NYSSCPA Governance

Minutes

0) Call to Order	President Golden called the meeting to order at 2:13 p.m.
1) Approval of Minutes of FAE Board of Trustees	a. Approval of the September 25, 2003 meeting minutes Ms. Fierstein moved and Mr. Riley seconded a motion to accept the minutes of the September 25 meeting via conference call as written. The motion passed unanimously. b. Approval of the November 17, 2003 meeting minutes Mr. Strangis moved and Mr. Kearney seconded a motion to accept the minutes of the November 17 meeting via conference call as written. The motion passed unanimously.
2) Financial Statements	Ms. Chambers noted on the balance sheet that cash and investments were up approximately $1 million. She explained that FAE had a good year last year so it built its cash up. In addition, NYSSCPA increased its dues and the amount charged for peer review fees. Ms. Chambers next noted that the next largest variance was in membership dues receivable. $345,000 was written off this year, and the correction was made in November of this year while the write-off was done in December last year. Under the long term assets, Ms. Chambers noted that the restricted assets increased by $297,000 over last year, reflecting transfers into the moving fund. Deferred membership revenue was less by $256,000 due to the timing difference noted on dues receivable. Current year net revenue is $600,000, compared to $800,000 last year.
3) Chapter-originated CPE events	Mr. Schmelkin said the handout reflected the discussion from the last meeting when the Trustees asked FAE staff to report on how chapters put events together. Mr. Schmelkin reported that some chapters have negotiated directly with third party providers, cutting down on the effectiveness of statewide marketing and allowing for cherry-picking of programs. Ms. Fierstein moved and Mr. Rosenbaum seconded the following resolution: RESOLVED: Chapters are encouraged to continue to develop their own educational programs consistent with high quality standards that conform to all New York State CPE requirements. They must do so using the talents of their respective members, members from other NYSSCPA chapters, and , if necessary, other volunteers invited by Chapter members to contribute their knowledge and technical expertise. The resolution passed unanimously. The Trustees instructed staff to incorporate the new policy into the Chapter Operations Manual.
4) Investment Guidelines	The Trustees discussed the proposed changes to the investment guidelines, focusing on the propriety of fixing a percentage for equity investments under 2(b) of the guidelines. The Trustees tabled this topic until the January or February meeting. The Trustees asked Mr. Woehlke to prepare a brief update for the Trustees on their fiduciary responsibilities to FAE.
5) Update on Scholarship Fund	The Trustees tabled the discussion of the scholarship fund until the January meeting.
6) Designation of CT Corporation as FAE-registered Agent	Mr. Woehlke briefed the committee on the proposal to designate CT Corporation as FAE’s registered agent. Noting that various NYSSCPA affiliates were not consistent with how they handled their resident agents, Mr. Woehlke believed that it would be appropriate to have all organizations adopt uniform approach to resident agents. The CPA PAC and NYSSSCPA have already designated CT Corp as their registered agent. Ms. Fierstein moved and Mr. Riley seconded a motion to accept CT Corporation as the registered agent for FAE. The motion passed unanimously.
7) Update on Industry Course Development	Ms. Fierstein informed the Trustees that she talked to the CFO committee and they would not meet before she could get an article in the Trusted Professional, therefore, she decided to hold off for one month to do a kick off for the month of February. The plan is to do a series of articles. Since Ms. Golden was planning to write an article on industry, they would provide all info to Ms. Golden. Mr. Kaplan informed the Trustees that 2 members of the CFO committee had a conference call with Mr. Kaplan. However, since the experience of most CFOs is beyond the courses suggested for the season, the members did not have much to add. Ms. Fierstein noted that CFOs are not most of the industry people. Whether about an excel course or International tax, the bottom line was that FAE could not be everything to all people, but have to start somewhere. Mr. Schmelkin noted that like any new program, the next step is to marketing to the members, and closely monitor to see if need fine tuning during the roll out. He also noted that this section in the FAE catalog would be in a separate section with a separate logo, so it could stand out as unique.
8) CPE Schedule for 2004-05	a. Course Selection Process Mr. Schmelkin briefed the Trustees on the programs selected for the 2004-05 CPE season. Selection criteria included the emerging needs of members, popularity of courses, and what vendors were suggesting as meeting developing issues within the profession. Mr. Schmelkin informed the Trustees that the 135 classes were selected for the main FAE product line. Mr. Schmelkin informed the Trustees that one of the FAE’s long time and popular authors, was chosen to prepare and teach the 2004 versions of FAE’s annual accounting and auditing updates. He also noted that FAE has cut back significantly on ordering AICPA titles, with only 51 class days for the 2004-5 season. For industry titles, Mr. Schmelkin reported that 17 titles representing 70 days of classes were selected, thanks to the recommendations of Ms. Fierstein and Mr. Strangis. Ms. Golden queried Mr. Schmelkin on the notion of hiring a videographer so FAE could tape then offer course videos to CPAs who cannot attend. Mr. Schmelkin explained that FAE had tried this in the past and noted the high production cost of these tapes. Based on previous experiences, most practitioners are not interested in purchasing them, in part, because they do not feel they are as effective as the live programs. However, Mr. Schmelkin did note that FAE is looking into real-time web-casting to off-site participants, which offers a lower up front expense risk ordinarily associated with taping and editing. The Trustees asked staff to continue to pursue electronic broadcasting, but to ensure the up front risks of events should remain with vendor handling the broadcasts. Mr. Schmelkin also noted that Surgent, one of FAE’s major tax topic vendors has asked FAE to work with him on web-casting, and members FAE staff will continue these discussions. Mr. Schmelkin reported that last year FAE offered a series of 3-day intensive Study conferences since members had approached Jeff Hoops about the during officer visitations. He noted however, that not many attended. Mr. Grumet noted that during his meeting with Mr. Hoops’ and the president of the New York State Bar association on CPE/CLE issues, the New York Bar said they had a policy of only providing CLE only in four locations because it is too expensive to have it throughout the state. The four locations were always one on Long Island, One in western New York and two other locations depending on where the demand was. Mr. Grumet suggested FAE try broadcasting events that provided joint CPE/CLE, because the Bar asked if NYSSCPA/FAE would consider co-sponsorship in 4 areas. The Trustees asked Mr. Schmelkin to go to Albany to confer with the State Bar on joint CPE/CLE programs. b. Preparation of Budget Mr. Schmelkin told the Trustees he prepares the annual budget after the schedule, because each area of the schedule has different costs and audience size, so until FAE has a schedule in place, it would be impossible to come up with a line-item budget. This budget would be the main subject of the January 13, 2004 meeting of the FAE Board of Trustees.
9) Proposal from COCO	Mr. Schmelkin referred the Trustees to the memo regarding the proposal from the Committee on Committee Operations (COCO) on FAE discounts for Committee Members at NYSSCPA/FAE conferences. COCO proposed that the Trustees adopt policies that would: a) establish a reasonable “fixed” conference discount offered to all attending members of the sponsoring committee who are not formally participating in the conference, regardless of the number of committee members who register. b) permit members of the sponsoring committee to attend evening technical sessions at no-charge. Mr. Schmelkin informed the Trustees that, as a practice, FAE has been informally providing discounts for years to committee members who attend the conference their committee sponsors as long as ten or more people attend the conference. Some issues the Trustees discussed included concerns about: - Allowing discounts to committee members who have not regularly participated in committee meetings or activities. - Since many conferences occur during the summer months when many committees have new members, allowing discounts to new committee members who have not shown a track record of committee activity or participation. - Providing discounts to members of committees with fewer than ten active members, or where the conference draws only a handful of attendees. - Providing discounts and benefits to large committees with dozens or hundreds of members, where only a dozen or two members actively work on the conference. After discussion of the merits and drawbacks of the proposal, the Trustees sent the proposal back to COCO, asking them what they felt the problems with the current situation were and to develop solutions to the issue trustees discussed at meeting.
10) Next Meeting	The Trustees set their next meeting date to January 13, 2004, from 12:00pm -5:00pm.
11) Other Matters	a. Update on Young CPA Conference Mr. Grumet briefed the Trustees on the Young CPAs event in Rockland, noting that the program was not as far as previously believed. Only one speaker has been set and that is NYSSCPA’s Robert Colson. Mr. Grumet noted that one problem was that the Young CPAs did not have a fully functioning committee, since only 2 committee members were actually active. Ms. Golden noted that there was also trouble finding place for Young CPA’s next year. In addition the NYSSCPA Executive Committee was concerned that the proposed chapter to host the event next year, Rockland, was too new. The Trustees directed that any additional comments or suggestions should be directed to Mr. Grumet or Mr. Schmelkin. b. Change of Bank to Fleet Mr. Grumet informed the Trustees that NYSSCPA is changing banks for its operating account to Fleet Bank. Mr. Riley moved and Mr. Rosenbaum seconded a motion to have FAE follow the NYSSCPA and move its operating accounts and short-term investment accounts from the Bank of New York to Fleet Bank. After discussion, the motion passed unanimously.
12) Adjournment.	Having nothing further to discuss, Mr. Riley moved and Mr. Rosenbaum seconded a motion to adjourn the meeting. The meeting adjourned at 3:59 p.m.

Respectfully submitted,

John J. Kearney, Secretary