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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.

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.

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.

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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