I. LL TO ORDER MINUTES OF THE NATIONAL ASSOCIATION OF ENROLLED AGENTS BOARD OF DIRECTORS MEETING Saturday May 5, 2012 A. The regular meeting of the Board of Directors of the National Association of Enrolled Agents was called to order at 8:30 am on Saturday, May 5, 2012, at the L Enfant Plaza Hotel in Washington, DC. President Frank Degen, EA, USTCP presided as chair and Secretary/Treasurer R. Michael Reedy, EA was present. B. Lynn Jacobs, EA led the members in the Pledge of Allegiance. C. President Degen called for a moment of reflection after the Pledge of Allegiance. D. Roll Call Office Name Present/Absent President Frank Degen, EA, USTCP X President-Elect Betsey Buckingham, EA X Secretary/Treasurer R. Michael Reedy, EA X Immediate Past President Sherrill Trovato, EA, USTCP X Director James R. Adelman, EA X Director Deborah J. Cope, EA X Director Terry Durkin, EA X Director Audrey Griffin, EA X Director Victoria A. McGinn, EA, CPA X Director Lisa Miller, EA X Director Rich Rhodes, EA X Director David Shaw, EA X Director Craig C. Smith, EA, USTCP X Director Jack Wood, EA X Director Laurie Ziegler, EA X Secretary/Treasurer R. Michael Reedy, EA established a quorum. II. PRESIDENT S REMARKS President Degen welcomed all guests and appointed Ira Rosenberg as the timekeeper for the meeting. President Degen drew attention to the new strategic plan, highlighting the number one priority for the association promotion of enrolled agents. He urged all in attendance to read the EVP report detailing the numerous ways the EA credential has been promoted. President Degen recognized the past presidents in attendance: Judy Akin, EA and Sherrill Trovato, EA, USTCP. 1
President Degen introduced one item of new business. He stated the Board would deliberate on whether to allow NAEA or state affiliate paid staff to be nominated for the Outstanding Supporter of EAs Award. In closing, President Degen welcomed the newly elected members to the Board. He also appointed a 3-person task force to review whether NAEA should withdraw the charter of the Alaska affiliate. David Shaw, EA will be the chair. The task force will present its findings at the August 2012 Board Meeting. President Degen noted that the Board meeting would adhere to NAEA standing rules. III. APPROVAL OF THE AGENDA Motion 1. It was moved by President-Elect Buckingham, and seconded, to approve the meeting agenda. Passed. IV. SPECIAL ORDER OF BUSINESS A. Treasurer s Report President-Elect Buckingham, making a presentation as the outgoing secretary/treasurer, presented the variance report on the March 31, 2012 financial statements and projections for the year ending June 30, 2012. She noted that the net income before depreciation and unrealized gain/loss from investments is $16,063, yielding a favorable variance of $5,931 as compared to original budget of $10,132. She further noted that although the market has rebounded consistently over the last several months, an unrealized loss on investment of $3,957 year-to-date continues to adversely impact our net performance. Motion 2. It was moved by Director Miller, and seconded, to accept the treasurer s report as presented, subject to audit. Passed. B. APPROVAL OF THE 2012 2013 BUDGET Secretary/Treasurer R. Michael Reedy, EA and NAEA Director of Operations Bill Grutzkuhn presented the 2012 2013 budget. The new budget made provisions for radio and television spots, and increased funding for the GR Fly-In Day, NTPI DC, online member kits, and technology updates all of which are items tied to specific goal areas of the strategic plan. Motion 2a. It was moved by Secretary/Treasurer R. Michael Reedy, EA, and seconded, that the Board accept the budget for 2012 2013. Passed. C. ELECTION OF AT-LARGE MEMBER AND APPROVAL OF THE EXECUTIVE COMMITTEE President Degen opened a discussion on the election of the member-at-large for the Executive Committee per NAEA Bylaws Section 10.03. President Degen accepted the nomination of Directors Durkin, Miller, and Rhodes after they agreed to serve if elected. Director Shaw was nominated but declined service. The Board voted to have the election of the member-at-large by closed ballot. Fifteen ballots were passed out and fifteen ballots were received by Secretary/Treasurer Reedy. Terry Durkin, EA was elected to the Executive Committee as the member-at-large. Motion 3. It was moved by Director Ziegler, and seconded, that the Board approve the appointment of the Executive Committee as proposed, including the (elected) member-at-large, Director Durkin. Passed. 2
D. GOVERNANCE COMMITTEE REPORT President Degen opened the report by having Director Griffin and NAEA EVP Mike Nelson, E make the report to the Board. Two issues were reported upon: (1) Proposed appropriate language to the NAEA Policy & Procedure Manual in reference to the Schuldiner/Smollan Memorial Fund Advisory Board, and (2) Pursuant to a request at the November 2011 Board Meeting, review the order of nominee/candidate names on NAEA election ballots. The Board agreed to add the word Fund between Memorial and Advisory to the advisory board s name. Motion 4. It was moved by Director Wood, and seconded, that the Board add Section 8.5 to the NAEA Policy & Procedure Manual that states: 8.5 The Schuldiner/Smollan Memorial Fund Advisory Board is composed of three members with staggered terms of three years. The President will appoint (subject to Board approval) one member each year to serve on the Advisory Board. The Chair will be the member serving the third year of his/her term. Passed. A discussion followed regarding the order of names on the NAEA election ballots. The Board debated whether the names should be in random or alphabetical order. Motion 5. It was moved by Immediate Past President Trovato, and seconded, that NAEA adopt an alphabetical order on ballots. Passed: 12 in favor, 3 against. Next was the discussion by the Board on whether to list the nominees first in alphabetical order followed by any candidates or whether to list all nominees and candidates in alphabetical order. Motion 6. It was moved by Director Miller, and seconded, that Section 4.4.3 of the NAEA Policy & Procedure Manual be modified by adding, The names of all nominees for each position will be listed in alphabetical order followed by the names of all candidates for that same position listed in alphabetical order. Passed: 14 in favor, 1 against. Recess: President Degen called for a recess at 9:48 am. The meeting was called back to order at 10:04 am. E. Government Relations Committee Discussion Government Relations Chair Lonnie Gary, EA, USTCP and NAEA Sr. Director, Government Relations Bob Kerr presented the GR update. 1. The GRC responded to a request from IRS research division to participate in an interview designed to help the Service determine the cost of so-called math error notices (Sec. 6215 allows IRS to assess additional tax on a dozen-plus categories of return errors, many having nothing to do with math). 2. The GRC chair testified twice since the November Board meeting: in December 2011 before Commissioner Shulman at his Real Time Tax Administration kickoff meeting and in February before the IRS Oversight Board at its 2012 public meeting. 3. Several members of the GRC provided assistance to GAO auditors who were assessing IRS performance in promoting the Health Care Tax Credit for Small Employers. 4. The Committee provided advance comment to Representative McDermott on his proposal for economic hardship levy releases for businesses. NAEA Federal Legislative Counsel Jeffery Trinca provided an update on paid return preparer regulation, the commissioner s real-time filing proposal, EA Credential Protection Act, support of the IRS budget, and consumer protection regulation. 3
F. Bylaws Committee Report Bylaws Committee Chair Jackie Thomson, EA and NAEA EVP Mike Nelson, E presented the Bylaws Committee update. They presented, and the Board discussed, consideration of changing the NAEA Bylaws regarding the Nominating Committee and membership in the Association, recommending changes to Section 10.02 Nominating Committee and Section 3.02 Member. The change to Section 10.02 will require a vote of the membership at the August 2012 Annual Meeting. The Committee composed Pro & Con perspectives that were included in the May/June 2012 EA Journal for notice requirements. Motion 7. It was moved by President-Elect Buckingham, and seconded, that the Board recommend a do pass for the proposed bylaw change to Section 10.02 as proposed by the Bylaws Committee. Passed. Next was discussion on Sec. 3.02 Member of the NAEA Bylaws. Motion 8. It was moved by Director Ziegler, and seconded, that the Board recommend that Bylaws Section 3.02 be changed to read Membership in the Association is limited to those persons recognized by the United States Department of the Treasury, Internal Revenue Service as enrolled agents in good standing. Passed. Motion 9. It was moved by Director Cope, and seconded, that Board recommend a do pass on the changes to Section 3.02 of the bylaws, to be voted on at the time of the election of officers and directors. Passed. G. Audit Committee Report Audit Committee Chair Debbie Cope, EA, and NAEA Director of Finance & Operations Bill Grutzkuhn presented the Audit Committee report and discussed the requests for proposal from five firms who sought to be the Association s investment advisor. She reported that the committee, along with staff, has selected Sun Trust Investment Services, Inc. as NAEA s new investment advisor. Motion 10. Director Cope moved that the Board approve NAEA s investment portfolio be transferred to management under SunTrust Investment Services, Inc. Passed. H. November 2013 Board Meeting Location NAEA Director of Education Holli Jones and NAEA Deputy Director Sam Matlick, E presented their findings regarding the search for the November 2013 Board Meeting location. It was reported that a number of locations would meet NAEA s needs. Orlando, Florida was recommended to the Board as the best choice. Motion 11. It was moved by Director Ziegler, and seconded, that the Board adopt (accept) Orlando as the site of the November 2013 Board Meeting. Passed. I. Education Committee Report Education Committee Chair Cathy Clow, EA and NAEA Director of Meetings & Education Holli Jones presented the update for the Education Committee. Chair Clow acknowledged the many committees that make NAEA education a success. Holli Jones gave an update on all the work the Education Committee as well as its subcommittees (NTPI, SEE, and Tax Prep/Practice Management) have done over the last year and will continue to do in 2012 4
2013. As of May 5, 2012, there were 90 registrations for the National Conference in Las Vegas. V. APPROVAL OF THE CONSENT AGENDA Motion 12. It was moved by Director Rhodes, and seconded, that the Board approve the consent agenda as presented. Passed. VI. UNFINISHED BUSINESS There was no unfinished business to discuss. Recess: President Degen called for a recess at 11:35 am. The meeting was called back to order at 11:53 am. VII. NEW BUSINESS There was only one item under New Business. The Board discussed changing the eligibility requirements of the NAEA Outstanding Supporter Award so that neither NAEA staff nor state affiliate employees could be nominated for the award. It was noted that a number of past recipients were individuals who would otherwise be ineligible for the award given the proposed change to the eligibility requirements. Motion 13. It was moved by Director Shaw, and seconded, that Section 8.6 be added to the NAEA Policy & Procedure Manual to state: 8.6. Employees of NAEA or any state affiliate are ineligible to receive the NAEA Outstanding Supporter Award, to be effective immediately. Passed: 10 in favor, 4 against, and 1 abstention. 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 National Conference will be held August 5 7, 2012 in Las Vegas, NV. The NAEA Annual Meeting will be held Monday, August 6 in Las Vegas, Nevada. The NAEA Board and NAEA Education Foundation Meetings will be held August 8, 2012 in Las Vegas, Nevada. The fall meeting of the Board of Directors will be November 3, 2012 in Crystal City, Virginia. X. ADJOURNMENT The meeting was adjourned at 12:30 pm. Respectfully submitted, R. Michael Reedy, EA 2012 2013 NAEA Secretary/Treasurer 5
The following members and guests signed in as present at the NAEA Board Meeting on May 5, 2012. Judy Akin, EA Noel Allen, EA Gary Anspach, EA Mel Brodie, EA Kathy Brown, EA Lee T. Byrd, EA George Caesar, EA Jean R. Canoose, EA Catherine A. Clow, EA Frederick G. Davison, EA Raven Deerwater, EA Bernice W. Dicks, EA Michael A. Fiorito, EA, CPA Dennis Fontagneres, EA Lonnie Gary, EA, USTCP Jeff Gentner, EA Ana Magda Guillen, EA Robert Hartmann, EA Lynn Jacobs, EA Julius J. Janusz, EA Patricia Kappen, EA Elizabeth Keppel, EA Raymond J. LaLuna, EA Ed Laurenzo, EA Melissa Longmuir, EA OK LA AZ KY IN NC AZ OH NM OH IL NY FL NV LA CT MI CT RI WA Nancy Lyman, EA Winston Macon, EA Dale Martinson, EA Joyce Mohr, EA Bill Nemeth, EA Shantilal Patel, EA Susan Perreira, EA Alan Pinck, EA Ira Rosenberg, EA Donald Rosenberg, EA Steve Rue, EA Jeffrey Schneider, EA Andrew Stadler, EA Samantha Stewart, EA Judy M. Strauss, EA Jackie Thomson, EA Scarlet Vanyi, E Linda Ward, EA Bill Grutzkuhn Gigi Jarvis, E Holli Jones LaSara Kelley Bob Kerr Sam Matlick, E Margaret Mitchell VT VA MI MA GA MA NV OR NY VA FL IN PA NY CO 6