MINUTES OF THE NATIONAL ASSOCIATION OF ENROLLED AGENTS BOARD OF DIRECTORS Saturday, May 11, 2013

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1 I. LL TO ORDER MINUTES OF THE NATIONAL ASSOCIATION OF ENROLLED AGENTS BOARD OF DIRECTORS Saturday, May 11, 2013 A. The regular meeting of the Board of Directors of the National Association of Enrolled Agents was called to order at 8:05 am (EST) on Saturday, May 11, 2013 at the Crystal City Hyatt Regency in Arlington, VA. President Buckingham presided as chair and Secretary/Treasurer Miller was present. B. David Shaw, EA, led the members in the Pledge of Allegiance. President Buckingham called for a moment of silent reflection to remember Director Griffin in her recovery, those who have passed away, and our service men and women defending our freedoms. She then asked all Affiliate President's Exchange (APEX) attendees to rise and introduce themselves. C. Roll Call Office Name Present/Absent President Betsey Buckingham, EA X President-Elect Lonnie Gary, EA, USTCP X Secretary/Treasurer Lisa Miller, EA X Immediate Past President Frank Degen, EA, USTCP X Director Jim Adelman, EA X Director Timothy Dilworth, EA, CPA X Director Terry Durkin, EA X Director Audrey Griffin, EA X Director Nancy Lyman, EA X Director Victoria McGinn, EA, CPA X Director Richard M. Reedman, EA, USTCP X Director Rich Rhodes, EA X Director David Shaw, EA X Director Craig C. Smith, EA, USTCP X Director Laurie Ziegler, EA X Executive Vice President (EVP) Michael Nelson, E, Ex Officio X Secretary/Treasurer Miller established a quorum of directors in attendance.

2 II. PRESIDENT S REMARKS President Buckingham welcomed all guests and noted that the board meeting would adhere to NAEA standing rules. She appointed Debbie Cope, EA, as the timekeeper for the meeting. President Buckingham thanked and acknowledged many individuals attending the meeting and she recognized the past presidents in attendance: Judy Akin, EA; Frank Degen, EA, USTCP; Jim Hopkins, EA; Sandra Martin, EA; E. Ann Shroll, EA; and Sherrill Trovato, EA, USTCP. President Buckingham acknowledged Past President Jim Hopkins, EA for his dedication to NAEA and for leading the organization to move NAEA headquarters from California to DC, a decision made at the Annual Meeting in She presented him with a plaque as a token of appreciation. President Buckingham then turned the floor over to Immediate Past President Degen who thanked Debbie Cope, EA; Mickey Reedy, EA; David Shaw, EA; and Sherrill Trovato, EA, USTCP for their service on the board and presented each with a certificate of appreciation and a personalized NAEA pen. Jack Wood, EA was not present, but he was acknowledged and thanked for his service as well. Immediate Past President Degen turned the floor back over to President Buckingham. President Buckingham congratulated all Affiliate Challenge participants that won Affiliate Council awards at the installation dinner held the night before. The first place finishers were recognized as follows: Public Awareness Award: California Society of Enrolled Agents Government Relations Award: Colorado Society of Enrolled Agents Education Award: Minnesota Society of Enrolled Agents and Wisconsin Society of Enrolled Agents Membership Award: Louisiana Society of Enrolled Agents Governance: Minnesota Society of Enrolled Agents III. APPROVAL OF THE AGENDA The agenda was modified as follows: Item K. November 2014 Meeting Location under section IV. Special Order of Business was removed. The report for item C. Approval of Committee Chairs under section V. Approval of Consent Agenda was changed to rename the Building Task Force to Office Relocation Task Force. Item A. Ethics and Professional Conduct Committee Report under section VI. Unfinished Business was moved to follow agenda item H. Government Relations Update under section IV. Special Order of Business. Thus, the Ethics and Professional Conduct Committee Report became agenda item I and all subsequent agenda items under section VI. Unfinished Business were modified accordingly. Motion 1. It was moved by Secretary/Treasurer Miller, and seconded, to approve the agenda as modified. Passed.

3 IV. SPECIAL ORDER OF BUSINESS A. Board Vacancy Discussion President Buckingham explained that a one-year vacancy was created when Secretary/Treasurer Miller moved from a director s seat to an officer s seat. In accordance with Bylaw Section 7.06, President Buckingham encouraged discussion concerning the efficacy of filling the vacancy. Motion 2. It was moved by Immediate Past President Degen, and seconded, that pursuant to Bylaw Section 7.06, the board not select a member to serve the remaining term of the vacant board seat. Failed. 5 in favor, 8 against. President Buckingham asked board members for nominations to fill the vacancy. Three nominations were made as follows: Mike Fioritto, EA, CPA Wes Parker, EA David Shaw, EA An election was held by paper ballot. EVP Nelson and Secretary/Treasurer Miller served as tellers. David Shaw, EA, received the highest number of votes and was elected as a director to serve a one-year term during the governance year. President Buckingham installed him. B. Election of At-Large-Member to the Executive Committee In accordance with Bylaw Section 10.03, President Buckingham asked for nominations from the board for the election of the at-large-member to serve on the Executive Committee for the governance year. Three nominations were made as follows: Director Durkin Director Rhodes Director Ziegler Motion 3. It was moved by Director Adelman, and seconded, to close the nominations. Passed. An election was held by paper ballot. EVP Nelson and Secretary/Treasurer Miller served as tellers. By a majority vote, Director Durkin was elected to serve on the Executive Committee for the governance year. C. Approval of Executive Committee President Buckingham announced the members of the Executive Committee as follows: President Buckingham President-Elect Gary Secretary/Treasurer Miller Immediate Past President Degen Director Durkin (At-Large-Member)

4 Motion 4. It was moved by Director Ziegler, and seconded, to approve the Executive Committee as stated. Passed. D. Approval of Nominating Committee Members President Buckingham nominated the following members to serve on the Nominating Committee: Frank Degen, EA, USTCP (Chair) Connie Ferrell, EA Winston Macon, EA Sandra Martin, EA Joyce Mohr, EA Rich Rhodes, EA Janet Sienicki, EA Motion 5. It was moved by Director Durkin, and seconded, that the board approve the nominated members of the Nominating Committee for the governance year. Passed. E. Treasurer s Report Mickey Reedy, EA, as the outgoing Secretary/Treasurer, and Bill Grutzkuhn, NAEA Director of Finance and Operations presented the unaudited financial statements for the period ending March 31, 2013, including the variance report and year-end projections. Net income before depreciation and unrealized gain/loss from investments is $269,568, yielding a favorable variance of $151,406 as compared to the original budget of $118,162. Motion 6. It was moved by Secretary/Treasurer Miller, and seconded, to accept the Treasurer s report for the period ending March 31, 2013 as presented, subject to audit. Passed. Secretary/Treasurer Miller and Bill Grutzkuhn presented the proposed budget. The new budget makes provisions for public relations funding across the various departments (Government Relations (GR), Membership, etc.), the new National Conference meeting location, and technology updates all of which are connected to the specific goal areas of the current strategic plan. Secretary/Treasurer Miller noted that it is a balanced budget with a net income after depreciation of $1,463. Motion 7. It was moved by Secretary/Treasurer Miller, and seconded, that the budget for the governance year be approved as presented. Passed. F. Public Relations Strategic Initiatives Gigi Thompson Jarvis, E, NAEA Senior Director of Communications and Marketing presented the public relations strategic initiatives and distributed a NewsUSA Report. The board requested that Gigi ascertain the meaning of the NewsUSA rankings and report back to the board. President Buckingham thanked her for the report.

5 G. Schuldiner/Smollan Memorial Fund Advisory Board (SSMFAB) Report Director Durkin, outgoing chair of the SSMFAB, delivered a PowerPoint presentation on the Schuldiner/Smollan Leadership Academy (SSLA). She provided background on the SSLA, shared the program results, and highlighted future plans. She explained that each SSLA attendee selects a project to work on at the affiliate/chapter level. How well these various projects are implemented, provide a quantitative measurement to help the SSMFAB assess the success of the SSLA program. There are also qualitative criteria that the SSMFAB uses in making their assessments. Each year, the SSMFAB evaluates the SSLA program and, if appropriate, makes a recommendation to the board to fund a requested amount for the program from the Schuldiner/Smollan Memorial Fund. President Buckingham thanked Director Durkin for the report. H. Government Relations Update President-Elect Gary, outgoing chair of the GR Committee, Jeff Trinca, Federal Legislative Counsel, and Robert Kerr, NAEA Senior Director of Government Relations presented the GR report and explained that the key focal points for the governance year are as follows: Tax Reform Return Preparer Oversight EA Credential Act After the membership and board asked several questions, President Buckingham thanked them for their report. Recess: President Buckingham called for a recess at 9:58 am (EST). The meeting was called back to order at 10:19 am (EST). I. Ethics and Professional Conduct (E&PC) Committee Report Chair Jean Nelsen, EA, and EVP Nelson presented the E&PC Committee report. Chair Nelsen explained that due diligence has been done by researching the governance documents and recommended that the requirement of an additional two hours of Continuing Education (CE) pertaining to ethics be required annually for a period of three years for any member or associate that is found to have committed a violation of the E&PC guidelines. Motion 8. The committee moved that members found in violation of the Code of Ethics and Rules of Professional Conduct be required to complete an additional two hours of CE pertaining to ethics annually for a period of three years following the determination that a violation occurred. Passed. 9 in favor, 5 against. The Governance Committee will be tasked to revise the EP&C procedures to reflect this motion. J. Governance Committee Report Secretary/Treasurer Miller, outgoing chair of the Governance Committee, presented the report. The results of two member surveys were analyzed to identify strategies to increase E@lert readership. The results did not illuminate a compelling need to modify the current E@lert practices to grow readership.

6 With respect to the Policy and Procedure Manual, information regarding subcommittee chairs being members was added and minor housekeeping changes were made to correct formatting and numbering inconsistencies. With regard to participation in national elections, member feedback concerning NAEA's voting method is very strong. A review of voting patterns showed that over the past two years, only three paper ballots were requested. The committee recommended that paper ballots be discontinued. Motion 9. The committee moved to discontinue paper ballots for NAEA elections. Passed. K. Alaska Task Force Report Director Shaw, outgoing chair of the Alaska Task Force, presented the report. Although members value NAEA, volunteers to lead the affiliate could not be identified. Thus, continuing an Alaska affiliate is not viable. Motion 10. It was moved by Director Zeigler, and seconded, to withdraw the authorization to operate as an affiliate for the Alaska Society of Enrolled Agents. Passed. A notification will be sent to Alaska members explaining this decision, including an option to join any affiliate of their choice. L. Strategic Discussion President Buckingham explained that the strategic discussion will be part of regularly scheduled board meetings and will continue throughout the governance year. The discussions should lead to the identification of strategies that will advance the recognition of enrolled agents and enhance the growth of members. EVP Nelson introduced the board consultant, Marla Bobowick, who led the board and attending membership into a breakout session. After reminding the group of NAEA's mission, she posed the following questions for discussions framed around advancing the EA profession: Regarding NAEA's Mission and Message 1. Whose attention and recognition do you want? Why? 2. What message do you need to convey to that audience? Regarding NAEA's Strengths & Opportunities 3. What is NAEA's core competency or greatest strength? 4. Building on that strength, what new program, service, or product could NAEA introduce? The breakout groups presented their findings to the board and the summary sheets from each group were collected. The board consultant and the Planning Task Force will utilize the group's ideas to frame the strategic discussion for the August board meeting.

7 IV. APPROVAL OF CONSENT AGENDA Motion 11. It was moved by Director Lyman, and seconded, to approve the consent agenda as amended. Passed. VI. UNFINISHED BUSINESS There was no unfinished business to come before the board. VII. NEW BUSINESS There was no new business to come before the board. VIII. GOOD OF THE ORDER The meeting was recessed to the Good of the Order. Members of the audience provided remarks, and the meeting was reconvened to the business of the organization. IX. ANNOUNCEMENTS The following announcements were made: X. ADJOURNMENT August 4 6, National Conference; Cosmopolitan Hotel in Las Vegas, NV August 5, NAEA Annual Meeting; Las Vegas, NV August 7, Board of Directors and Education Foundation Meetings; Las Vegas, NV November 9, Board of Directors Meeting; Hilton Hotel in Orlando, FL The meeting adjourned at 1:00 pm (EST). Respectfully submitted, Lisa Miller, EA Secretary/Treasurer

8 The following members and guests signed in as present at the NAEA Board Meeting on May 11, Judy Akin, EA Catherine Bostock-Hudy, EA Jean Canoose, EA Wayne E. Cook, EA Deborah J. Cope, EA Raven Deerwater, EA, PhD Kirkwood Donavin, EA Michael A. Fioritto, EA, CPA Jeffrey R. Gentner, EA Ana Magda Guillen, EA Rose Hablitzel, EA Jim Hopkins, EA (Ret.) Joy Hudman, EA Lynn Jacobs, EA Julius J. Janusz, EA Patricia G. Jenkins, EA Jaswant S. Jessie, EA Patricia Kappen, EA Clarel A. Krpan, EA Ray LaLuna, EA Edward P. Laurenzo, EA Melissa Longmuir, EA Sandra M. Martin, EA Dale Martinson, EA Julianne Molek, EA Deborah Moniaci, EA Jean Nelsen, EA OK VT AZ MA TX OR OH NY FL MD TX LA CT NM IL CT RI WA NY MI WI OH Alan Pinck, EA Mickey Reedy, EA Donald Rosenberg, EA NY Keith A. Schmitz, EA TX Kenneth Shroll, EA FL E. Ann Shroll, EA FL Fran Simon, EA MO Andrew P. Stadler, EA IN Samantha Stewart, EA PA Christopher V. Thornton, EA NJ David W. Tolleth, EA NJ Sherrill Trovato, EA, USTCP Linda Ward, EA CO Karen Winters, EA SC Clarise E. Diggs Justin Edwards Maya English Jacqueline Gellner Bill Grutzkuhn Alyce Hamilton Holli Jones Kimbrough Robert Kerr Sam Matlick, E Marie Stravlo Gigi Thompson Jarvis, E

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