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Governance

MINUTES OF: FAE Board of Trustees Meeting
DATE OF MEETING: Sunday, July 11, 2004
LOCATION: Sagamore Resort, Bolton Landing, NY
TIME MEETING CONVENED: 9:27 a.m.
TIME MEETING ADJOURNED: 11:40 a.m.
PRESIDING OFFICER: Jeffery R, Hoops, President
MEMBERS PRESENT: John J. Kearney, President-Elect
Ilene L. Persoff
Stephen F. Langowski, Secretary
Jeffrey M. Rosenbaum
Sharon Sabba Fierstein *
Franco Strangis
Gail M. Kinsella
Louis Grumet, Executive Director

MEMBERS EXCUSED: None
MEMBERS ABSENT: Alan T. Frankel
GUESTS PRESENT: Thomas E. Riley
STAFF PRESENT: Lynn T. Chambers
William Pape
Annette Davis
Alan Schmelkin
Monte Kaplan
James A. Woehlke

* - participated via phone

Minutes

0) Call to Order

President Hoops called the meeting to order at 9:27 a.m.

1) Minutes of April 20, 2004 Meeting

Mr. Kearney moved and Ms. Fierstein seconded a motion to accept the minutes of the April 20, 2004 meeting as written. The motion passed unanimously.

2) Financial Statements Through May 31, 2004

Ms. Chambers reviewed the financial statements for the twelve-month period ended May 31, 2004. She noted that investment income was $118K ahead of budget due to the improved investment climate, and rental income was $100K under budget due to the loss of several significant renters of classroom space

3) Amendments to FAE Bylaws

The trustees discussed draft amendments to the Bylaws. The draft was distributed via email on June 29 together with a notice that amended bylaws would be discussed at the July 11 meeting.

Following initial discussion, the following motion was made by Mr. Strangis and seconded by Ms. Kinsella:

RESOLVED, that all the proposed amendments to the FAE bylaws are hereby approved with the exception of the changes in Article 1, Section 4 (relating to filling vacancies on the Board of Trustees), which is hereby amended to read as follows:

SECTION 4. Vacancies. The Trustees shall appoint individuals to fill any vacancies occurring on the Board from among nominees made by the Society’s Board of Directors; provided the number of such nominees shall be at least twice the number of vacancies needing to be filled. Any Trustee appointed to fill the unexpired term of a Trustee shall hold office until the next Annual Meeting and until his or her successor is appointed and qualified.

RESOLVED, FURTHER, that the effective date of the Bylaw changes shall be June 1, 2005.

Following further discussion, the motion was unanimously approved. The revised bylaws are included with these minutes as Exhibit A.


4) Plan of Merger with Benevolent Fund

Mr. Hoops asked Mr. Woehlke to review the FAE / NYSSCPA Benevolent Fund merger proposal. Mr. Woehlke reviewed the informal discussions that had occurred to date and distributed a draft preliminary plan of merger about which he hoped to receive comment from the FAE trustees and those Benevolent Fund board members who would be present at the Leadership Conference. The trustees reviewed the draft and by consensus indicated their preliminary approval of the draft plan. Mr. Woehlke said that once he had agreement from the Benevolent Fund board, he would seek the comment of the Charities Bureau and, if deemed to be acceptable, would return to the trustees for approval of a final plan of merger.

5) FAE Program Items

a. Continuing Professional Education

i. Relocation Update

Mr. Schmelkin reported that NYSSCPA’s and FAE’s new location would not be ready until after the CPE season with the result that several conferences that had been planned for in-house presentation would now have to be held at hotel locations. One of the trustees asked how this would affect the 2004-2005 FAE budget. Mr. Grumet promised to have a report prepared for the trustees assessing the budgetary impact of the delayed move.

ii. Industry Outreach Efforts

Mr. Schmelkin reviewed efforts of Sharon Fierstein, Franco Strangis and Monte Kaplan in identifying a focused curriculum of CPE topics that were being presented for members in Industry. He reminded the FAE Board that a total of 44 full day and 8 half-day seminars were scheduled for the summer of 2004. He noted that the 2004-05 FAE budget was prepared with the assumption that these events would draw lower than average attendance figures.

iii. Update on In-firm Sales

Mr. Schmelkin thanked Monte Kaplan for his efforts in increasing FAE CPE Sales to firms. He referred to a worksheet that was included in the Agenda materials containing a list of firms that purchased CPE courses.

b. Scholarship Program – Proposed Revisions

Mr. Hoops welcomed Mr. Riley, a recent FAE Trustee, to the meeting to discuss his efforts regarding revisions to the Scholarship program. Mr. Riley noted that FAE had received tremendous assistance from the investment manager used for the scholarship fund. They had prepared an analysis with several variables, including the number of scholarships awarded, the size of scholarships, and the extent of fundraising employed in the future. Mr. Riley explained that guidance was needed from the Trustees as to setting those variables.


Mr. Grumet then noted that to that point the scholarship program had been largely chapter driven. He was proposing that the program be changed to grant scholarships to New York colleges and universities based on criteria to be determined by the Board of Trustees. He also proposed raising the size of each scholarship from $1,500 to $2,500.

Mr. Hoops recommended separate meetings perhaps via one or more conference calls to discuss scholarships. He said he would work with Lynn Chambers to prepare pertinent information for the conference calls. In the meantime he said that any questions should be addressed to Mr. Riley.

c. Career Opportunities in the Accounting Profession (COAP)

i. Fundraising Efforts

Mr. Pape reported on the success of the journal distributed at the 2004 Annual Election Dinner of the Society. He noted that over
$90,000 had been raised as a result of this effort.

ii. Report on summer 2004 Programs

Mr. Pape reported that overall there were a total of 170 students served by seven programs. If all the students who had signed up had attended, there would have been 207 students in the program.

6) Next Meeting

By consensus, the Trustees agreed to meet at the call of President Hoops.

 


7) Other Matters

Mr. Kearny moved and Mr. Riley seconded a motion to approve the 2004-2005 FAE Banking and Investment Account resolutions. The motion carried unanimously.

8) Adjournment.

Having nothing further to discuss, Mr. Rosenbaum moved and Ms. Fierstein seconded a motion to adjourn the meeting. The meeting adjourned at 11:40 a.m.


Respectfully submitted,

Stephen F. Langowski, Secretary


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