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

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1 EXECUTIVE BOARD MEETING NOVEMBER 9-10, MEMBERS PRESENT Stephen Parker, Chairman Lei Testa, Chairman-elect Jim Oliver, Immediate Past Chairman Ben Simiskey, Treasurer Billy Kelley, Treasurer-elect Bill Schneider, Secretary Edie Cogdell Tom DeGeorgio Jason Freeman Julia Hayes Michele Heyman Joshua LeBlanc Angela Ragan Susan Roberts Priscilla Soto Jodi Ann Ray, President/CEO GUESTS Kathy Kelly, Executive Director, Fort Worth Chapter Brandon Booker, President, Fort Worth Chapter TSCPA STAFF PRESENT Steve Phillips, Chief Financial Officer John Sharbaugh, Managing Director, Governmental Affairs Melinda Bentley, Director, Marketing & Communications Bryan Garza, Director, Membership & Community Holly McCauley, Manager, Governance and Executive Operations

2 PAGE 2 I. CALL TO ORDER Chairman Stephen Parker called the Executive Board (EB) meeting to order at 8:31am and welcomed everyone to Savannah. II. III. IV. QUORUM CALL Bill Schneider, Secretary, declared a quorum present. INTRODUCTIONS Mr. Parker welcomed guests and staff present and thanked them for their attendance. CONSENT AGENDA The Consent Agenda included the following items: Minutes from the August 9-10, 2018 EB Meeting; Minutes from the October 8, 2018 EB Conference Call; Termination from TSCPA membership for Pam K. Eaves, Kim L. Reynolds, Mark E. Steakly, and Diane D. Washington; Suspension from TSCPA membership for Csongor Bibza, Melvin M. Chadwick, Rene J. Dornier, John L. Ferguson, Kellie Filton-Kuykendall, Paula K. Hicks, Beth G. Linnehan, Thomas T. McEntire and Bryan L. Stroud; Approval of SurveyMonkey for election ballot Approval of proposed changes to the Policies & Procedures Manual Review of Action Item List August 9-10, 2018 EB Meeting The following motion was made by Lei Testa and seconded by Angela Ragan. The Executive Board approves the Consent Agenda as submitted: - Motion approved with none opposed. V. MEMBERSHIP INVESTMENT REVIEW Jodi Ann Ray, President & CEO and Bryan Garza, Director, Membership & Community, provided an update on the Membership Investment Review. TSCPA partnered with Avenue M Group to go through the membership review which included a member survey over the summer. Based on feedback from the survey and the options proposed by Avenue M Group, no significant changes to the membership structure are being recommended at this time.

3 PAGE 3 VI. TREASURER S REPORT Ben Simiskey, Treasurer, and Steve Phillips, TSCPA CFO, reported on the financial statements for the month ending September 30, The Society had a year-to-date net revenue of $32,381. The CPE Foundation ( Foundation ) had a year-to-date net expense of ($61,123). The combined Audit report is available on the TSCPA website. Mr. Simiskey presented the recommendation for the member dues. The Executive Board discussed the recommended changes and communication strategy to the chapters. Action on the proposal was delayed until Saturday, November 10. VII. GOVERNMENTAL AFFAIRS UPDATE John Sharbaugh, Managing Director, Governmental Affairs, reviewed the timeline and highlights of the TSCPA response letter to the Sunset Commission. The Commission will hold a hearing on November 14 at which time it will finalize its report and recommendation to the legislature. He shared the 2019 legislative strategy and agenda proposed by the Legislative Advisory Committee. The following motion was made by Susan Roberts and seconded by Lei Testa. The Executive Board approves the 2019 legislative agenda as proposed by the Legislative Advisory Committee. - Motion approved with none opposed. - Three positions on the Texas State Board of Public Accountancy (TSBPA) will be vacant when three CPA members terms expire January 31, In August the Executive Board approved the recommendation of four members for appointment to the TSBPA. In addition to those four, past chairman Jeff Gregg is being recommended for consideration. The following motion was made by Julia Hayes and seconded by Michele Heyman. The Executive Board approves the recommendation of Jeff Gregg for appointment to the TSBPA.

4 PAGE 4 - Motion passed with none opposed. TSCPA has asked TSBPA to consider adopting a CPE Reciprocity provision in their rules. The matter has been referred to the TSBPA CPE Committee. Mr. Sharbaugh provided an update on the election. The CPA-PAC was overall successful with their contributions - six house candidates that received contributions did not win their race. Mr. Sharbaugh provided a draft agenda for Advocacy Day 2019 which will be held on January 29, 2019 in Austin, TX. VIII. BRANDING IMPLEMENTATION REPORT & RECOMMENDATIONS Maddie Duhon and Dave Shaw with Arrow joined the meeting via conference call. Melinda Bentley, Director of Marketing & Communications presented an update on the work of the Branding Implementation Task Force and the recommendations from Arrow. Mr. Shaw presented the recommended logo and color palette from Arrow based on the work and feedback from the task force. The Executive Board discussed the logo and color recommendations presented. Additional discussion and approval will resume on Saturday, November 10. The meeting was recessed until Saturday, November 10. The meeting reconvened at 9:03am on Saturday, November 10. Tom DeGeorgio was not in attendance Saturday, November 10 IX. BRANDING IMPLEMENTATION DISCUSSION & APPROVAL The Executive Board shared their feedback and discussed the logo design and color concept presented the previous day. Staff will work with Arrow on additional color choices. The following recommendation was made by Jim Oliver and seconded by Joshua LeBlanc. The Executive Board approves the following recommendations: - Use of TXCPA for branding - Use of the star in the A in the logo design - The use of a color palette primary color for master and coordinating color options for chapters

5 PAGE 5 - Motion passes with none opposed X MEMBER DUES Clarification was provided on member categories and which entities are responsible for setting dues for each. The Executive Board discussed the proposed changes for the member dues. The following motion was made by Bill Schneider and seconded by Angela Ragan. The Executive Board believes that simplified and consistent member categories and dues structure would aid in the recruitment and retention of members, and recommends the following dues structure for to the Board of Directors: CPA member dues from the State shall remain at $295. CPA Retired and 40-year members - $90. Affiliate dues - $125 ($90 for the State and $35 for the Chapter) Student dues - $35. ($20 for the State and $15 for the Chapter) TSCPA will proactively communicate with chapters regarding the proposed changes. As we continue to refocus our membership efforts and value proposition for our key constituencies, the TSCPA Executive Board invites Chapters to consider having CPA member dues remain stable for In addition, the Executive Board invites Chapters to consider providing consistency in rates across the state for our retired CPA and 40-year members with a total annual cost of $125 - $90 for the state and $35 for the Chapter. - Motion passed with none opposed. XI. CHAPTER REVIEW TASK FORCE UPDATE Mr. Garza provided an update on the Chapter Review Task Force which is working to identify and implement pilot projects that will serve members and provide support and resources to chapters. Following a survey conducted in mid-september targeting chapter presidents, presidents-elect and executive directors/staff, the task force is working with TSCPA staff and other committees on projects that will help align Society and chapter resources and activities.

6 PAGE 6 TSCPA is in the process of creating partnership agreements that establish expectations and define responsibilities of TSCPA and local chapters. Over the past few months, several chapters have received a website refresh and are integrating their database with NetForum Enterprise, the software used by TSCPA. Additional projects are currently being reviewed and awaiting additional feedback from other committees such as the creation of a chapter leader portal to include a chapter performance dashboard, standard reports and best practice documents. XII. XIII. CHAIRMAN-ELECT REPORT Lei Testa, Chairman-elect noted the Executive Board Orientation will be held during the April 2019 Executive Board meeting. Details will be shared with those invited once confirmed. Ms. Testa shared updates on chapters she has visited and provided an overview from the October 2018 AICPA Council meeting. CHAIRMAN REPORT Mr. Parker provided an update on the Accredited in Business Valuation (ABV) credential change from AICPA. The AICPA Council voted to uphold their decision from May 2018 to open the ABV credential to other qualified professionals (non- CPAs). Mr. Parker reminded the Executive Board of the dates for the 2019 Advocacy Day and Midyear Board of Directors Meeting in Austin and provided updates on visits to chapters and other scheduled visits. XIV. CPE STRATEGY PRESENTATION Ms. Ray presented an update on the CPE Strategy for She reviewed the model, timeline and next steps. The Executive Board discussed the strategy and consideration was given to the financial impact. The following motion was made by Edie Cogdell and seconded by Lei Testa. The Executive Board approves the proposed CPE Strategy as presented. - Motion passed with none opposed. - XV. COORDINATING OFFICER REPORTS The following Coordinating Officer reports were made: Business and Industry: Priscilla Soto CPE Advisory Board: Lei Testa Diversity & Inclusion: Angela Ragan

7 PAGE 7 Federal Tax Policy: Jason Freeman Membership: Billy Kelley Nominations: Jim Oliver Professional Standards: Bill Schneider Relations with Educational Institutes: Edie Cogdell Young CPAs and Emerging Professionals: Joshua LeBlanc XVI. EXECUTIVE SESSION Current Executive Board members went into executive session at 12:00pm. XVII. ADJOURNMENT There being no further business, the meeting was adjourned at 12:30pm. MOTIONS PASSED 1. Approval of the Consent Agenda as submitted 2. Approval of the 2019 legislative agenda as proposed by the Legislative Advisory Committee. 3. Approval of the recommendation of Jeff Gregg for appointment to the TSBPA. 4. Approval of the following recommendations: - Use of TXCPA for branding - Use of the star in the A in the logo design - The use of a color palette primary color for master and coordinating color options for chapters 5. Approval of the following: The Executive Board believes that simplified and consistent member categories and dues structure would aid in the recruitment and retention of members, and recommends the following dues structure for to the Board of Directors: CPA member dues from the State shall remain at $295. CPA Retired and 40-year members - $90. Affiliate dues - $125 ($90 for the State and $35 for the Chapter) Student dues - $35. ($20 for the State and $15 for the Chapter) TSCPA will proactively communicate with chapters regarding the proposed changes.

8 PAGE 8 As we continue to refocus our membership efforts and value proposition for our key constituencies, the TSCPA Executive Board invites Chapters to consider having CPA member dues remain stable for In addition, the Executive Board invites Chapters to consider providing consistency in rates across the state for our retired CPA and 40-year members with a total annual cost of $125 - $90 for the state and $35 for the Chapter. 6. Approval of the proposed CPE Strategy as presented. Respectfully submitted, X Holly McCauley Manager, Governance & Executive Operations 11/16/2018 7:24:55 AM PST X Date Approved by: X Bill Schneider Secretary, TSCPA 11/16/2018 7:23:19 AM PST X Date