1) Call to Order

President Sokolski noted that a quorum was present and called the meeting to order at 6:05 p.m.

2) Proposed Bylaws Amendment Regarding Nominating Process to Fill Board Vacancies

Mr. Sokolski reminded that at their April 29, 2002, meeting, the trustees discussed the need to amend the bylaws regarding the nominating process. At that time they passed a resolution containing such change and agreed to meet again on May 9 to vote on the proposal. The then recognized Mr. Riley, who made the following motion, which was seconded by Ms. Fierstein”

RESOLVED, that Article II, Sections 3 and 4 of the Bylaws of the Foundation for Accounting Education, Inc. should be amended 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.

Following discussion, the motion was unanimously passed.

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) Appointment of Nominating Committee

Mr. Sokolski then proposed that Mss. Newman-Limata Doran serve with him on the nominating committee to recommend replacements for those trustees rotating off the board on May 31. Mr. Riley moved and Ms. Fierstein seconded a motion to that effect, which was unanimously passed after discussion. At that time the trustees recessed while the Nominating Committee conferred.

4) Report of Nominating Committee

Following the recess, Mr. Sokolski reported that the Nominating Committee unanimously voted to place in nomination the names of Sharon Fierstein and Eileen Persoff to replace the Trustees whose terms will be ending on May 31, 2002. An alternate name was also given the Board in the event one of the nominees proved unable to serve.

Mr. Sokolski then asked if any Trustees wished to place any additional names in nomination. No additional persons were nominated.

Mr. Riley moved that Mss. Fierstein and Persoff be appointed as FAE Trustees for terms beginning June 1, 2002. Ms. Golden seconded the motion. Following discussion, the motion passed unanimously.

5) Adjournment

Following a motion to adjourn by Ms. Fierstein, which Ms. Golden seconded, the Trustees unanimously voted to adjourn the meeting at 6:20 p.m.