By JOHN FLOWERS
MIDDLEBURY — Two separate groups sparring over the future of Salisbury’s Shard Villa elder care home arrived at a court settlement on Monday that calls for the current board of directors to resign and for the installation of a new slate of leaders that will try to navigate the historic institution through some very choppy financial waters.
Monday’s settlement also stops the clock on what had been a May 30 closing date for Shard Villa’s Level III residential care home, which had been operating for 90 years. A majority of Shard Villa’s trustees had voted on Feb. 16 to suspend operations on that date in light of a growing budget deficit.
But one trustee, Kate Gieges, disagreed with the vote to suspend operations and petitioned Addison County Probate Court to remove her colleagues from the board. She lobbied for the right to recruit new board members that she hoped would be committed to keeping Shard Villa open to seniors, a mission prescribed in the wills of the Columbus and Harriett Smith. Columbus Smith, a celebrated architect, built Shard Villa in 1874; it opened to elders in 1919.
The probate court had some authority over the institution because it was the subject of the Smiths’ wills.
“I am relieved we can go forward,” Gieges said in reaction to Monday’s settlement. “We want to recreate ourselves in the eye of the community, restore people’s faith in our ability to stay open and be open for the long-term.”
Outgoing board members maintained their concerns about Shard Villa’s financial viability. The elder care facility lost $163,000 in 2007, and another $57,000 in 2008. Shard Villa is currently around $100,000 in arrears at this point with a client load that on Monday had dwindled to five in wake of the announced closing plans. The facility is permitted to have 15 residents.
“The majority of board members remain convinced that their decisions throughout this year-long period of analysis and reflection have been judicious, prudent, and made in good faith as stewards of the trust,” reads a statement issued by Trustees Diane Benware, Sally McClintock, Chuck Burdick, Tom Bechtel, Eric Kuchar and Don Shall.
“However, in order to avoid protracted litigation and in consideration of the greater interests of the Columbus Smith Estate Trust, the following members of the Board of Trustees hereby voluntarily, regretfully and painfully resign.”
Trustees called Shard Villa “a vital asset in the state of Vermont, both historically and as a residential care center.” They also stressed their hope the elder care operations would have “a bright and positive future ahead.”
The settlement states that:
•  The current board “steadfastly denies” all claims and allegations that had been made against it by Gieges and the families of current Shard Villa residents that had joined the court action. Those allegations against the board included loss of sight of the Shard Villa mission of elder care; possible conflicts of interest; possible failure to follow the board’s bylaws; irregularity in voting; possible financial mismanagement; and a “general dysfunction” of the board.
•  Gieges be appointed “special fiduciary” agent for the Shard Villa elder care facility until a new board of trustees is approved by Probate Court.
•  The current board will submit accounting records to the court for Shard Villa covering a period through April 30, 2009.
Gieges and her supporters said they realize they have their work cut out for them if they want to keep Shard Villa open to seniors. They pledged to immediately market the facility to draw new residents, as well as seek grants and hold fund-raising events to strengthen Shard Villa’s financial foundation.
“When we start getting residents in, we can be meeting our monthly expenses,” Gieges said.
Deb Choma, longtime executive director of Shard Villa, said she is confident the facility will be able to make a go of it.
“I’m just tickled pink that we’re staying open,” Choma said. “It’s starting from ground zero, and I am ready for the challenge.”
Family members said they are pleased their loved ones won’t have to move out on May 30.
“I would like to express my joy and excitement over the resolution, and I would like to say how happy I am that my mom is going to be able to stay there,” said Anne Thrailkill, whose mother has resided at Shard Villa for a year. “I am looking forward to a beautiful summer on the swing with my mom, watching clouds, listening to the birds, maybe even working in the garden.”
“I’m very pleased,” added Barbara Arcand, whose husband has resided at Shard Villa since February. “We are looking forward to providing this institution with support and a positive future. It has served many people very, very well over the years and will continue to do so.”
Outgoing trustees offered few comments following Monday’s settlement announcement, instead issuing a statement. The statement, among other things, noted a full year’s worth of studies and inspections, which led to their earlier vote to “cocoon” Shard Villa until its financial underpinnings had been restored.
“It has been very difficult,” said outgoing Shard Villa Trustees Chairwoman Benware. “I don’t think there are any winners or losers in this situation. We wish the new board well.”
Board attorney Eric A. Poehlmann of Burlington-based Downs Rachlin Martin PLCC, said his clients studied the issue and determined it was best for all concerned to avoid prolonged litigation. The Probate Court trial had been scheduled to last four days.
“It was obviously a difficult decision, the board thought and still thinks they were doing the right thing,” Poehlmann said. “They reflected on the true spirit of Columbus Smith and wondered, ‘Would he really want there to be this dissension?’ As much as they remained clear in their views, they thought, ‘For a greater good, we will go ahead and resign and let another group of people take a shot at it.’ They’re a little skeptical, but we’ll wait and see.”
Addison County Probate Court Judge Eleanor “Misse” Smith thanked outgoing Shard Villa trustees for their dedicated service, as well the families of the villa’s remaining residents “for being there for their loved ones.”
She also commended Gieges.
“I think it’s a nice lesson in democracy and the way our system works that one person can make a difference,” she told Gieges.