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|
Governance
| MINUTES
OF: |
Foundation
for Accounting Education, Inc. (Including
a joint meeting with the Executive Committee of the New York
State Society of Certified Public Accountants)
|
| DATE
OF MEETING: |
Wednesday,
September 14, 2005 |
| LOCATION: |
Society’s
Offices, 3 Park Avenue, 19th Floor |
| TIME
MEETING CONVENED: |
10:08
a.m. (joint meeting with NYSSCPA)
11:37 a.m. (FAE Trustees only)
|
| TIME
MEETING ADJOURNED: |
11:25 a.m. (joint meeting with NYSSCPA)
3:40 p.m. (FAE Trustees only)
|
| PRESIDING
OFFICER: |
Arthur
Bloom, President |
| MEMBERS
PRESENT: |
Gail
M. Kinsella, President-Elect
Peter K. Maier, Secretary
Scott J. Jaffee, Treasurer
Alan T. Frankel*
Elliot L. Hendler
D. Edward Martin
Jeffrey M. Rosenbaum*
Franco Strangis
Louis Grumet, Executive Director
|
| GUESTS: |
Ian J. Benjamin, CPA
Partner, Goldstein Golub Kessler LLP
Adam H. Reiss, CPA
Partner, Goldstein Golub Kessler LLP
Warren Ruppel, Chair
NYSSCPA Audit Committee
Cheryl Wellman, Chair
NYSSCPA Scholarship Committee
|
| STAFF
PRESENT: |
Joanne
Barry
Adam Cheung
Joyce Lewis
Ernest J. Markezin
William Pape
Alan Schmelkin
Paul L. Sinegal
James A. Woehlke
|
*Participated
by phone
Minutes
| 0)
Call to Order |
Following
a joint session with the Executive Committee of the
New York State Society of Certified Public Accountants’
(NYSSCPA) Board of Directors (item 2 below), the Trustees
reconvened separately at 11:37 a.m. President Bloom
called the meeting to order at that time by noting a
quorum was present
|
| 1)
Approval of Minutes of FAE Board of Trustees July 12,
2005, Meeting
|
Mr.
Bloom asked if there were any changes to the minutes
of the FAE Board of Trustees meeting held on July 12,
2005. Mr. Jaffee asked that the minutes be edited to
correct the spelling of his last name in several places
with two “e’s”, instead of one. Mr.
Hendler also noted that his first name, Elliot, should
be spelled with two “l’s” and one
“t”.
There
being no further corrections, President-elect Kinsella
moved to approve the minutes of the July 12, 2005, meeting
and Treasurer Jaffee seconded the motion. The motion
passed unanimously. |
|
2) Audited Financial Statements for year ended
May 31, 2005 |
The
FAE Trustees attended a joint meeting with the NYSSCPA
Executive Committee for a presentation by Goldstein
Golub Kessler LLP (GGK) of the draft audited financial
statements of NYSSCPA and consolidated entities for
the year ended May 31, 2005. The consolidated entities
included NYSSCPA, FAE and the Benevolent Fund, Inc.
At the conclusion of the joint meeting, the NYSSCPA
Executive Committee voted to recommend acceptance of
the audit to the full NYSSCPA Board of Directors.
After
the joint meeting, the Trustees convened separately.
President-elect Kinsella moved to accept the audited
financial statements as presented at the joint meeting.
Mr. Strangis seconded the motion. The motion passed
unanimously.
|
| 3)
Financial Matters |
a)
Financial Statements for 2-month period ended July 31,
2005
Mr.
Cheung reviewed the Financial Statements for the two-month
period ended July 31, 2005, noting that FAE was approximately
$65,000 ahead of budget. Mr. Cheung also pointed to
a $50,000 real estate tax escalation surcharge, stating
that a reclassification was not necessary at this time
because it would catch up as of January 1, 2006.
Mr.
Strangis expressed general concern over a number of
unfavorable variances in the financial statements. Mr.
Cheung responded that several annualized budget items
had been divided by twelve months in order to compare
them against actual monthly figures. He stated that
because of varying financial peaks throughout the year,
the budget and actual figures may show initially larger
variances which would even out as the year progressed.
Mr. Strangis responded that he did not recognize a similar
trend with respect to revenues, and suggested that this
be more fully explored going forward.
b)
Change in Check Signatories
President
Bloom noted that the Trustees had approved check signature
authority for the 2005-2006 fiscal year at its July
12, 2005, meeting; however, one of the signatories,
Robert Colson, had subsequently left his position of
employment with the NYSSCPA. Staff was therefore requesting
that FAE signature authority be amended to replace Mr.
Colson with NYSSCPA Committees Director, Ernest J. Markezin.
Treasurer Jaffee moved to approve the following resolution:
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.:
Arthur Bloom
Scott Jaffee
Gail M. Kinsella
Alan T. Frankel
Edward Martin
Louis Grumet
Alan Schmelkin
Joanne S. Barry
James A. Woehlke
Dennis M. O’Leary
Ernest J. Markezin
RESOLVED,
FURTHER, that this resolution supersedes only that
portion of the July 12, 2005, Board banking resolution,
which pertained to authorized signatories for FAE
accounts.
RESOLVED
FURTHER, that the officers are hereby authorized
and directed to sign and deliver any documents necessary
to carry out the intent of this resolution.
President-elect
Kinsella seconded the motion. The motion passed unanimously.
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| 4)
Recap of FAE Operations for 3 months ending August 31,
2005 |
a)
Operating Summary
President
Bloom asked Mr. Schmelkin to give a report on FAE Operations
for the period June 1 to August 31, 2005. Mr. Schmelkin
reported that FAE had realized $1.391 million in revenue
from FAE programs, as compared to $1.431 during the
same period in 2004. He stated that the $40,000 variance
was attributed to lower registrations and a higher cancellation
rate for industry programs. He reported that attendance
figures during this period for non-industry conferences
and seminars remained substantially similar to the prior
year, garnering 3,006 attendees versus 3,017 in 2004.
Mr.
Schmelkin then walked the Trustees through detailed
operating statistics of classes and attendance by major
program categories. Mr. Schmelkin also provided a three-year
comparative analysis of attendance contrasting FAE seminars,
AICPA-originated programs and those seminars obtained
from other CPE vendors. He noted that NYSSCPA members
appeared to be deselecting AICPA programs consistent
with the trend seen in last few years.
A
lengthy discussion ensued regarding FAE industry course
attendance as compared to national averages. Several
Trustees expressed concern that FAE had a disproportionately
higher number of cancellations and lower registrations
than the national averages. The Trustees discussed a
number of issues which might be responsible for the
disparity including occupational deadlines which conflict
with class scheduling, FAE industry course marketing,
the lack of employer reimbursement for continuing education
and professional fees, and the fact that CPE is not
yet mandated in New York State for industry CPAs. It
was also suggested that the Society Board approve adding
the purchase of self-study programs as an option on
membership dues statements, in order to promote employer
reimbursement for self-study CPE.
The
Trustees then discussed whether an outside consulting
firm should be engaged to perform an in-depth analysis
of industry course marketing and attendance issues.
The Trustees, however, agreed by consensus to first
allow staff to perform its own internal analysis for
later Trustee consumption. Mr. Strangis volunteered
to consult with Mr. Schmelkin and other staff members,
including the marketing department, during the development
of the internal report. He also agreed to join Mr. Bloom
and Mr. Jaffee to work on the FAE’s Curriculum
Committee.
b)
Cancellations
i. Review of Cancellation Policy
Mr.
Schmelkin provided an overview of FAE’s course
cancellation policy. He stated that several years
ago, the FAE Trustees and the NYSSCPA Board had both
agreed that cancellations of educational events must
be held to a minimum. He noted that a more specific
policy was developed whereby FAE must run a program,
even if it results in a financial loss, as long as
at least eight registrants have signed up at least
two weeks in advance of the course date. Otherwise,
the course could be cancelled. Mr. Schmelkin noted
that as a membership service, a number of exceptions
to this rule were often implemented due to the particular
timing of a specific event, its subject matter or
its location, especially toward the end of any CPE
season.
ii. Industry Seminars
1. Industry Oversight Committee
Mr.
Schmelkin stated that he and Monte Kaplan, Associate
Director of Education Services, would be meeting with
both the Industry Oversight and Chief Financial Officers
committees for feedback on and discussion of low attendance
numbers at industry courses.
2. CFO Committee
See above.
III. Audits of Employee Benefit Plans
The
Trustees duly noted a complaint that arose from the
cancellation of a course on Audits of Employee Benefits
Plans. The seminar was cancelled because it had only
four registrants and there were several other alternative
sites where the registrants could still attend that
class.
Mr.
Schmelkin referred to FAE’s cancellation policy
(above) and stated that the policy was followed in
this instance. Mr. Schmelkin also explained how low
attendance can adversely impact seminar dynamics,
detracts from educational value, and makes it much
more challenging for speakers and less enjoyable for
attendees. In the ensuing discussion, the Trustees
agreed by consensus that the cancellation of the Employee
Benefit Plans Audits seminar was appropriate.
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| 5)
Review of 2004-05 POP Program and Trustees’ action
for 2005-06 |
Mr.
Schmelkin provided an historical overview of the POP
(Pay One Price) program, noting that it was originally
started to allow deep discounts on registration fees
for NYSSCPA members and their respective firms when
registering for classes at least two weeks in advance.
By assuring a critical mass for a session and therefore
reducing cancellations, it also enabled speakers to
obtain lower transportation expenses. He stated that
the program had been modified in several respects over
the years due to program over-usage and a decline in
popularity; however, he noted that the POP program remained
a vital part of FAE course planning for a large number
of NYSSCPA members and firms.
Mr.
Schmelkin then referred Trustees to a survey (including
a summary of responses) which was conducted of both
current 2004-05 POP users and of those who had previously
purchased POP but did not participate in the current
year. Mr. Schmelkin stated that the survey responses
were helpful to staff in developing its recommendations
for the continuation of the POP program in 2005-2006.
The
Trustees then reviewed staff’s recommendations
for the continuation of the POP program in 2005-2006,
and a lengthy discussion ensued. After discussion, President-elect
Kinsella made the following motion:
RESOLVED,
that the FAE POP program be continued during the 2005-2006
program year as follows:
1)
Eliminate $50 surcharge on FAE Conference POP usage,
except for a $100 surcharge on certain “specialty
conferences” (i.e., the Investment Partnership
Conference), with appropriate exclusionary wording
to be developed by marketing staff;
2)
Eliminate printing and distribution of individual
and firm POP booklets, replaced by assigning a series
of coupon numbers to each POP purchase;
3)
Allow website registrations using assigned POP numbers;
4)
Modify current $295 Member Conference registration
prices to $275 for all 3 Park Avenue conferences,
and $295 for all hotel conferences.
Treasurer
Jaffee seconded the motion. The motion passed unanimously.
Mr. Martin did not participate in the vote.
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| 6)
Scholarship Program |
a)
Scholarship Committee Presentation (Cheryl Wellman)
President
Bloom introduced Cheryl Wellman, Chair of the Scholarship
Awards Committee. Ms. Wellman gave a presentation to
the Trustees on the Excellency in Accounting Scholarship
program, including a review of the existing structure
and of structural changes adopted by the FAE Trustees
in November 2004 which would be effective starting in
2006. Mr. Grumet added that the Trustees would be responsible
for planning towards this 2006 implementation date,
including appointing a new scholarship program oversight
committee.
Mss.
Wellman and Lewis, and Mr. Pape then addressed a number
of questions regarding current program administration
at the school level, criteria for selecting award recipients,
and the geographic spread of colleges and recipients.
On
behalf of the Scholarship Awards Committee, Ms. Wellman
asked the Trustees to approve the recommended 2005 scholarship
disbursements. She pointed out that the total requested
disbursements amounted to $65,750; however, the budgeted
allocation was $40,363. She explained that this allocation
was derived formulaically from annual contributions
made through the Society’s dues check-off boxes.
Because of the shortfall between the requested and allocated
amounts, Ms. Wellman noted that the awards committee
was requesting FAE authorization to fund the $25,387
shortfall from the scholarship fund corpus.
A
discussion ensued with respect to the scholarship fund.
Mr. Cheung noted that there was approximately $1.4 million
currently in the fund, and that it was managed by an
outside company Sanford Bernstein & Company. Mr.
Woehlke added that the NYSSCPA Investment Committee
oversees this relationship, but that the FAE Board of
Trustees was the appropriate body to approve fund disbursements.
Mr.
Cheung continued that the fund had earned $16,000 during
fiscal year 2005 after expenses, and that awards during
this time had exceeded fund earnings. He added, however,
that average annual fund contributions were $54,000,
and that the lower collected amount to date was due
in part to the late mailing of NYSSCPA membership dues
notices. It was noted that the late mailing was necessary
in order to allow time for the NYSSCPA Board to vote
on membership dues increases.
Treasurer
Jaffee then moved to approve the Scholarship Committee’s
total recommended scholarship disbursement of $65,750,
including $25,387 from the scholarship fund corpus.
President-elect Kinsella seconded the motion. The motion
passed unanimously.
Ms.
Wellman then stated that her committee had developed
a preliminary implementation outline and recommendations
for Trustees consideration of the 2006 scholarship structure.
The outline was included with the agenda materials,
and Ms. Wellman summarized it as follows:
1)
The creation of three $10,000 COAP scholarships per
year, paid out to each recipient at a rate of $2,000
per year for five years;
2)
The establishment of Excellency in Accounting Scholarship
criteria for qualified programs of study, and the
award of 65 scholarships per year at $2,500 each,
with one scholarship per college;
3)
The implementation of an Ambassador Program whereby
local NYSSCPA members would serve as representatives
to their respective colleges with qualified programs,
and act as a liaison between the college and awards
committee;
4)
The establishment of an annual scholarship award banquet
to recognize the awarded students and scholarship
contributors, in order to create a synergy between
the two groups;
5)
The establishment of a database of award recipients
in order to track their future career paths;
6)
The establishment of a fundraising committee to address
the increased rate of cash disbursements from the
scholarship fund to support the new structure; and
7)
The full implementation of the recommendations within
twelve months.
Ms.
Wellman encouraged the Trustees to form the fundraising
committee as soon as possible, to examine the scholarship
fund and its ability to support the recommended structure
in the future. She referred the Trustees to a preliminary
projection of cash flows and changes in fund balances,
which was prepared by her committee. A discussion ensued.
Mr.
Pape informed the Trustees that the investment firm,
Sanford Bernstein & Company, had prepared a report
several years ago with detailed recommendations for
scholarship fund perpetuity. He stated that he would
locate the report and distribute copies to the Trustees.
Mr.
Grumet suggested that every NYSSCPA chapter hold a “student
night” to get firms and students together. He
also recounted successful efforts by the New Jersey
State CPA Society to raise $1 million for scholarships,
due in large part to person-to-person fundraising. He
suggested that FAE’s scholarship fundraising committee
include outgoing members who would be comfortable and
willing to engage in similar person-to-person fundraising
efforts.
With
respect to the recommendation that the scholarship committee
itself determine what constitutes a qualified accountancy
program, it was noted that accountancy program requirements
had been changed. It was therefore suggested that the
committee defer to what the New York State Department
of Education deemed a qualified accountancy program
under the new requirements.
Treasurer
Jaffee moved to form a scholarship fundraising committee,
and President-elect Kinsella seconded the motion. The
motion passed unanimously. President Bloom stated that
he would be forming the committee in the coming weeks.
The
Trustees encouraged Ms. Wellman and the Scholarship
Committee to proceed with their work, and come back
to the Trustees at a later meeting with updated recommendations
based on the Trustees’ discussion of scholarship
criteria, cash disbursements and fundraising.
b) Approval of Scholarship Disbursements
See above.
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|
7) COAP |
Mr.
Pape provided an overview of 2005 Career Opportunities
in Accounting Programs, noting that the programs were
well received and attracted a record 213 students from
across the state. The programs were held at eight locations
including State University of New York (SUNY) Brockport
Campus (Rochester), Dutchess Community College (Mid-Hudson),
Westchester Community College (Westchester), Hofstra University
(Long Island), Le Moyne College (Syracuse), Pace University
(New York City), Long Island University (Brooklyn) and
Siena College (Albany). Mr. Pape announced that a new
program venue was being planned for 2006 at the SUNY Buffalo
campus. |
| 8)
Trade Show Vendor |
Ms.
Barry presented a summary of the RFP process conducted
by staff to identify and recommend an outside vendor(s)
to manage and market the 2006 CPA Business and Technology
Trade Show. She noted that 21 potential vendors were contacted,
and that four responded to the RFP including the incumbent,
Flagg Management, Inc. (“Flagg”).
Ms. Barry
then gave an overview of the relationship with Flagg
to date including the quality of the show production,
program content, attendees and the contractual arrangement.
She noted that staff was recommending an alternative
arrangement in which show planning and logistics would
be handled by a consultant, Lois D. Miller, while marketing,
advertising, and sponsorships would be handled by Executive
Communications, Inc., the Society’s advertising
agency. Ms. Barry noted that the arrangement would allow
the show’s CPE programs to be planned by FAE staff
under Alan Schmelkin’s direction, thus raising
program quality.
A
discussion ensued, during which it was noted that the
incumbent’s proposal contained no financial risk
to FAE, while the recommended proposal involved a level
of financial risk to FAE. Ms. Barry responded with a
brief summary of the risks and revenue anticipated from
the show, based on prior experiences. The Trustees agreed
by consensus to defer a vote on the recommended proposal
until a later time, subject to receiving a financial
risk analysis including projected costs and revenue.
Ms. Barry agreed to e-mail the report in advance of
the next meeting.
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| 9)
Combination of Benevolent Fund, Scholarship Fund and FAE |
Mr.
Woehlke reported that the New York State Charities Bureau
had approved the amendment of FAE’s corporate purpose,
which was the first step in a process to combine FAE with
the Benevolent Fund. |
| 10)
Appointment of Fundraising Chairs for COAP and Scholarship
Fund |
President
Bloom reported that he was in the process of considering
several persons for appointment to fundraising chairs
for COAP and the Scholarship Fund.
|
| 11)
Curriculum Committee |
Mr. Bloom noted that he and Messrs. Jaffee and Strangis
would be meeting with Messrs. Schmelkin and Kaplan in
October to further discuss specific curriculum issues.
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| 12)
Schedule of meetings for balance of 2005-2006
|
The
Trustees reviewed the schedule of meetings for the balance
of the 2005-2006 year as follows:
November 2, 2005 (Wednesday)
December 13, 2005 (Tuesday)
January 25, 2006 (Wednesday)
April 26, 2006 (Wednesday)
The
Trustees agreed by consensus that all meetings would
commence at 10:00 a.m. on these dates at 3 Park Avenue.
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| 13)
Adjournment |
There being no further business,
President-elect Kinsella moved to adjourn the meeting,
and Mr. Hendler seconded the motion. The meeting adjourned
at 3:40 p.m. |
Respectfully submitted,
Peter
K. Maier, Secretary |
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