MINUTES EXECUTIVE BOARD MEETING JANUARY 28, 2016 EL PASO CONVENTION CENTER EL PASO, TX

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1 EL PASO CONVENTION CENTER EL PASO, TX MEMBERS PRESENT: Allyson Baumeister, Chairman Kathy Kapka, Chairman-elect Mark Lee, Immediate Past Chairman Roxie Samaniego, Treasurer Jesse Dominguez, Treasurer-elect Mitch Perry, Secretary Christi Mondrik Jerry Spence Toni McBee Joyner Ryan Bartholomee Edie Cogdell Stephen Parker John Baines Ben Simiskey John M. Sharbaugh, CEO/Executive Director MEMBERS ABSENT: Randy Crews CHAPTER GUESTS Art Agulnek, Dallas Chapter President Bill Schneider, Dallas Chapter President-elect Meg Campbell, Dallas Chapter ED Julia Hayes, Southeast Texas Chapter President Joshua LeBlanc, Southeast Texas Chapter President-elect Stephanie King, Permian Basin Chapter Liaison Jeff Smith, Corpus Christi Chapter President Misty Mata, Corpus Christi Chapter President-elect Kelly Noe, East Texas Chapter President-elect Joshua Page, Victoria Chapter President SPECIAL GUEST Jim Oliver, Chairman-elect Nominee TSCPA STAFF PRESENT: Steve Phillips, CFO Bob Owen, Managing Director, Governmental Affairs Kim Newlin, Director, CPE

2 PAGE 2 TSCPA STAFF PRESENT, Cont d. Ali Allie, Executive Assistant Next Meeting: Joint / Executive Boards April 28-29, 2016; AICPA Offices New York City I. CALL TO ORDER, WELCOME AND INTRODUCTIONS Chairman Allyson Baumeister called the Executive Board (EB) meeting to order at 1:00 pm and welcomed EB members, chapter guests, special guest, Jim Oliver, Chairman-elect-elect, and TSCPA staff present at the meeting. Introductions were made. II. QUORUM CALL Mitch Perry, Secretary, declared a quorum present. III. CHAIRMAN S REPORT Approval of Consent Agenda. The Consent Agenda consisted of the following items: Minutes from the October 30-31,2015, EB meeting held in Fort Worth, TX; Disciplinary actions - Suspension from TSCPA membership of Andy S. Atalis, CPA and termination from TSCPA membership of Elizabeth B. Reeder and James E. Reese; Request for excused absence from the 2016 Midyear Board of Directors held January 29-30, in El Paso, TX for Lyn Kuciemba, CPA; Billy Atkinson, CPA; Kathy Ploch, CPA; Janae Chamblee, CPA; Charlotte Jungen, CPA; Gerrad Heep, CPA; Mike Dunlap, CPA; Trish Fritsche, CPA; Paul Vanek, CPA; Carol Collinsworth, CPA; Rosie Morris, CPA; Tony Ross, CPA; Kerry Lore, CPA; Jimmy Hudson, CPA; Terri Hornberger, CPA; Charles Fankhauser, CPA; Randy Crews, CPA; Gail Neely, CPA; Jeannette Smith, CPA; Susan Sample, CPA; Lei Testa, CPA; Alicia Pickens, CPA; Robin Christian, CPA; Jeannette Smith, CPA, Susan Sample, CPA, and Alicia Pickens, CPA. Approval of new Business & Industry Award in the Awards Policy in the Volunteer Policies and Procedures Manual; Proposed revisions to the Fort Worth Chapter Bylaws; and Probation of Robert McLean s TSCPA membership.

3 PAGE 3 An error was noted in the October 30-31, 2015, EB minutes. On page 6, the paragraph prior to the last motion on the page, in the middle of the paragraph in parentheses (6 th line), it should read, (2002). not (202). The following motion was made and seconded: Motion: To approve the Consent Agenda, as presented and amended. - Motion Approved Review of Action Item List. All action items from the October 30-31, 2015, EB meeting in Fort Worth, TX have been completed. Chapter Visits/Other Visits/Meetings/Future Meetings. Ms. Baumeister reported on some visits and presentations she made to date, which included the following: Southeast Texas Chapter visit 4/29/2015 Brazos Valley Chapter visit 5/4/2015 AICPA Spring meeting of Council -5/17/15 TSCPA Leadership Day 5/27/15 TSBPA Swearing-In ceremony - 5/30/15 TSCPA Annual Meeting 6/26/15 AICPA Ambassador training 7/27/15 San Angelo Chapter visit -9/22/15 AICPA Fall Meeting of Council 10/17/15 Victoria Chapter visit 11/3/15 Wichita Falls Chapter visit -11/17/15 Abilene Chapter visit -12/2/15 Rio Grande Valley Chapter visit 12/4/15 TSBPA Swearing-In ceremony 12/5/15 San Antonio Chapter visit 1/15/16 Houston Chapter visit 1/20/16 Fort Worth Chapter visit 1/21/16 Dallas Chapter visit 1/21/16 South Plains Chapter visit 1/26/16 Midyear Board Meeting Ms. Baumeister reviewed two important initiatives that would take place the next day at the Midyear Board of Directors Meeting:

4 PAGE 4 Resolution regarding the AICPA/Joint Venture with CIMA; and Draft proposal for non-cpa CGMA Affiliate Member category and, if approved by the Board of Directors, the proposed dues for that member category. These initiatives were discussed in detail and approved by the EB at its October 2015, meeting and now await BOD approval. IV. CHAIRMAN-ELECT REPORT Chairman-elect, Kathy Kapka reported on a very successful Executive Board Orientation meeting at the Dallas offices on December 16, 2015, with 100% EB participation. Her goals and meeting dates and sites were discussed for , among other topics. Ms. Kapka also reported on the AICPA CPA Exam Exposure Draft. The proposed CPA exam changes, which she presented at the last EB meeting, have been adopted and are now part of the exam. V. TREASURER S REPORT Review of December Financial Statements. Roxie Samaniego, Treasurer, reported on the financial statements for the seven months ending December 31, The Society had a net expense of ($398,107), as compared to a net expense the prior year of ($42,928). Some contributing factors to the variance include, but are not limited to, a substantial loss in investment income and an increase in expenses. The fund balance for the Society at December 31 was $3,625,565, or 61% of net operating expenses. The CPE Foundation had a net revenue of $87,391 as compared to a net revenue the prior year of $277,688. A substantial loss in investment income and revenue contributed to the variance. Indirect expenses and program expenses were less than the prior year. The fund balance for the CPE Foundation at December 31 was $1,736,747, or 57% of net operating expenses. Overview of Proposed Dues Increase to be Presented to the BOD. Jesse Dominguez, Treasurer-elect, used a power point presentation to

5 PAGE 5 review a proposal to be presented to the BOD on January 30, 2016, for a dues increase of $20 for Class AA members. He showed the TSCPA dues history from , projections for a significant net expense in and , a comparison of the dues for the large state CPA societies and other important statistics validating the need for a member dues increase. The following motion, which the EB approved at its October 2016, meeting, will be presented to the BOD on January 29: To increase Class AA member dues from $265 to $285. All other dues rates will remain the same. The increase will be effective for the fiscal year. Update on Insurance Trust Royalty to the Society. Steve Phillips, CFO, provided some background information about the responsibilities/duties of the TSCPA Insurance Trust. Mr. Phillips reported that since 1993, the TSCPA Insurance Trust (Trust) has been generating revenue from the TSCPA member list without a license agreement. In October 2015, an Insurance Trust Task Force recommended that the Trust pay TSCPA an amount equal to six (6) year s gross royalties, or $500,000, whichever is less, as compensation for back use of the mailing list and logo. If approved by the Insurance Trust Trustees and the TSCPA Executive Board, the intent was that the $500,000 would be paid by December 31, The Task Force also recommended that future insurance program royalties be paid directly to the Society. The Trustees would continue to manage the $1,500,000 fund balance and future excess premiums of approximately $250,000 annually. Mr. Phillips reported that subsequent to the October EB meeting the Society s attorneys advised against making the $500,000 payment, but approved directing future royalties to the Society providing the broker agreements were renegotiated. The new broker agreement with Pearl Insurance was executed effective January 1, 2016, and the agreement with Liberty Mutual should be completed in February. After both agreements are finalized, the Society will receive approximately $95,000 in annual royalties. VI. GOVERNMENTAL AFFAIRS REPORT Bob Owen, Managing Director, Governmental Affairs, reported on the following: There are no statewide or national elections to deal with at the current time. The TSCPA PAC Committee is meeting on

6 PAGE 6 January 29 to review the candidates for the local primaries and make recommendations to TSCPA chapters. Many incumbents have decided not to run for re-election at the expiration of their term possibly leaving unknown candidates who will run in the primaries. Most decisions on political contributions to these candidates will be made after the March 1, 2016 primary; The Income Tax Guide that we provide to Texas legislators was just issued as well as a revised Campaign Treasurer s Handbook; TSCPA applied for and received grants from CPA/SEA, a grant program funded by the Big 4 accounting firms. The grants are to develop a video to encourage young members to become interested in TSCPA s legislative program and to purchase software to be used by Key Persons and other members in reporting on visits with legislators; and Several CPAs and our lobbyist had a luncheon meeting with Comptroller Hegar where we delivered a PAC contribution. VII. CEO SEARCH COMMITTEE UPDATE Mark Lee, Chair of the CEO Search Committee to replace John Sharbaugh upon his retirement in 2017, gave an update on the committee s actions since his report at the last EB meeting. Mr. David Martin, the principal of Sterling Martin & Associates, the firm that was selected to conduct the search, developed an organization profile report and job description and presented them to the search committee. An advertisement with the position description will be posted online at the end of March 2016, and a report of top potential candidates will be identified in late August. In September, the committee will meet with Mr. Martin to organize the first round of interviews with final candidates. The plan is to have the chosen candidate begin serving in the new position on January 1, Mr. Martin will attend the April 2016 EB meeting in New York City to present an update. VIII. COORDINATING OFFICERS REPORTS Coordinating Officer reports were given by Jesse Dominguez for Membership; John Baines for Diversity and Inclusiveness; Jerry Spence for CPA Practice Issues; Edie Cogdell for Business and Industry; Christi Mondrik for Federal Tax Policy; Mitch Perry for Professional Ethics; Ben Simiskey for External Relations/Image Issues; Toni Joyner for CPE

7 PAGE 7 Advisory; Ryan Bartholomee for Young CPAs and Emerging Professionals; and Stephen Parker for Professional Standards. IX. APPROVAL OF EXTENSION OF STRATEGIC PLAN Ms. Kapka stated that this would be the year to launch a strategic planning renewal process which includes a strategic planning retreat that occurs every three years. Because of the retirement of CEO John Sharbaugh in January 2017, the Strategic Planning Committee wants to delay the process for one year so that Mr. Sharbaugh s successor will be privy to the Society s strategic planning process, be able to provide input and be part of a process that will render a great knowledge to him/her about the Society and its entities. Ms. Kapka made the following motion, which was seconded: Motion: To approve extending the current Strategic Plan one year to May 31, X. CEO/EXECUTIVE DIRECTOR REPORT - Motion Approved Mr. Sharbaugh reported on the following: Visited five chapters where he was a speaker for either CPE credit or PAC fund-raising efforts; Attended the Accountants Coalition meeting with the Big Four firm partners who created the coalition to become involved with legislative matters. We have a very good working relationship with them and receive great support including contributions to our PAC and funds for our legislative reception every other year; Spoke at SMU accounting class with Past Chairman, Jim Smith and will be speaking again in April; Work continues on the new TSCPA Web site. The design has been completed and the technical behind-the-scenes work is in place. The plan is to reveal the new Web site at the Annual Meeting in Galveston in June 2016, and going live immediately after the meeting; An upgrade to a more current version of the Net Forum management software (the operating system for TSCPA) is scheduled for next week. Everything will be shut down on Monday,

8 PAGE 8 February 1, and will be up and running on Tuesday, February 2; Peer Review issue The evolution of the issue began a few years ago with enhancing audit quality. The AICPA believes that some state CPA societies are not running/operating their peer review programs at the proper level. The AICPA will issue a white paper with a comment period running through the summer of The intent is to establish criteria for state CPA societies that involve volume and ensure that there is a full-time technical reviewer on staff when peer reviews are being conducted. Once the criteria are finalized, there will be a timeline for state CPA societies to meet. If the criteria are not met, then the state society must relinquish its peer review program to another state CPA society or the AICPA. Some smaller state CPA societies will most likely abandon their peer review programs due to the stringent oversight rules that will be in place over the next couple of years. XI. EXECUTIVE SESSION Chapter guests and TSCPA staff were excused from the meeting while the EB met in Executive Session. XII. ADJOURNMENT There being no further business, the meeting was adjourned at 5:00 pm. MOTIONS PASSED 1. Approval of the Consent Agenda, as presented and amended. 2. Approval to extend the Strategic Plan one year to May 31, Respectfully submitted, Ali Allie, Executive Assistant Date APPROVED BY: Mitchell G. Perry, Secretary Date

MINUTES EXECUTIVE BOARD MEETING NOVEMBER 9-10, 2018 THE MARSHALL HOUSE; SAVANNAH, GA

MINUTES EXECUTIVE BOARD MEETING NOVEMBER 9-10, 2018 THE MARSHALL HOUSE; SAVANNAH, GA 2018-19 EXECUTIVE BOARD MEETING NOVEMBER 9-10, 2018 2018-2019 MEMBERS PRESENT Stephen Parker, Chairman Lei Testa, Chairman-elect Jim Oliver, Immediate Past Chairman Ben Simiskey, Treasurer Billy Kelley,