PenMar Development Corporation BOARD OF DIRECTORS September 12, 2011 Chairman Sam Cool called to order the monthly meeting of the PenMar Development Corporation (PMDC) Board of Directors at 7:30a.m.on September 12, 2011, in the Bob Davis Meeting Room at the Fort Ritchie Community Center, Cascade, Maryland. In addition to Chairman Cool, the following Board members were present: Peggy S. Bushey, Ruth Anne Callaham, William D. Carter, James Devlin, Jason Divelbiss, Patrick Fleagle, Tim Henry, Eleanor Lakin, W. Christopher Motz, Patrick Pascoe, and John Van Der Cruyssen. Also in attendance were, Annabelle Sher of the Maryland Department of Business and Economic Development (representing ex officio member DBED Secretary Christian Johansson), ex officio member Tim Troxell of the Washington County Economic Development Commission, ex officio member Robert Brennan of the Maryland Economic Development Corporation, and PMDC Executive Director Dori Nipps. Corporate Office Properties Trust (COPT) Senior Property Manager, Bill Hofmann attended, as did Bob Spence, Executive Director of the Fort Ritchie Community Center, and Jef Bohn of SEK. Chairman Cool said board members Peter Kurz, Steve Patterson and Michael Zampelli had been excused. Chairman Cool welcomed the new board members, James Devlin, Patrick Fleagle and Christopher Motz and asked each to introduce themselves to the other PMDC board members. Each board member also introduced themselves. Approval of Minutes for the July 11, 2011 Meeting Chairman Cool called for a motion to approve the minutes of the July 11, 2011 meeting. Bill Carter moved that they be approved. He was seconded by Bob Brennan, and they were approved unanimously. Financial Report Treasurer Tim Henry presented financial statements for July and August 2011. Total assets declined for the July by approximately $2,600, due to normal operating expenses and in August by $14,000 due to the final payment of $11,126.83 for the Cascade Elementary School renovation project. This completes PenMar’s obligation. Draft FY2011 Audit Report Mr. Holmes and Ms. Chaposky of Albright Crumbacker Moul & Itell presented the draft FY2011 Audit Report to the Finance Committee. Some small revisions were made to the form, but not content of the report .The draft report had no findings and PenMar will be receiving a clean audit. The 990 should be completed for presentation to the PenMar Board of Directors for their approval at the October board meeting. The auditors asked for additional information on two payments. Jef Bohn informed the board that the information had been forwarded to the auditors and all questions have been answered to the satisfaction of the auditors. Archivist Ms. Nipps presented a report outlining the causes which resulted in additional costs and the extension of time for the completion of the archival project (see attached). A final report is being written by the archivist for presentation to the PenMar Board of Directors at the October board meeting. After review and discussion, the committee supported making an additional payment for work at the completion of the project, for an amount of not more than $1,000. Blue Ridge CD maturing on 9/29/2011 After discussion of upcoming expenses and maturation dates of other corporation CDs, the committee decided that the total amount of the CD which matures on September 29 should be rolled over into an 18 1 month CD. Ms. Nipps will solicit rates from various financial institutions for consideration by the Finance Committee. Finance Committee meeting date change Because of conflicting meeting dates for some committee members, the FY2012 meeting dates have been changed to the Tuesday preceding the monthly PenMar Board of Directors meetings. The next Finance Committee meeting is scheduled for Tuesday, October 4, 2011 at Centra Bank, 1219 Mt. Aetna Rd., Hagerstown. Peggy Bushey moved that the financial statements and report be approved. She was seconded by Eleanor Lakin, and the report was approved unanimously. Executive Director’s Report Ms. Nipps reported that the past 2 months she has been involved with the two exhibits of PenMar archive materials, one at the Washington County Historical Society and the other at the Holocaust Memorial Center at Farmington Hills, Michigan. She sent a film clip to the board about the exhibit and Ritchie Boy reunion in Michigan. Peggy & she have been involved in the planning sessions with FRCC staff, looking at the activities and specifically fundraising for the community center. Ms. Nipps reminded the board members of the Washington-County Chamber of Commerce Annual Meeting on September 28. PenMar will pay for board members and their spouses to attend. Chairman Cool invited board members to attend committee meetings. Fort Ritchie Community Center (FRCC) Executive Director Bob Spence reported that: Revenues were 23% over the readjusted budget in July. Year-to-date revenues are 12% over the readjusted budget, with 4 of 7 COPT contributions. The net change in assets for the month of July was -$2,367. Expenses 32% over budget for the month and 1% over budget for the year. Cash position as of July 31 was $7,522.14. An independent financial review is complete. This was the final act required to achieve State of Maryland charitable organization status. There were issues surrounding the lease of the building from COPT and the “in-kind” donation by COPT of the fair market value of the monthly rent. This needed to be resolved before the review could be considered complete. The report will be given at the FRCC’s board meeting on Tuesday, September 13. Current membership is 1,493, and transactions are well above those projected. A second Fort Ritchie Triathlon was held on August 7 with over 300 participants. Summer Camp was a success with an average of 40 children attending each day. A camp summary report will be given to the FRCC board on Tuesday. The FRCC staff and board members have been holding planning sessions focusing on development/fundraising. FRCC received a $7,500 grant from the Washington County Gaming Commission which will be used as a match for grant funds received from PMDC. FRCC will be holding a reception on Friday, September 30 to celebrate the center achieving nonprofit status and its ability to receive donations and grants. Busy fall is planned with additional classes and events. COPT Report Senior Property Manager Bill Hofmann had nothing new to report regarding development. The stop work order is still in effect. Because of the reduction in force of the COPT staff at Fort Ritchie, barricades have been constructed at the main gate to divert traffic and reduce the operational area of the property. The army corp. of engineers submitted a report indicating that there is still significant contamination of the area around and under the old motor pool. Chemicals used to neutralize the contaminants have proved 2 moderately successful because of the high percentage of clay in the soil. The army will continue their work in that area. On October 6, the 7th Military Information Support Battalion (MISB) from Fort Bragg will be using the parade ground for an activation and transfer of colors ceremony. The MISB originated here at Fort Ritchie (the intelligence school). Approximately 120 soldiers and invited guests are expected to attend. Ruth Anne Callaham stated she understood the use of the road barriers but suggested that aesthetically they were not welcoming to persons doing business on the property. She suggested making them more “welcoming” to visitors. Public Comments One Mountain Foundation (OMF) Chairman Bill Carter updated the Board on upcoming events. There is a Dinner Theatre on September 30, October 1 & 2 to raise funds for the OMF Scholarship Fund. Scholarships will be given to seniors in the four high schools which touch the mountain top area. The scholarship will be based on need. PenMar will purchase tickets for PMDC board members and their spouses if they would like to attend. On September 11, OMF sponsored a joint commemorative service with 7 ministers officiating and 9 congregations participating. Approximately 150 community members attended. Convene in Closed Session At 8:05 a.m. Bill Carter 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 Peggy Bushey, and approved unanimously by the Board. During the closed session, the Board discussed contract and litigation issues. Jef Bohn was present during the closed session. Reconvene in Open Session At 9:15 a.m. the Board reconvened in open session. During closed session the board approved, by unanimous vote, to provide $150,000 in support to the Fort Ritchie Community Center for the 2012 calendar year. Adjournment Peggy Bushey moved to adjourn. She was seconded by Bill Carter. The motion was approved unanimously. The meeting adjourned at 9:20 a.m. The next meeting is scheduled for October 10, 2011 Respectfully submitted, Doris J. Nipps Secretary 3