| |
|
Governance
| MINUTES
OF: |
Foundation
for Accounting Education, Inc. Board of Trustees |
| DATE
OF MEETING: |
Sunday,
July 9, 2006 |
| TIME
MEETING CONVENED: |
2:05
a.m. |
| TIME
MEETING ADJOURNED: |
4:10 p.m. |
| LOCATION: |
Gideon
Putnam Hotel, Sun Room, Saratoga Springs, New York |
| PRESIDING
OFFICER: |
Gail
M. Kinsella, President |
| TRUSTEES
PRESENT: |
Arthur
Bloom
Ann Burstein Cohen
Elliot L. Hendler
Scott J. Jaffee
D. Edward Martin*
Peter K. Maier
Louis Grumet, Executive Director
|
| TRUSTEES
ABSENT: |
Alan
D. Kahn
Alan T. Frankel
|
| STAFF
PRESENT: |
Adam Cheung
William Pape
Patrick Payano
Alan Schmelkin
James A. Woehlke
|
*
- participated by phone
Minutes
| 0)
Call to Order |
Ms.
Kinsella called the meeting to order at 2:05 p.m. Noting
that FAE was without a Secretary until the officer’s
election occurred, Ms. Kinsella appointed Elliot Hendler
acting secretary.
|
| 1)Approval
of Minutes of FAE Board of Trustees April 26, 2006,
Meeting
|
Ms.
Kinsella asked if any Trustees wished to make changes
to the draft minutes. There being none, Mr. Jaffee moved
to approve the minutes as written and Mr. Bloom seconded
the motion. The motion passed unanimously.
|
|
2) Election of FAE Officers
|
Ms.
Kinsella discussed filling open FAE officer positions.
She noted three open officer positions (1) President-elect
(2) Treasurer and (3) Secretary.
a.
FAE Bylaws Highlighting Officers’ Duties
Ms. Kinsella
referred the Trustees to the bylaws of FAE, Article
IV. Officers, which describes Officers’ Duties.
b.
Nominations and Election of Officers for 2006-07
Ms. Kinsella
opened the floor to receive nominations to fill the
2006-2007 officers’ vacancies. Mr. Bloom nominated
Mr. Hendler for Secretary, Ms. Kinsella nominated Mr.
Jaffee for Treasurer, and Mr. Maier placed his own name
in nomination for President-elect. Mr. Bloom moved to
close nominations and Ms. Cohen seconded the motion.
The motion passed unanimously. There being only one
nomination for each officer’s position, Ms. Kinsella
declared the following individuals elected to the positions
set opposite their names:
Peter K.
Maier........... President-elect
Elliot L. Hendler......... Secretary
Scott J. Jaffee............. Treasurer
The Trustees
congratulated the new 2006-2007 officers.
|
| 3)
Draft Financial Statements for Fiscal Year Ended May
31, 2006
|
Mr.
Cheung reviewed the financial statements for the twelve
months ended May 31, 2006 and highlighted certain financial
information. He reported FAE had $108,000 and $(21,000)
net income (loss) in 2006 and 2005 respectively, which
included Unrestricted, Temporary, and Permanently Restricted
Funds. Mr. Cheung directed the members to the financial
statement analysis by seminar providers organized by
(1) FAE (2) AICPA and (3) other providers. Mr. Cheung
noted out of the three providers, FAE seminars provided
the highest gross profit - 47% in the current year versus
48% in the previous year. FAE’s gross profit remained
in line with the prior year despite having an increased
cost of approximately $100,000. He discussed the break-out
of POP revenue, distinguishing $100,000 of operating
and non-operating revenue/expenses. Mr. Cheung proceeded
to review the “FAE Budget Analysis” noting
that FAE received an $847,000 contribution from the
Society to cover any shortfall in the unrestricted fund,
compared to the modified budget of $862,000. Mr. Schmelkin
suggested the use of the internet to increase registration
of FAE participants. A member suggested that the Trustees
should shop around to obtain the best possible credit
card processing fees. Mr. Cheung noted a $317,000 unfavorable
variance related to under-budgeted facility expense
related to bringing the trade show’s management
in house. This has caused overhead to increase based
upon direct labor hours allocated to the trade show.
Mr. Cheung directed the members to “FAE Labor
Costs and Overheads”, noting that the average
facility cost per event day was $1,386.
|
| 4)
FAE Pricing for Seminars and Conferences |
The
Trustees discussed increasing FAE registration fees
for seminars and conferences effective September 1,
2006. Registration fees should be brought in line with
escalating prices and prices charged by other state
societies. Ms. Kinsella entertained a motion to approve
the following membership pricing: Conferences held at
the FAE Conference Center and seminars-$300; Conferences
held at New York City Hotels-$350. Also, nonmember pricing
is to be $100 higher than member pricing. Mr. Maier
moved to approve the price adjustments as presented
and Ms. Cohen seconded the motion. Following discussion,
the motion passed unanimously.
|
5) FAE Policy on Selection of Conference Venue
Locations
|
Ms. Kinsella
explained that conference programs created by the Society’s
Committees with expected registration in excess of 125
were to be scheduled at New York City hotels. All events
with expected registrations under 125 were to be held
at the FAE Conference Center. It had been noted that
a number of programs in which there were less than 125
attendees that should have been held at FAE’s
location had been held at New York City hotels or university
clubs for a variety of reasons. This practice significantly
reduced gross profit. Ms. Kinsella noted a policy would
be circulated to the Trustees for approval following
the meeting, requiring conferences with fewer than 125
attendees to be held at the FAE Conference Center unless
specific prerequisites were met.
.
|
| 6)
Results of COAP Programs 2006 |
Mr.
Grumet reported that nine COAP programs ran successfully.
He noted that additional recruitment efforts and planning
should be made to enhance the COAP program. Upstate New
York and Queens are geographic areas that should be considered
to expand the program. Mr. Grumet acknowledged that various
chapters were very involved and committed to the program. |
| 7)
Scholarship Committee Report |
Ms.
Wightman discussed the history of the scholarship committee.
Ms. Wightman presented to the board a handout titled:
“NYSSCPA/FAE Scholarship Committee” outlining
the (1) Excellence in Accounting Scholarship Program and
(2) COAP Scholarship Program. During the ensuing discussion,
Ms. Wightman and the Trustees (by consensus) agreed that
the program should encompass the following:
- The application process should
be streamlined by the use of the internet
- Renewal of the Excellence in Accounting scholarship
would not be automatic. All recipients must reapply.
- Scholarships should be awarded to college students
in both community colleges and four-year colleges.
- The program should only be available to New
York State residents.
- There should be a minimum GPA requirement of
2.5 to qualify for the COAP college scholarship renewals.
- COAP Scholarship recipients will not be eligible
for the Excellence in Accounting Scholarship.
Ms.
Wightman discussed whether ambassadors should be members
of the NYSSCPA. By consensus, the board approved supporting
ambassadors although they are not members of the society.
Members discussed keeping the same system in place for
programs that are not participating in the ambassador
program. The $2,500 scholarship could potentially be
increased. Ambassadors should follow a structured guideline.
|
| 8)
Proposed Combination of FAE and NYSSCPA Benevolent Fund |
Mr. Woehlke discussed the
proposed merger of the NYSSCPA Benevolent Fund with FAE.
The Benevolent Fund currently had a net worth of approximately
$500,000. Under the proposal, following the merger, $100,000
would be restricted for historical benevolent fund purposes
and the remainder would be available for scholarships
in addition to the historical purposes.
Mr. Grumet discussed the history of
the Benevolent Fund and the non-use of the Benevolent
Fund assets, noting that following 9/11, only two people
had applied to the Benevolent Fund despite heightened
promotion of the availability of the funds. One Trustee
inquired if the money could be applied to NYSSCPA members
for CPE or other courses for members who could not afford
to pay for CPE due to extenuating circumstances. Another
Trustee inquired if the availability of the funds were
advertised. Mr. Grumet responded that years earlier
the Society’s website had been updated to advertise
the Benevolent Fund. Mr. Woehlke informed the Trustees
that no action is required regarding the merger at this
time. He said he would prepare the legal documents for
the merger and present them to the Trustees for their
review and approval.
|
| 9)
Status of FAE Curriculum Committee |
Mr.
Schmelkin reported on his outreach so far to selected
Society committees to obtain volunteers to serve on a
FAE Curriculum Committee. |
| 10)
FAE Board Meeting Dates 2006-07 |
Ms.
Kinsella announced the FAE Board Meeting Dates for 2006-07
Wednesday, September 20, 2006*
Tuesday, November 28, 2006
Thursday, December 21, 2006
Thursday, April 26, 2007.
A conference call was proposed to discuss
revisions to the 2007-08 Budget, as well as other FAE
items. Mr Jaffee moved formally to approve the meeting
dates. Ms. Cohen seconded the motion, which passed unanimously.
[*
- The September meeting was changed to September 21,
2006 during a special meeting held via conference call
on September 7, 2006.]
|
| 11)
Annual Banking Resolution |
Ms.
Kinsella noted that Mr. Woehlke had emailed the Trustees
a copy of the annual banking resolution and she entertained
a motion to introduce it. Mr. Jaffee moved the following
resolution, and Mr. Maier seconded:
RESOLVED, that the persons 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
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 signatories 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 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.
Following
discussion, the motion carried unanimously
|
| 12)
Other Matters |
Ms.
Kinsella discussed an amendment to the trade show marketing
agreement that would give Executive Publishing (the sales
company currently engaged by the Society to sell both
trade show space and CPA Journal advertising) the authority
to sell 2007 exhibit space at the July 17-18, 2006 show.
This agreement would extend Executive Publishing’s
appointment to include sales occurring during the term
of the agreement and related to trade shows occurring
after 2006. Mr. Maier moved to approve the amendment and
Mr. Jaffee seconded the motion. The motion passed unanimously. |
| 11)
Executive Session |
The
Trustees went into executive session. No resolutions resulted. |
12)
Adjournment
|
There being
no further business, the Trustees adjourned the meeting
at 4:10 p.m.
|
Respectfully submitted,
Elliot
L. Hendler
FAE Secretary
|
|
|
