NYSSCPA Governance

Minutes

0) Call to Order	President Kinsella called the meeting to order at 10:10 a.m.
1) Approval of Minutes – January 30, 2007	Ms. Kinsella asked if any of the Trustees had corrections to the draft minutes of the January 30, 2007 meeting. There being none, Mr. Maier moved, and Mr. Jaffee seconded the motion to approve the minutes as written. The motion passed unanimously.
2) Financial Update	Ms. Kinsella noted that Mr. Suvro C.K. Banerjee had been appointed acting controller of the NYSSCPA and FAE and asked Mr. Banerjee to brief the Trustees on the interim financial statements for the nine-month period ending February 28, 2007. Mr. Banerjee reported that FAE’s net loss at that point stood at $43,000, which was $137,000 better than budget and $81,000 better than the same period the prior year. FAE’s total net assets stood at $938,000 as opposed to $843,000 in the prior year.
3) Election of Trustees to Fill Vacancies	Ms. Kinsella noted that there would be three vacancies on the FAE Board after the end of the current fiscal year, May 31, 2007, when her term and the terms of Messrs. Frankel and Jaffee would expire. She reminded the Board that Article II, section 4 of the FAE bylaws empowered the FAE Trustees to fill vacancies on the Board, but that they were required to fill vacancies from a list of NYSSCPA Board of Director recommendations, provided the NYSSCPA Board submitted at least twice as many recommendations as there were vacancies on the Board of Trustees. This year the NYSSCPA Board had submitted seven recommendations to fill the three vacancies. The Trustees discussed the qualifications of the seven NYSSCPA Board recommendations and then proceeded to vote. Ms. Kinsella appointed two Trustees to to act as tellers for the election. When the ballots had been counted, the tellers announced that Messrs. Scott M. Jaffee, Don A. Kiamie and James F. Passikoff had received the most votes. Ms. Kinsella then declared them to be elected to the Board of Trustees.
4) Discussion of Process to be Used for Election of FAE Officers	Ms. Kinsella reviewed the process used to elect FAE officers the past two years and referred the Trustees to a proposal presented by Mr. Woehlke to use a Nominating Committee process this year. The Trustees, by consensus, agreed that this was a worthwhile idea. Ms. Kinsella then appointed Messrs. Bloom, Hendler and Maier to serve on the committee, with Mr. Bloom to serve as chair. The Trustees then agreed to meet early in June via conference call to hear the report of the Nominating Committee and elect the officers (other than the President) for the 2007-2008 fiscal year.
5) Trade Show Update	Ms. Barry reported that the trade show scheduled for May 16 -17 at the Hilton New York had to date brought in about $300,000 in revenue, short of budget projections due primarily to the fact that one major exhibitor could not participate during the new May dates. Previous shows were held in July. She also expressed the importance of floor traffic at the Show as exhibitors were concerned about their return on investment. This is the first year that the Show was to be held in conjunction with the Annual Dinner.
6) Update on Selection of Consulting Firm for Market Research Project	Mr. Pape reported that one firm had responded to the RFP. He reported to the Trustees that staff had reviewed the proposal and found it well constructed. Discussion ensued about the possibility of reopening the RFP search to ensure that the proper due diligence was performed. Staff agreed to seek additional bids. A motion was made by Scott Jaffee to permit staff to award the contract only after making another attempt to obtain additional bids. The motion was seconded by Peter Maier, and approved unanimously.
7) COAP Update	Mr. Pape informed the committee that St. John’s had agreed to become the tenth COAP program. He noted that the other programs were in the process of recruiting students and organizing their programs. All programs are held in late June.
8) Contract Approvals	Ms. Kinsella asked Mr. Woehlke to brief the Trustees on two large contracts needing their approval, the AICPA vendor agreement and the Surgent McCoy vendor agreement. Mr. Woehlke noted that pursuant to the AICPA "Free CPE Content" agreement, the AICPA would allow FAE to offer AICPA-owned educational content without charge for the materials; provided that AICPA members were given a $30 discount. In addition, the AICPA would charge a fee of slightly over $1,000 for providing speakers, when specifically requested by FAE. FAE would also need to reimburse the AICPA or the speakers for travel. Since FAE expected to use a substantially larger number of AICPA-provided speakers this year, the agreement, though not susceptible to precise valuation, was expected to cost in excess of $100,000, therefore requiring approval by the full Board. The second contract was with vendor Surgent McCoy CPE LLC, which continued to be one of FAE's largest CPE vendor agreements. The agreement, which in its terms was substantially the same as the preceding year, required Trustee approval since it was expected to cost in excess of $100,000. Mr. Woehlke detailed the components which would be owed under the contract, including honorariums, per registrant fees, and meals. Following a motion by Mr. Jaffee, which was seconded by Mr. Maier, and Trustee discussion, the contracts were unanimously approved.
9.�Scholarship Update	Mr. Pape informed the Trustees that the FAE scholarship committee would be meeting in May to select COAP scholarship recipients.
10.�FAE 2007 Summer Scheduling and Planning Activities	Mr. Pape noted that the implementation of the summer schedule was underway. Ms. Davis and Mr. Kaplan provided details of their respective areas’ activities in this regard.
11. RFP Update	See Item 6, above.
12. Adjournment	There being no further business, the Trustees adjourned the meeting at 1:40 p.m.

Respectfully submitted,

Elliot L. Hendler
FAE Secretary