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|
Governance
| MINUTES
OF: |
Foundation
for Accounting Education, Inc. Board of Trustees, Special Meeting
Held Via Conference Call Pursuant to Notice Emailed May 11,
2007 |
| DATE
OF MEETING: |
Tuesday,
June 5, 2007 |
| TIME
MEETING CONVENED: |
2:05
p.m. |
| TIME
MEETING ADJOURNED: |
3:05 p.m. |
| PRESIDING
OFFICER: |
Peter
K. Maier, President |
| TRUSTEES
PRESENT: |
Arthur
Bloom
Ann Burstein Cohen
Elliot L. Hendler
Scott J. Jaffee
Don A. Kiamie
Alan D. Kahn
James F. Passikoff
Louis Grumet, Executive Director
|
| TRUSTEES
ABSENT: |
D. Edward Martin |
| STAFF
PRESENT: |
Suvro
C.K. Banerjee
Joanne S. Barry
Annette Davis
William J. Pape
Alan Schmelkin
James A. Woehlke
|
Minutes
| 0)
Call to Order |
President
Maier called the meeting to order at 2:05 p.m. Noting
that a secretary had not yet been elected, Mr. Maier
appointed Mr. Jaffee to serve as acting secretary. |
| 1)
Welcome by FAE President Maier |
Mr.
Maier welcomed the new members of the FAE Board of Trustees:
Messrs. Kiamie and Passikoff and returning member Mr.
Jaffee. |
| 2)
Election of Officers |
Mr.
Maier noted that the first order of business was the
election of FAE’s 2007-2008 officers other than
the president. He referred the Trustees to the bylaws
provisions on the FAE officerships which had been distributed
with the agenda. He then turned the discussion over
to Mr. Bloom who had chaired the nominating committee.
Mr. Bloom informed the Trustees that a nominating committee
comprised of himself as chair and Messrs Maier and Hendler
had met on May 16 and was placing into nomination the
following individuals to serve in the positions set
opposite their names:
| Ann
Burstein Cohen |
President-Elect |
| Scott
Jaffee |
Secretary |
| James
F. Passikoff |
Treasurer |
all
of whom had agreed to serve. Mr. Maier thanked the
committee for its good work and opened the floor to
any additional nominations. There being none, Mr.
Maier noted that since only one individual had been
nominated for each position, there would be no need
for a formal election. He then declared the officers
elected.
|
| 3)
Designation of Audit Committee Member from FAE |
Mr. Maier reminded the Trustees that the NYSSCPA had
recently established an audit committee charter which
called for one of the five persons serving on that
committee to be a FAE Trustee. While normally the
audit committee members were to serve three-year terms,
the Trustee serving on the initial committee would
serve a one-year stub term. He also reminded the Trustees
that at their previous meeting, they had decided to
have the FAE representative on the audit committee
be nominated by the nominating committee, rather than
leaving it to the president to appoint the position.
Mr.
Maier then turned the discussion over to Mr. Bloom,
chair of the nominating committee, to discuss the
committee’s deliberations regarding the designation
of a Trustee to serve on the NYSSCPA’s Audit
Committee.
Mr.
Bloom reported that the nominating committee recommended
that Mr. Hendler serve the one-year stub term on the
NYSSCPA Audit committee. Mr. Maier asked if there
were any other recommendations from the other Trustees.
There being none, he declared Mr. Hendler appointed
to the NYSSCPA Audit Committee.
|
| 4)
FAE Board Meeting Dates 2007 – 08 |
Mr.
Maier noted the meeting dates he was proposing for
approval by the FAE Trustees, which had been distributed
with the agenda materials.
There
was some discussion of Mr. Maier’s proposed
dates, after which Mr. Kiamie moved that the following
dates be set for the FAE’s Trustees 2007-2008
regular meeting dates:
| 2007 |
|
|
| Sunday,
July 8 |
1:00 p.m |
Formative
Meeting
–Saratoga |
| Tuesday,
Sept. 11 |
12:30
p.m. |
Phone
conference |
|
Wednesday, Sept. 19 |
10:00
a.m. |
FAE/NYSSCPA
Joint Mtg–NYC |
| Tuesday,
Nov. 20 |
10:00
a.m. |
NYC |
| Tuesday,
Dec. 18 |
10:00
a.m. |
NYC |
| 2008 |
|
|
| Tuesday,
Jan. 29 |
10:00
a.m. |
NYC |
| Thursday,
Apr. 17 |
10:00
a.m. |
NYC |
Mr.
Jaffee seconded. Following further discussion, the
motion passed unanimously. To ease the setting of
a meeting date for the FAE nominating committee, Mr.
Maier also asked all the Trustees to pencil in Wednesday,
May 14, 2008, at 3:00 p.m. for a FAE nominating committee
meeting, although the appointments to the committee
had not yet occurred. |
| 5)
Bank Signature Authorization |
Mr.
Maier referred the Trustees to the draft resolution
regarding signature authority over the FAE accounts
for the 2007-2008 year. Mr. Jaffee moved and Mr. Bloom
seconded the motion as proposed. Following discussion,
Ms. Cohen moved to amend by adding Messrs. Kiamie
and Bloom to the list of individuals with signature
authority. Following discussion, the motion to amend
passed unanimously. Mr. Maier then restated the motion
on the floor as follows:
RESOLVED,
that the following persons and those holding the
following positions are hereby appointed to serve
as authorized signatories on all banking and investment
accounts of the Foundation for Accounting Education
Inc.:
-
FAE President
-
FAE President-Elect
-
FAE Treasurer
-
FAE Executive Director
-
NYSSCPA Managing Director for Operations
-
NYSSCPA Managing Director for Communications
-
NYSSCPA General Counsel
-
NYSSCPA Legislative Counsel
-
NYSSCPA Director for Quality Enhancement
-
NYSSCPA Director for Member Relations
-
Mr. Kiamie, Trustee
-
Mr. Bloom, Trustee
RESOLVED,
FURTHER, that in the event the term of a FAE officer
terminates at the end of the fiscal year and the
officer’s term as a trustee continues into
the following fiscal year, such officer or officers
shall continue as bank signatory until such time
as his or her successor officer is elected.;
RESOLVED,
FURTHER, that two signatures are required on every
check, and at least one signature on any check over
$10,000 is required to be a FAE officer or Trustee
other than the FAE Executive Director; and
RESOLVED,
FURTHER, that the officers of the Foundation for
Accounting Education, Inc. and the staff of the
New York State Society of Certified Public Accountants
are hereby authorized and directed to execute and
deliver any documentation required to carry out
the intent of this resolution.
There
being no further discussion, Mr. Maier conducted the
vote. The motion passed unanimously.
|
| 6)
Open Meeting Format for the July 8th Formation Meeting |
Mr.
Maier noted NYSSCPA President David A. Lifson’s
request that the FAE trustees hold their July meeting
open to those attending the NYSSCPA Leadership Conference.
Following discussion, the Trustees by consensus agreed
to hold their July meeting open to those attending
the Leadership Conference, subject to the call of
an executive session should a need arise. |
| 7)
FAE Trustees Approval of COAP Scholarships – 2007 |
Mr.
Maier noted that the next order of business was the
approval of FAE’s first ever COAP scholarship
recipients. The trustees discussed the purpose of the
scholarship program and heard a report on the candidates
from Ms. Penny Wightman, chair of the FAE scholarship
committee. Mr. Bloom then moved and Mr. Jaffee seconded
a motion to approve the Scholarship Committee’s
report, thereby approving the grant of three COAP scholarships.
Following discussion, the motion passed unanimously. |
| 8)
Adjournment |
There being no further
business, the Trustees adjourned the meeting at 3:05
p.m.
|
Respectfully submitted,
Scott
J. Jaffee
FAE Secretary |
|
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