to donate.

Old Business: Employer Contributions to 401(k).

Meredith Sonderskov’s motion from the November 29 Board meeting to end employer contributions to the 401(k) was un-tabled. Mark Keintz offered an amendment to suspend the payments, not end them. This amendment was seconded and approved. Kathy Jones then offered the following motion: “The employer contribution to the 401(k) will be suspended as of December 1, 2007. Payment of the employer contribution owed from November 1, 2006 through November 30, 2007 will be authorized.” This motion was seconded and passed with 4 abstentions.

There being no further business, the meeting was adjourned at 9:35 PM.

Respectfully submitted,

Kristina Sullivan
CHCA Secretary

Minutes prepared by Noreen Spota, CHCA Administrative Coordinator, and approved by the Board of Directors on 1/24/08.