| |
|
Governance
| MINUTES
OF: |
FAE
Board of Trustees Meeting |
| DATE
OF MEETING: |
Monday,
November 15, 2004 |
| LOCATION: |
3
Park Avenue, 18th Floor, Room |
| TIME
MEETING CONVENED: |
10:10
a.m. |
| TIME
MEETING ADJOURNED: |
12:25 p.m. |
| PRESIDING
OFFICER: |
Jeffery
R, Hoops, President |
| MEMBERS
PRESENT: |
John
J. Kearney, Vice President*
Stephen F. Langowski, Secretary/Treasurer
Sharon Sabba Fierstein*
Ilene L. Persoff*
Franco Strangis*
Louis Grumet, Executive Director
|
| MEMBERS
EXCUSED : |
Jeffrey
M. Rosenbaum
|
| MEMBERS
ABSENT: |
Alan
T. Frankel
Gail M. Kinsella
|
| STAFF
PRESENT: |
Lynn
T. Chambers William Pape
Paul L. Sinegal Alan Schmelkin
James A. Woehlke
|
*
Participated by telephone
Minutes
| 0)
Call to Order |
President
Hoops called the meeting to order at 10:10 a.m. A quorum
was present at 10:50 a.m. All Trustee actions were taken
upon a duly-constituted quorum.
|
| 1)
Minutes
|
a.
July 11, 2004, Meeting
Ms. Fierstein moved to approve the minutes of the July
11, 2004, meeting, and Mr. Langowski seconded the motion.
The motion passed unanimously. Mr. Kearney did not participate
in the vote.
b.
October 7, 2004, Conference Call
Mr.
Langowski moved to approve the minutes of the October
7, 2004, conference call, and Mr. Strangis seconded
the motion. The motion passed unanimously. Mr. Kearney
did not participate in the vote.
|
| 2)
Financial Statements as of October 31, 2004
|
Ms.
Chambers reviewed the financial statements for the five-month
period ending October 31, 2004, noting that FAE experienced
a change in net assets of $317,502. Ms. Chambers concluded
by pointing out that FAE’s cash position remained
strong.
In
response to a question, Mr. Schmelkin noted that travel
expenses were $41,000 over budget because of committee
requests for particular speakers who draw larger crowds
and add value to certain programs. Because of this value
added, Mr. Schmelkin suggested that FAE continue to
honor committee requests for certain speakers.
|
| 3)
FAE Program Items |
a.
Continuing Professional Education
i. Plans for the 2004-2005 CPE Year
Mr.
Schmelkin gave a brief overview of plans for the 2004-2005
CPE year including marketing, online CPE, industry
outreach and in-firm sales.
A
discussion ensued regarding the percentage of FAE’s
original course product in comparison to the California
State CPA Society, which offers approximately 98%
original course product. Mr. Schmelkin explained that
FAE uses a large amount of AICPA-developed course
material, in contrast to the California Society which
had spent many years developing its own profitable
CPE center. Ms. Fierstein asked what would be required
for FAE to strive for at least 50% original course
product in the future. After a brief discussion, Messrs.
Schmelkin and Grumet agreed to examine the issue and
come back with a report at a later meeting.
ii. Industry Outreach Efforts
Mr.
Schmelkin noted that FAE had unveiled 15 new course
titles including several in industry for the 2004-2005
CPE year, and reminded the Trustees of its commitment
to increasing the course offerings for members in
industry, even at a reasonable loss. He stated that
FAE had included an industry logo in its course catalog
and was also providing a number of free “gadgets”
to industry course takers.
iii. Update on In-Firm Sales
Mr.
Schmelkin referred the Trustees to a list of companies
and firms which had purchased CPE courses in 2004,
and he acknowledged the efforts of FAE’s in-firm
sales manager Monte Kaplan in helping FAE exceed its
in-firm sales budget by $26,000.
b. Scholarship Program
President
Hoops introduced Cheryl Wellman, Chair of the Excellence
in Accounting (EIA) Scholarship Committee, to present
recommendations of her committee with regard to the
scholarship program.
Ms.
Wellman summarized the recommendations of the EIA scholarship
committee as follows:
-
Increase the full time EIA scholarship from $1500
to $2500, and increase the part time EIA scholarship
from $750 to $1250.
The
EIA scholarship committee recommended that the funds
be provided to accounting majors on the basis of academic
scholarship and economic need.
-
Change the scholarship distribution method.
-
Change the scholarship distribution method by requiring
all students to reapply each year.
-
Establish 3 four-year $10,000 ($2500 per year) scholarship
to a deserving COAP alumnus, the final two years of
which would be contingent upon the student majoring
in accounting.
-
Establish an EIA Scholarship Fundraising Committee
to ensure that fund is able to meet its established
goals.
A
lengthy discussion ensued regarding the recommendations.
The Trustees reached consensus that the EIA scholarship
would not be limited to the fifth year of a 150 hour
program, but would be provided earlier to any eligible
student who has both declared accounting as a major
and has successfully completed an intermediate level
course in accounting.
The
Trustees then discussed the educational institutions’
eligibility, and questioned whether the word “accredited”
was the correct word to describe an eligible institution’s
accounting program. Several suggested that “registered”
might be the more appropriate wording. Staff was directed
to later come up with the applicable wording.
The
Trustees by consensus agreed that the accounting department
chairs of each eligible institution should distribute
scholarship applications to their respective students,
and that a FAE subcommittee would ultimately nominate
scholarship recipients to the full Board of Trustees
from among those nominations received from the schools.
In addition, the Trustees by consensus agreed that the
subcommittee should pay particular attention to both
financial need and geographic spread in reaching its
decisions.
After
reaching consensus on the above points, the following
actions were taken:
Ms.
Persoff moved to increase the Excellence in Accounting
Scholarship award granted to full time accounting
students from $1,500 to $2,500, and the part time
scholarship from $750 to $1,250, for any eligible
student who has both declared accounting as a major
and has successfully completed an intermediate level
course in accounting. Mr. Langowski seconded the motion.
The motion passed unanimously.
Mr.
Langowkski moved 1) to form an oversight subcommittee
appointed by FAE to ensure that educational institutions
were distributing EIA Scholarships in accordance with
FAE guidelines and scholarship criteria; and 2) that
such oversight subcommittee be charged with identifying
and recommending to the full Trustees three COAP scholarship
winners each year. Mr. Kearney seconded the motion.
The motion passed unanimously.
Ms.
Persoff moved to establish 3 four-year $10,000 ($2,500
per year) scholarships for deserving COAP graduates,
the final two years of which would be contingent upon
the student becoming an accounting major. Mr. Langowski
seconded the motion. The motion passed unanimously.
Ms.
Persoff moved to establish an EIA Scholarship Fundraising
Committee to ensure that the scholarship fund is able
to meet its established goals. Ms. Fierstein seconded
the motion. The motion passed unanimously.
Mr.
Hoops noted that the pre-existing rules would be in
effect for the remainder of the 2005 school year,
and the above actions would take effect in 2006.
c. Career Opportunities in the Accounting Profession
(COAP)
i. Fundraising Efforts
Mr.
Pape announced that since the beginning of the fiscal
year, approximately $40,000 had been raised to benefit
the COAP program, which was ahead of the amount raised
at the same point last year. He reminded the Trustees
of the commemorative journal distributed at the Society’s
annual dinner in May 2004, which had raised over $90,000
in advertising revenue towards the COAP program. He
stated that efforts were underway to publish another
journal benefiting the COAP program at the Society’s
2005 annual dinner.
ii. Report on Summer 2004 Programs
Mr. Pape reported that the summer 2004 COAP programs
were successful overall, and addressed some of the
issues affecting the Albany capital district program
including lower-than-desired attendance. Mr. Grumet
added that despite lower attendance, the Albany program
was very well-received by participants and well worth
the effort.
iii. Plans for Summer 2005 Programs
Mr.
Pape announced that Dutchess Community College would
be hosting a new commuter COAP program in summer 2005.
In response to a question, Mr. Grumet anticipated
that a program in the Buffalo region could not be
unveiled in 2005, but that staff was continuing to
explore the Buffalo area for a future program.
|
| 4)
FAE Governance Issues |
a.
Update on Restructuring of FAE and Benevolent Fund
Mr.
Woehlke briefed the committee on proposals to restructure
the Benevolent Fund and FAE. He addressed several potential
issues stemming from a narrow reading of FAE’s
corporate purpose, which could potentially hamper efforts
to receive state approval of a merger. To resolve this
issue, it was suggested that FAE amend its corporate
purpose and that it encourage the Benevolent Fund Board
to do the same. The committee by consensus agreed with
this approach, asking staff to inform the attorney general’s
office of these intentions.
b.
Contract Approval Policy
Mr.
Woehlke reminded the Trustees that at a January 28,
2000 meeting, the Trustees authorized certain FAE senior
staff to sign FAE contracts; however, they did not impose
any monetary limits on such staff’s authority.
At the same time, the Trustees also directed staff to
provide a monthly list of FAE contracts. Mr. Woehlke
stated that, in comparison, the NYSSCPA had adopted
a more comprehensive contract approval policy which
set certain monetary limits on staff’s signing
authority and which also provided a mechanism for leadership
or Executive Committee approval based on each contract’s
projected monetary value. He noted that the NYSSCPA
policy was to be followed regardless of whether the
expenditures or revenues contemplated in a contract
had been explicitly included in the Society’s
annual budget.
Mr.
Woehlke then recounted for the Trustees a recent situation
in which staff was presented with a series of hotel
contracts covering 25 FAE events at a single venue (the
Desmond Hotel). The total value of the contracts exceeded
$25,000 which, under the NYSSCPA policy, would have
required leadership approval. He noted that under the
existing FAE policy no such approval was required, pointing
out that staff was uncomfortable with the dichotomy.
For good practice, staff went ahead and sought approval
from two FAE officers before signing the contract.
Mr. Woehlke recommended that the FAE trustees review
and adopt a contract approval policy similar to that
of the NYSSCPA and called upon Mr. Sinegal for a brief
summary of the NYSSCPA policy. After a brief discussion,
Mr. Kearney moved that the following resolution concerning
FAE’s contract approval procedures be passed:
RESOLVED,
that the President, the Executive Director, or the designee
of either one of them is hereby authorized to execute
contracts on behalf of FAE under the following conditions:
| If
the amount of revenue or expense reasonably expected
to result from such contract during the twelve-month
period following the contract’s effective
date is |
Then the President, the Executive Director, or his
or her designee may sign the contract |
| More
than |
But
not more than |
|
| $0 |
$10,000 |
Without
further review or authorization. |
| $10,000 |
$100,000 |
After
a review and discussion of the contract by the president,
the vice president, and the treasurer and the approval
of at least two of them, or in the alternative,
after review and authorization by the Board of Trustees. |
| $100,000 |
Unlimited |
After
the review and authorization by the Board of Trustees. |
RESOLVED, that any and all FAE contracts shall be subject
to this policy, regardless of whether the expenditures
or revenues contemplated in the contract or contracts
have been explicitly included in FAE’s annual
budget; and
RESOLVED,
FURTHER, that staff shall issue a monthly report of
all FAE contracts to the FAE Board of Trustees.
Ms.
Fierstein seconded the motion. The motion passed unanimously.
.
c.
Designation of CT Corporation as Resident Agent
Mr.
Woehlke noted that CT Corporation was the entity engaged
by FAE and the Society to accept process of service
on their respective behalves, and recommended that the
arrangement be continued. After a brief discussion,
Mr. Kearney moved that CT Corporation be designated
as FAE’s resident agent for service of process,
and Mr. Langowski seconded the motion. The motion passed
unanimously.
d.
Criteria for Board of Trustee Service
Mr.
Langowski noted that the Society’s Selections
Subcommittee, which he chairs, was interested in receiving
feedback from the FAE Trustees on criteria that would
assist it in nominating Society members for service
as an FAE Trustee. He noted that such criteria would
also be helpful to the full Society Board when it deliberated
over the nominations.
Ms.
Fierstein and Ms. Persoff volunteered to work with Mr.
Woehlke on developing the criteria. Mr. Woehlke also
noted that he would notify any Trustees who were absent
from the meeting to solicit their input.
e.
Audit Report Acceptance Conference Call
The
Trustees by consensus agreed to schedule a conference
call to review the NYSSCPA and FAE consolidated audit
report for Tuesday, December 14, 2004, at 9:00 a.m.
f.
Designation of FAE Representative to Investment and
Finance Committees
After
a brief discussion, Mr. Hoops appointed Ms. Fierstein
as FAE’s representative to the NYSSCPA Finance
Committee. In addition, Mr. Hoops appointed Ms. Persoff
as FAE’s representative to the NYSSCPA Investment
Committee.
|
|
5) Next Meeting |
The
Trustees by consensus agreed to schedule the next meeting
for Wednesday, January 12, 2005, at 9:00 a.m.
|
| 6)
Executive Session
|
There
was no executive session. |
| 7)
Adjournment |
Mr.
Kearney moved and Mr. Hoops seconded a motion to adjourn
the meeting. The meeting adjourned at 12:25 p.m.
|
Respectfully submitted,
Stephen
F. Langowski, Secretary |
|
|
