0) Call to Order

President Sokolski noted that a quorum was present and called the meeting to order at 9:11 a.m.

1) Approval of the March 13, 2002 Meeting Minutes

Mr. Sokolski asked for comments on the minutes of the March 13, 2002 FAE Trustees conference call meeting. There being none, Mr. Riley moved that the revised minutes be approved. Ms. Fierstein seconded. The motion carried unanimously.

2) Financial Statements for the period ending March 31, 2002

Lynn Chambers, NYSSCPA Director of Finance, briefed the Board of Trustees on the FAE financial statements for the period ending March 31, 2002. Total Expenses of $4,465,931 were offset by $3,261,193 in total revenue for the year, providing a net loss of $1,204,738.

Mr. Sokolski queried the staff as to the expected fees from online CPE partner eMind. Mr. Grumet stated that FAE and the Society are approaching the end the eMind contract term and that FAE still expects to receive the remainder of the guaranteed royalty under the contract.

3) FAE Curriculum Development for Industry and Technology

a) Industry-related courses

Alan Schmelkin, NYSSCPA and FAE Director of Operations, reported on a recent conference call, suggested by Gerry Sokolski, that was held to learn more about courses of interest to industry members. This was part of an emerging initiative from Dick Piluso, Chair of the Society’s Industry Division Committee, and Society Staff dealing with industry members’ activities. The idea of developing a core curriculum of industry courses was discussed, along with the possibility that New York State might pass legislation requiring CPAs in industry to maintain their licenses, and, therefore, turn to FAE as a source for their CPE. Mr. Riley noted that a large portion of the Society’s membership work in industry. Ms. Newman-Limata, however, cautioned that FAE might suffer from a reputation gained during the 2001 CPE season of having a number of canceled industry courses. Mr. Schmelkin noted that an industry curriculum developed now would be for courses in the summer of 2003. By consensus, the Trustees agreed that the FAE president would appoint a task force of industry people to examine industry-related courses.

b) Web-cast courses

Following their earlier request that staff investigate the practicality of developing web-casting programs, the Trustees discussed the possibility of utilizing web-cast technology to deliver FAE courses via the Internet. Mrs. Newman-Limata noted that this method was being increasingly used in her firm. She suggested setting up a task force to assess the viability of a web-based content delivery. Mr. Sokolski agreed, suggesting that FAE approach key people in chapters to get their feedback. Mr. Schmelkin suggested a group comprised of the Emerging Technology Committee plus other interested people. The Trustees agreed with this approach by consensus and asked staff to contact the committee immediately to begin the process.

4) Chapter Originated CPE Events

The FAE Trustees participated in a conference call with Michelle Cohen, President of the Rochester Chapter, Sandra Napoleon-Hudson, NYSSCPA Board member and immediate past president of the Westchester Chapter, Jeffrey Rosenbaum, President-elect of the Northeast Chapter, and Timothy N. O’Connor, Vice-President of the Northeast Chapter. The conference call was set up so chapter leaders could discuss their concerns with the role of NYSSCPA chapters in the FAE education program.

Five main concerns were addressed during the conference call including, (1) whether $10 surcharge on statewide, committee-sponsored evening technical sessions (ETSs) would also apply to chapter-based sessions; (2) whether chapters may co-sponsor seminars with other associations or organizations; (3) whether chapter-based 4-hour CPE programs can be offered without FAE price structure; (4) whether chapters would face a CPE course price increase; and (5) lack of attendance at meetings of some chapters.

The $10 surcharge. The Trustees made clear that the surcharge on evening technical sessions applies only to ETSs sponsored by statewide committees. It does not apply to any chapter-sponsored sessions. However, the trustees cautioned that sessions held at the chapter level cannot run at a loss, that is, should at least break even.

Co-sponsors and the application of the FAE price structure on 4-hour events. The FAE price structure remains in effect for courses providing 4 or more hours of CPE, however, the cost to members can be offset by fees collected from commercial or business co-sponsors. The FAE price structure needs to be uniform for all chapters. The fees collected are needed to pay for FAE’s overhead items, including compliance with the State Education Department requirements for record keeping and documentation.

Mr. Schmelkin also pointed out that the NYSSCPA Board and FAE Trustees have instructed FAE staff to provide a core curriculum of general knowledge that accountants should know to be offered in every chapter location.

Concern about CPE price increase. Mr. Schmelkin noted that there was no price increase for FAE courses.

Low attendance at chapter meetings. To improve participation at chapter meetings suffering from low attendance, Mr. Schmelkin suggested allowing chapter representatives to attend FAE sessions to talk about chapter events and chapter participation. During the course of this discussion, Mr. Schmelkin promised to send a copy of the FAE schedule to Albany and Westchester representatives.

FAE trustees agreed to continue further address chapter education concerns at the Leadership Conference in July.

5) Proposed Amendment to FAE Bylaws

The FAE Trustees discussed a proposal to amend the FAE Bylaws to clarify the procedure to fill vacancies on the Board of Trustees and appoint new Trustees. Mr. Woehlke, Society counsel, stated that the Board needs 10-days notice before voting on any bylaw change. Ms Fierstein then made the following motion, which was seconded by Mr. Riley:

RESOLVED, that the fifth item on the April 29, 2002 Agenda of the FAE Board of Trustees Meeting is hereby deferred until a Board of Trustees meeting to be held on May 9, 2002 at 5:00 p.m., at the Roosevelt Hotel, Madison Avenue and 45th Street, New York City.

RESOLVED, FURTHER, that at such May 9 meeting, a vote shall be taken on amending Article II, Sections 3 and 4 of the Bylaws of the Foundation for Accounting Education, Inc. to read as follows:

SECTION 3.Appointments. The Trustees shall be initially appointed by the incorporators of the Foundation. Thereafter, the appointment of new Trustees to replace those whose terms are due to expire at the next Annual Meeting shall be made in accordance with the procedure used to fill Board vacancies.

SECTION 4. Vacancies. The Trustees shall appoint individuals to fill any vacancies occurring on the Board. Nominations to fill vacancies shall be proposed by a nominating committee composed of the President and two other Trustees appointed by the Board. The Board shall fill the vacancies from among the nominations made by the nominating committee and nominations made directly by one or more Trustees. Any persons so nominated shall meet the qualifications set forth in Section 2 of this Article. Any Trustee so appointed shall hold office until the next Annual Meeting and until his or her successor is appointed and qualified.

RESOLVED, FURTHER, that the proposed language of the bylaws amendment shall be distributed to the Board by close of business on April 29, 2002.

The Trustees unanimously approved the motion.