0) Call to Order

The Trustees convened the meeting at 12:30 p.m. and unanimously designated Mr. Bloom acting chair. Mr. Bloom then appointed Mr. Maier acting Secretary.

1) Approval of Minutes of FAE Board of Trustees May 17, 2005, Meeting

Mr. Bloom asked if there were any changes to the minutes of the FAE Board of Trustees May 17 2005, meeting. There being none, Mr. Rosenbaum moved to approve the minutes of the May 17, 2005, meeting and Ms. Kinsella seconded the motion. The motion passed unanimously. Mr. Martin, who had not yet joined the meeting, did not participate in the vote.

2) Election of FAE Officers

Mr. Bloom called upon Mr. Woehlke to summarize the recent governance changes affecting the appointment of FAE’s officers. Mr. Woehlke stated that as of the fiscal year commencing June 1, 2005, FAE’s officers would no longer be automatically appointed by virtue of their respective NYSSCPA officer positions. Instead, FAE officers would be elected by the Trustees themselves from among their number, pursuant to new FAE bylaws (effective June 1, 2005) which provide for the following elected offices:

- President
- President-Elect
- Secretary
- Treasurer

Mr. Woehlke noted that the Trustees would not normally elect FAE’s President outright under the new bylaws, but instead elect a President-Elect to automatically assume FAE’s presidency in the succeeding year. Nevertheless, in this first year under the new bylaws, since there was no President-Elect from the previous year, the trustees would need to select a president.

Mr. Woehlke reminded all present that the Trustees serve three-year terms, while officers serve one-year terms; therefore, the President-Elect could only assume the FAE Presidency in the succeeding year if he or she were still a Trustee at that time. Accordingly, Mr. Woehlke suggested that the Trustees select a President-Elect who was currently in his or her first or second year on the Board of Trustees. The Trustees by consensus agreed with this approach.

Mr. Bloom opened the floor to nominations for the FAE Presidency, and Ms. Kinsella nominated Mr. Bloom. Mr. Bloom accepted the nomination. There being no further nominations, Ms. Kinsella moved to close the nominations, and Mr. Jaffee seconded the motion. The motion passed unanimously and nominations were closed. Upon a duly-held election, the Trustees unanimously elected Mr. Bloom as FAE President. Mr. Martin, who had not yet joined the meeting, did not participate in the vote.

President Bloom then opened the floor to nominations for FAE President-Elect. Mr. Maier nominated Ms. Kinsella, who accepted the nomination. There being no further nominations, Mr. Maier moved to close the nominations and Mr. Jaffee seconded the motion. The motion passed unanimously and nominations were closed. Upon a duly-held election, Ms. Kinsella was unanimously elected President-Elect. Mr. Martin, who had not yet joined the meeting, did not participate in the vote.

President Bloom opened the floor to nominations for Secretary, and then nominated Mr. Maier. Mr. Maier accepted the nomination. There being no further nominations, President Bloom moved to close nominations, and Ms. Kinsella seconded the motion. The motion passed unanimously and nominations were closed. Upon a duly-held election, Mr. Maier was unanimously elected Secretary. Mr. Martin, who had not yet joined the meeting, did not participate in the vote.

President Bloom opened the floor to nominations for Treasurer, and then nominated Mr. Jaffee. Mr. Jaffee accepted the nomination. There being no further nominations, President Bloom moved to close nominations, and Ms. Kinsella seconded the motion. The motion passed unanimously and nominations were closed. Upon a duly-held election, Mr. Jaffee was unanimously elected Treasurer. Mr. Martin, who had not yet joined the meeting, did not participate in the vote.

3) Draft Financial Statements for 12-month Fiscal Year ended May 31, 2005

Mr. Cheung reviewed the financial statements for the 12-month fiscal year ended May 31, 2005, noting that FAE had a strong year. Mr. Cheung reported that FAE’s budgeted inter-company contribution from the NYSSCPA of approximately $533,000 had been utilized only to the extent of $440,000, and, therefore, FAE was $93,000 under budget.

A Trustee asked for an explanation of a bad debt expense which appeared in the statements. Mr. Schmelkin explained that a small number of FAE course takers do not ultimately pay for the course. He covered several of the reasons why this occurs including claims made at the registration desk that a firm has sent a check in the mail. He noted that although staff does its best to police fraudulent claims and collect outstanding balances, a small number of uncollected balances are budgeted under the category of bad debt expenses.

Ms. Kinsella moved that the Affiliation Agreement between NYSSCPA and FAE be approved as amended by the NYSSCPA, and that the FAE President be authorized and directed to execute the agreement on behalf of FAE. Mr. Maier seconded the motion. Following discussion, the motion passed unanimously.

Ms. Kinsella spoke highly regarding her experiences with the Syracuse COAP program and encouraged the Trustees to attend a COAP program session or volunteer their time in program planning to see first hand how rewarding the program is for all involved. The Trustees by consensus requested that the minutes reflect their unanimous enthusiasm and support for the COAP program.

Mr. Grumet reminded the Trustees that per its actions at a November 15, 2004 meeting, the implementation of a new FAE scholarship program structure would take effect as of the 2006 school year, with the existing structure remaining in force throughout the 2005 school year. He noted that the 2005-2006 FAE Trustees would be responsible for planning towards a 2006 implementation date, including appointing a scholarship program oversight committee.

Mr. Schmelkin then reviewed timing issues with respect to program planning, noting that FAE typically reviews the summer 2005 CPE season and decides whether to continue the POP program during its September Trustees meeting. He noted that the September meeting would be instrumental in a discussion of curriculum committee plans for the ensuing year, and suggested that Messrs. Bloom and Jaffee meet with Monte Kaplan and himself by conference call in October to further discuss specific curriculum issues. The Trustees by consensus agreed with this approach.

i) Designation of FAE Representative to Investment and Finance Committees

After a brief discussion, President Bloom appointed Mr. Jaffee as FAE’s representative to both the NYSSCPA Finance Committee and Investment Committee.

ii) FAE Monthly Contract Report

Arthur Bloom
Gail M. Kinsella
Peter K. Maier
Scott J. Jaffee
Louis Grumet
Alan Schmelkin
Robert H. Colson
James A. Woehlke
Joanne S. Barry
Dennis M. O’Leary

RESOLVED, FURTHER, that two signatures are required on every check and any check over $10,000 requires one of the signatures to be either Mr. Bloom or Mr. Jaffee;

RESOLVED, FURTHER, that in the event Messrs. Bloom and Jaffee are both unavailable to sign any check over $10,000, Messrs. Martin and Frankel shall be authorized to serve as backup signatories on such checks; 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.