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Governance
| MINUTES
OF: |
FAE
Trustees Meeting |
| DATE
OF MEETING: |
Sunday,
July 14, 2002 |
| LOCATION: |
Mohegan
Sun Hotel, Uncasville, CT. |
| TIME
MEETING CONVENED: |
1:30
p.m. |
| TIME
MEETING ADJOURNED: |
4:10 p.m. |
| PRESIDING
OFFICER: |
Nancy
Newman-Limata, President Jo Ann Golden, President-Elect |
| MEMBERS
PRESENT: |
Jeffrey
R. Hoops, Secretary
Ronald Benjamin
Katherine K. Doran
Ilene L. Persoff
Thomas E. Riley
Louis Grumet, Executive Director |
| MEMBERS
ABSENT: |
Sharon
Sabba Fierstein |
| STAFF
PRESENT: |
Lynn
T. Chambers
Alan Schmelkin
James Woehlke
|
Minutes
| 0)
Call to Order |
Due
to the delayed arrival of President Newman-Limata,
President-elect Golden noted that a quorum was present
and called the meeting to order at 1:30 p.m. |
| 1)
Approval of Minutes |
a.
Minutes of FAE Trustees Meeting – April 29,
2002
Ms.
Golden asked for a motion to approve the minutes for
the meeting held on April 29, 2002. Mr. Riley moved
and Ms. Doran seconded a motion to approve the minutes
as written. Following discussion, the motion was unanimously
approved.
b.
Minutes of FAE Trustees Meeting – May 9, 2002
Ms.
Golden asked if there were any changes to the minutes
for the meeting held on April 29, 2002. Ms. Persoff
asked that the spelling of her first name be corrected.
Mr. Riley moved and Ms. Doran seconded a motion to
approve the minutes with the correction Ms. Persoff
requested.
Following
discussion, the motion was unanimously approved.
Following her arrival, Ms. Newman-Limata asked the
Trustees if they wanted the minutes included on the
web site. Mr. Riley moved and Ms. Doran seconded a
motion prospectively to include the Trustees minutes
on the Society’s website. The motion was unanimously
approved.
|
| 2)
Financial Matters |
a.
Financial Report of fiscal year ended May 31, 2002
Ms.
Newman-Limata asked Ms. Chambers, the NYSSCPA Director
of Finance, to report on the financial statements
for the year ended May 31, 2002. Ms. Chambers indicated
that she was projecting a year-end loss of approximately
$1.5 million for FAE. The Trustees discussed the financial
information at length.
Ms.
Newman-Limata directed Ms. Chambers to provide the
Trustees with monthly projections, particularly throughout
the summer of 2002. The projections are to include
columns for month-to-month actual and budget numbers
as well as year-to-date actual and budget.
b.
Bank Resolutions for signatures on FAE accounts
Ms.
Doran moved and Mr. Riley seconded the following motion:
RESOLVED,
that the following persons are hereby appointed
to serve as authorized signatories on all banking
and investment accounts of the Foundation for Accounting
Education, Inc.:
Nancy
Newman-Limata, President
Jo Ann Golden, President-Elect
Jeffrey R. Hoops, Secretary/Treasurer
Ronald Benjamin, Trustee
Louis Grumet, Executive Director
Joanne S. Barry, Director of Communications
Alan Schmelkin, Director of Operations
James A. Woehlke, Counsel
Dennis M. O’Leary, Deputy Counsel
RESOLVED,
FURTHER, that the officers and staff of FAE are
hereby authorized and directed to execute and deliver
any documentation required to carry out the intent
of this resolution.
Following
discussion, the motion was unanimously approved.
|
| 3)
Strategic Planning Process |
a.
Review of Board Resolutions of February 2, 2002
The
Trustees discussed the NYSSCPA Board’s strategic
planning resolutions developed at their February 2,
2002 meeting. One Trustee emphasized that now is an
excellent time to market in-firm delivery. Ms. Newman-Limata
suggested that a survey be conducted to measure the
demand. Another Trustee suggested that FAE do more
partnering with outside organizations. Mr. Schmelkin,
NYSSCPA and FAE Director of Operations, outlined the
conditions under which FAE presently will cosponsor
an event with an outside organization, i.e. FAE must
-
Be the CPE sponsor,
- Control
the registration, and
-
Have access to the registration list.
A
recent instance where co-sponsorship worked well was
an event co-sponsored with TIAA-CREF. Other co-sponsorships
have been less successful from FAE’s perspective.
b.
FAE recommendations to Board of Directors on prioritization
Discussion
of strategic plan prioritization turned instead to
the pricing of FAE events sponsored by the chapters.
Ms. Golden mentioned the FAE policy for pricing chapter-sponsored
events discussed policy, that is, four-hour events
are to be priced at $75 and eight-hour events at $150.
Ms. Golden said that there has been some confusion
regarding the policy, in that it has been characterized
as being new, when in fact it is not.
She
reminded the Trustees that representatives of several
chapters had spoken with the Board during the April
29, 2002 meeting on the subject.She noted that the
Westchester Chapter and perhaps some other chapters
reject this policy, desiring instead to have the authority
to decide its own pricing for CPE events.
Following
the April 29 meeting, the Westchester chapter president
had issued one or more emails to other chapter presidents
expressing her unhappiness with the policy. On July
10, 2002, she met with Messrs. Grumet, Schmelkin,
Pape and Ms. Chambers from the staff and was provided
financial information supporting the policy. Mr. Grumet
noted that Ms. Schoenfeld did not seem to accept the
accuracy of the information provided at the meeting.
He had described the policy as one necessary for a
state-wide organization to support all chapters, including
those less well equipped to put on their own CPE programming.
Ms.
Golden noted that there had been a request that chapter
presidents be permitted to meet at the NYSSCPA Leadership
Conference to discuss the matter.
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| 4)
Task Force Activities |
a.
Task Force to examine use of technology in course
delivery
Ms.
Newman-Limata and Mr. Schmelkin met with the NYSSCPA
Emerging Technology Committee to discuss alternative
delivery methods for CPE. Committee members suggested
that there should also be input from the chapters
and the publishing committee. Discussion addressed
various delivery methods, including Internet room
chats, CD-ROMs, and what other associations are doing
in this area. The committee is now involved in gathering
information. One Trustee suggested that a report of
these activities be shared with appropriate chapter
committees.
b.
Task Force to explore creation of curriculum for CPAs
in Industry
Ms.
Newman-Limata suggested that any financial commitment
to provide industry-targeted CPE should be delayed
until FAE is certain it has the financial wherewithal
to deliver the programming. Ms. Fierstein was added
to the group.
|
| 5)
FAE Registration Statistics |
Mr. Schmelkin noted that the initial indications are
that the 2002 CPE registrations have is greatly increased
over the 2001 season. Ms. Newman-Limata directed that
she should be sent registration reports on a weekly
basis. |
| 6)
Update on POP Program |
Ms. Newman-Limata asked Mr. Schmelkin to provide an
update on the POP program. Mr. Schmelkin reported
that as of July 8, 2002, 564 POP passes and coupon
books had been sold as compared with 436 VIP passes
and coupon books for the entire 2000-2001 CPE season.
Utilization of the POP passes was such that as of
July 8th, $373,661 of deferred income remains to be
recognized. Because the 2001-2002 POP pass expires
on August 31, 2002, all of this income will be recognized
before September.
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7)
FAE Board of Trustees Subcommittees
|
a.
Education Services Awards
Mr.
Schmelkin informed the Trustees that education services
award (ESA) recipients have been selected solely based
on staff input. Other awards are decided by a volunteer
committee. Messrs. Schmelkin and Grumet suggested
that it would be more appropriate if ESA recipients
would be selected by the FAE Trustees. Ms. Newman-Limata
asked for volunteers to propose forma criteria to
be used in selecting ESA recipients and appointed
Ms. Persoff and Messrs. Benjamin and Riley to a task
force to that end.
b.
Joint FAE and NYSSCPA Committees for Finance and Investment
Ms.
Newman-Limata recognized Mr. Riley who moved that
the FAE should participate with the NYSSCPA to establish
a joint finance committee and a joint investment committee
with the joint investment committee chair to be appointed
by the FAE president and the joint finance committee
chair to be appointed by the Society president. Mr.
Hoops seconded the motion. After discussion, the motion
passed unanimously.
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| 8)
FAE Bylaws Update |
Mr.
Schmelkin noted that the bylaws included with the agenda
were updated to include the amendments passed at the
May 9, 2002 meeting. |
| 9)
Vacancy Rplacement for Robert Peare |
Ms.
Newman-Limata noted that Mr. Robert Peare had submitted
his resignation from the FAE Board of Trustees and the
Trustees needed to act to fill the vacancy. Mr. Riley
moved that the FAE Trustees should act as a committee
of the whole for purposed of nominating a person to
fill a vacancy created by the resignation of Robert
Peare. Ms. Doran seconded the motion, which, following
discussion, was passed unanimously. The Trustees then
briefly recessed for a meeting of the nominating committee.
Following the recess, Ms Newman-Limata, as chair of
the nominating committee, reported that the committee
placed in nomination the name of Diane Wiktorowski,
chair of the Buffalo chapter’s education committee,
to fill the vacancy created by Robert Peare’s
resignation. She asked if there were any other nominations.
There being none, Ms. Newman Limata asked for a vote
confirming Ms. Wiktorowski’s appointment. The
Trustees, by unanimous vote, appointed Ms. Wiktorowski
to fill the vacancy created by Mr. Peare’s resignation. |
| 10)
Calendar for FAE Trustees’ meetings for 2002-2003 |
The
Trustees agreed to hold their next meeting in Albany,
at 1:00 p.m. on September 20, 2002. |
| 11)
Executive Session |
Ms.
Newman-Limata then declared the Board of Trustees to
be in executive session to discuss the FAE agreement
with eMind. Following executive session, Ms. Golden
moved and Ms. Persoff seconded a motion to authorize
and direct Mr. Woehlke to engage an attorney on a contingency-fee
basis to represent FAE in an action against eMind. |
| 12)
Other matters |
The
Board of Trustees then discussed whether to send a letter
to the New York State Board for Public Accountancy supporting
the State Education Department efforts to strengthen
the CPE system. In the alternative, Mr. Hoops suggested
sending a letter to the NYSSCPA membership reminding
them of the service FAE provides in maintaining members’
records, re-explaining the ethics requirement, and supporting
the CPE system. Mr. Grumet suggested that the letter
could be a joint letter signed by both the FAE and the
NYSSCPA presidents. He agreed to have the staff draft
a letter and submit it to Ms. Newman-Limata and Ms.
Golden for their approval. The letter was then to be
distributed to the Trustees for their approval. By consensus,
the Trustees agreed with this approach. |
| 13)
Adjournment |
Ms.
Newman-Limata asked if there was any further business
to come before the meeting. There being none, the meeting
adjourned at 4:10 p.m. |
Respectfully submitted,
Jeffrey
R. Hoops
Secretary
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