PenMar Development Corporation
BOARD OF DIRECTORS
December 14, 2009
Chairman George G. B. Griffin called to order the monthly meeting of the PenMar Development Corporation (PMDC) Board of Directors at 7:31 a.m. on December 14, 2009, in the Bob Davis Meeting Room at the Fort Ritchie Community Center, Cascade, Maryland. In addition to Mr. Griffin, the following Board members were present: John F. Barr, Peggy S. Bushey, William D. Carter, Mark DiLandro, Tim Henry, Peter Kurz, Elizabeth Morgan, L. Patrick Pascoe, Steve Patterson, Judith Robinson, Philip J. Ulzheimer, and Michael S. Zampelli. Also in attendance were ex officio members Tim Troxell of the Washington County Economic Development Commission, and Lisa Swoboda of the Maryland Department of Business and Economic Development. The Chairman welcomed Chuck Fiala, Senior Vice President for Government Services at Corporate Office Properties Trust (COPT). He said he had excused PMDC members Sam Cool and Jack Simpson.
Mr. Griffin said he appreciated the commentary by Tim Rowland in the Herald-Mail, which was supportive of the redevelopment efforts of COPT at Fort Ritchie.
Approval of Minutes for November 11, 2009 Meeting
The Chairman asked for approval of the minutes of the November meeting. Phil Ulzheimer moved that the minutes be approved. He was seconded by Tim Henry, and the minutes were approved unanimously.
Financial Report
Treasurer Mike Zampelli presented draft financial statements for November. He noted that net assets had declined by $6,000. A certificate of deposit which matured on October 31 had been reinvested with Centra Bank at a rate of 2.06%, for 12 months. The Corporation earned some $14,000 in investment income in November. The largest expenditures for the month were a donation of $5,000 to the United Way of Washington County, and a $1,500 sponsorship for the Maryland Symphony Orchestra, both of which were approved by the Board in November. He said Ms. Nipps had received the first request of $94,808.17 for payment to the Washington County Board of Education for renovations to Cascade Elementary School. This expense will be reflected in the December financials. This resulted in a deficit of $4,000 for the month.
Audit Services Request for Proposal
The Finance Committee reviewed the draft RFP, which will be revised and presented for approval at its January meeting, along with a list of qualified auditing firms to which it will be sent thereafter. Mr. Zampelli noted that there were no concerns about the firm which did the audit this year. The committee reviewed the submittal of Federal Form 990. A new timetable for completion of the form by the auditor will be addressed in the revised RFP.
State of Maryland Department of Labor, Licensing and Regulation
The Treasurer said that DLLR personnel will meet with PMDC’s accountants at Smith Elliott Kearns (SEK) to perform a not-for-cause audit on PMDC’s compliance with the unemployment insurance law.
Phil Ulzheimer moved that the November financial statement be approved. He was seconded by Elizabeth Morgan, and the motion was approved unanimously.
Executive Director’s Report
Dori Nipps reported that she:
· Is working with SEK to draft record-retention and whistleblower policies.
· Attended the Ft. Detrick Alliance Annual Meeting.
· Attended the Washington County Chamber of Commerce’s pre-legislative forum, at which two members of the Delegation told her that proposed legislation affecting PMDC is not likely to move forward.
· Anticipates a second invoice soon for the renovations to Cascade Elementary School.
· Met with Floyd Kelly, who was based at Fort Ritchie in the 1950s. He and his daughter spent a day here going through photos of the base during the 1950s, searching for ones of his wife. Ms. Nipps was asked to keep a record of retired army personnel who contact her or visit Fort Ritchie and forward that information to Russ Richards for possible use during the production of his Fort Ritchie documentary.
· Was told by Russ Richards that he is still doing interviews, and would be happy to come to the January Board meeting to give a report. Elizabeth Morgan said she would check with her staff about the proposal to get students involved in the production of the film.
· Drafted a press release announcing a PMDC donation toward the purchase of equipment with representatives of the Smithsburg Fire, Blue Ridge Summit Fire, and Smithsburg EMS companies. The statement should be sent to the media by end of week.
COPT Report
COPT Senior Vice President for Government Services Chuck Fiala and Senior Local Manager Bill Hofmann were in attendance. Hofmann said construction of the new electrical substation and feeder system is complete. Representatives of the Corps of Engineers have returned to continue ordnance detection and removal until February in the former family housing area. Five underground oil storage tanks have been removed and temporary propane tanks have been installed. COPT is working with AC&T to extend the underground propane system.
In a general statement, Mr. Hofmann stated that COPT is in compliance with the stop-order from the Federal court.
Fort Ritchie Community Center (FRCC)
Executive Director Joe Jacobs noted that FRCC board minutes and financials had been placed in board members’ packets. He said the FRCC board had approved an FY-2010 budget, and the staff is focused on a membership renewal campaign. Use of the facility continues to increase, and rentals of facility spaces are increasing to diverse clients. The Holiday Bazaar attendance was higher than last year, and a fourth full-time staff person was approved. Phil Ulzheimer asked for clarification about the ownership of the FRCC building. Bill Hofmann of COPT replied that the building is owned by COPT, not by the FRCC. Peter Kurz, a PMDC representative on the FRCC Board of Directors, noted that the community center is now open on Sundays from 1 to 9 p.m., while the Waynesboro indoor soccer organization is using the facility. The public has been informed of the change in facility hours.
Renaissance Committee
Committee Chairman Peggy Bushey informed the Board that the committee will meet with Guy Altieri, President of Hagerstown Community College, at its January meeting to discuss the HCC program at Fort Ritchie.
Public Comments
There was no public comment.
Convene in Closed Session
At 8:00 a.m. Phil Ulzheimer moved that the Board go into closed session to discuss matters as permitted in Section 10-508 of the “State Government Article” of the Annotated Code of the Public General Laws of Maryland. The motion was seconded by Patrick Pascoe, and approved unanimously by the Board. During the closed session, the Board discussed personnel matters, negotiations, and litigation. In attendance for a portion of the closed session were Bill Hofmann and Chuck Fiala from COPT. John Barr and Elizabeth Morgan left the meeting at 9:00 a.m.
Reconvene in Open Session
At 9:32 a.m., the Board reconvened in open session. Chairman Griffin reported that in closed session the board voted to approve the selection of Centra Bank for the Corporation’s operating account. He noted that Tim Henry was not in attendance for the discussion or the vote. He said a second action taken was to seek proposals from qualified archivists for three levels of service regarding the historical items in PMDC’s possession:
· First to archive items
· Second to archive items and oral histories
· Third to archive items and oral histories and locate and record Fort Ritchie artifacts owned by community members.
It was noted that Chairman Griffin abstained from the vote on this item.
Adjournment
Mr. Griffin reminded members of the next Board meeting on Monday, January 11, 2010. As there was no further business, Peggy Bushey moved to adjourn. She was seconded by Phil Ulzheimer, the motion was approved unanimously. The meeting adjourned at 9:35 a.m.
Respectfully submitted,
Doris J. Nipps
Secretary
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