Board Meeting June 27, 2019 Final/Approved Minutes

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Board MeetingJune 27, 2019Final/Approved minutesThe Virginia Board of Accountancy met on Thursday, June 27, 2019, in Board Room #1 of the PerimeterCenter, 9960 Mayland Drive, Henrico, Virginia 23233.MEMBERS PRESENT:Susan Quaintance Ferguson, CPA, ChairD. Brian Carson, CPA, CGMA, Vice ChairW. Barclay Bradshaw, CPAWilliam R. Brown, CPAStephanie S. Saunders, CPAMEMBER PRESENTFOR A PORTION OFTHE MEETING:Matthew P. Bosher, Esq.MEMBER ABSENT:Laurie A. Warwick, CPALEGAL COUNSEL:Robert Drewry, Assistant Attorney General,Office of the Attorney GeneralSTAFF PRESENT:Nancy Glynn, CPA, Executive DirectorMary Charity, Deputy Director for OperationsRenai Reinholtz, Deputy Director for Finance and AdministrationAmanda E. M. Blount, Enforcement DirectorKelli Anderson, Communications ManagerPatti Hambright, CPE Coordinator and Administrative AssistantElizabeth Marcello, Information and Policy AdvisorMEMBERS OF THEPUBLIC PRESENT:Samuel A. Derieux, CPA, past VSCPA President and AICPA CouncilChairWalter Stosch, CPA, former SenatorJoe McNamara, CPA, current House of Delegates memberMaureen Dingus, CAE, Chief Operating Officer, Virginia Society ofCertified Public AccountantsEmily Walker, CAE, Vice President, Advocacy, Virginia Society ofCertified Public AccountantsLinda Newsom-McCurdy, CAE, Senior Director of Member Value,Virginia Society of Certified Public AccountantsAmy Mawyer, Vice President of Learning, Virginia Society ofCertified Public AccountantsPage 1 of 9

Board MeetingJune 27, 2019Final/Approved minutesCALL TO ORDERMs. Ferguson called the meeting to order at 10 a.m.SECURITY BRIEFINGMs. Hambright provided the emergency evacuation procedures.DETERMINATION OF QUORUMMs. Ferguson determined there was a quorum present.APPROVAL OF AGENDAUpon a motion by Mr. Bradshaw, and duly seconded, the members voted unanimously to approve the June27, 2019, agenda, as amended. The members voting “AYE” were Ms. Ferguson, Mr. Carson, Mr. Bosher,Mr. Bradshaw, Mr. Brown and Ms. Saunders.APPROVAL OF MINUTESUpon a motion by Ms. Saunders, and duly seconded, the members voted unanimously to approve the May21, 2019, Board meeting minutes, as amended. The members voting “AYE” were Ms. Ferguson, Mr.Carson, Mr. Bosher, Mr. Bradshaw, Mr. Brown and Ms. Saunders.PUBLIC COMMENT PERIODMs. Dingus provided an update for the recent VSCPA Board’s retreat. She noted a topic of discussionincluded CPA Evolution. She also noted the VSCPA Board supported embedding technology intotraining. She noted two task force had been created: Digital Learning and Diversity and Inclusion.Ms. Walker revisited the VSCPA’s views on the Board’s recent discussions regarding potential changesto the Active – CPE Exempt status. She noted the VSCPA believes the VBOA must ensure Virginia’sstatutes and regulations comply with the Uniform Accountancy Act (UAA).Mr. Derieux, Mr. Stosch and Mr. McNamara addressed the Board regarding their support in maintainingthe Active – CPE Exempt licensure status. They noted the CPA perception as powerful and reiteratedtheir support in maintaining the designation.Page 2 of 9

Board MeetingJune 27, 2019Final/Approved minutesMs. Walker noted the VBOA may require regulatory changes to support continuous testing for theUniform CPA Examination.NASBA COMMITTEE UPDATESNASBA Enforcement CommitteeMr. Brown led the discussion regarding the NASBA Enforcement Committee. He noted the Committee asan excellent tool for attorneys. He also noted that new Board members would benefit from attending theCommittee’s boot camp.NASBA Eastern Regional MeetingMs. Saunders led the discussion regarding the NASBA Eastern Regional Meeting. Ms. Ferguson, Ms.Saunders and Mr. Bradshaw attended the meeting from June 11-13, 2019, in Washington, D.C. Ms.Saunders noted topics of discussion included: Speaking with Generation ZThe Evolution of the CPA Profession: vision and guiding principlesUAA projectsPeer Review Model RulesThe CPAs responsibility for digital recordsMs. Saunders noted issues discussed during breakout sessions included: The Evolution of the CPA Profession: vision and guiding principles120 versus 150 semester hours required for licensureAdding an experience requirement to the license requirement of firms who issue attest reportsMs. Saunders and Ms. Ferguson attended the President/Chair breakfast, which included discussionsregarding the PEEC exposure draft for staff augmentation. Ms. Saunders is a member on the PEECCommittee.EXECUTIVE DIRECTOR’S REPORTGeneral UpdatesMs. Glynn presented the following general updates regarding the VBOA:Page 3 of 9

Board MeetingJune 27, 2019Final/Approved minutes Ms. Glynn introduced Elizabeth Marcello as the new VBOA Information and Policy Advisor. Herduties would also include FOIA and legislative officer for the VBOA.Ms. Glynn updated Board members with the number of outstanding license renewals for the June30, 2019, deadline. She noted a friendly “robo” call reminder was sent out to licensees and firmson Monday, June 24 and again today to all who had not yet renewed.Ms. Glynn provided an update to the NASBA CPE Audit Service.Ms. Glynn noted the APA Audit was nearing completion.Ms. Glynn noted the July issue of the VBOA newsletter was also nearing completion.Ms. Glynn noted the annual campus Board meeting would be held at VCU (VirginiaCommonwealth University) in November.May 2019 Board ReportMs. Charity presented and fielded questions regarding the May 2019 Board Report.May 2019 Financial ReportMs. Reinholtz presented and fielded questions regarding the May 2019 Financial Report.BOARD DISCUSSION TOPICSApproval of the upcoming VBOA Chair and Vice ChairUpon a motion by Ms. Saunders, and duly seconded, the members voted unanimously to nominate Mr.Carson for Board Chair and Ms. Warwick as Board Vice Chair effective July 1, 2019. The membersvoting “AYE” were Ms. Ferguson, Mr. Carson, Mr. Bosher, Mr. Bradshaw, Mr. Brown and Ms.Saunders.Changes to Active – CPE Exempt statusMs. Glynn led the discussion regarding the changes to the Active – CPE Exempt status. Ms. Glynnprovided numerous alternatives to the status. Ms. Walker and Mr. Stosch provided comments. Ms. Glynnprovided the current Active – CPE Exempt definition and an in-depth discussion ensued. The Boardagreed to revisit the topic on a later date.RECESS FOR LUNCH 12:10 p.m.RECONVENE 12:45 p.m.Page 4 of 9

Board MeetingJune 27, 2019Final/Approved minutesBOARD DISCUSSION TOPICS (continued)CPE survey and guidelinesMs. Glynn led the discussion regarding the CPE survey and guidelines and provided a sample survey forreview. After a thorough discussion, Board members provided suggested revisions to the survey.Virginia-Specific Ethics Course – 2020 and beyondMs. Saunders led the discussion regarding the Virginia-Specific Ethics Course. A broad scope of ethicscourse options were discussed. The Board agreed to revisit the topic on a later date.Legislation updatesMs. Glynn noted the need to discuss potential regulatory changes due to continuous testing of theUniform CPA Examination.Transition and Board LeadershipMr. Carson read a resolution into record recognizing June 27, 2019, as Susan Quaintance Ferguson,CPA recognition day. The Board members, Ms. Glynn and Ms. Walker recognized Ms. Ferguson for herleadership and commitment to the Board and to the profession.Carry over items/potential future topics Changes to Active – CPE Exempt statusVirginia-Specific Ethics Course – 2020 and beyondPublication of VBOA disciplinary actionsCPE survey and guidelinesTrust Fund Reserve PolicyRequired coursework for CPA examination/licensureSign Conflict of Interest formsSign Travel Expense vouchersFuture meeting dates August 22, 2019Page 5 of 9

Board MeetingJune 27, 2019Final/Approved minutes September 30, 2019November 2019 (Campus meeting)Begin closed meetingUpon a motion by Mr. Carson, and duly seconded, the members approved by unanimous vote the meetingbe recessed and the Virginia Board of Accountancy convene a closed meeting under the VirginiaFreedom of Information Act for the provision of legal counsel and to consult with legal counsel on issuesrelating to probable litigation, and/or consider the status of all open Enforcement Cases and cases listedon our agenda, a matter lawfully exempted from open meeting requirements under the ‘consulting withlegal counsel’ and ‘disciplinary proceedings’ exemptions contained in Virginia Code § 2.2-3711(A)(7)and (27). The following non-members will be in attendance for the closed meeting to reasonably aid inthe consideration of this topic: Nancy Glynn and Robert Drewry. The following non-member will be inattendance for a portion of the closed meeting to reasonably aid in the consideration of this topic: AmandaBlount.End closed meetingUpon a motion by Mr. Carson, and duly seconded, the Virginia Board of Accountancy has convened aclosed meeting on this date pursuant to an affirmative recorded vote and in accordance with theprovisions of the Virginia Freedom of Information Act; and WHEREAS, § 2.2-3712.A of the Code ofVirginia requires a certification by this Board that such closed meeting was conducted in conformity withVirginia law; NOW THEREFORE, BE IT RESOLVED, that the VBOA hereby certifies that, to the bestof each member’s knowledge, (i) only public business matters lawfully exempted from open meetingrequirements by Virginia laws were discussed in the closed meeting to which this certification resolutionapplies, and (ii) only such public business matters as were identified in the motion convening the closedmeeting were heard, discussed or considered by the VBOA.CALL FOR VOTE:Susan Quaintance Ferguson, CPA – AyeD. Brian Carson, CPA, CGMA – AyeMatthew P. Bosher, Esq. – AyeW. Barclay Bradshaw, CPA – AyeWilliam R. Brown, CPA – AyeStephanie S. Saunders, CPA – AyeVOTE:Ayes: Six (6)Page 6 of 9

Board MeetingJune 27, 2019Final/Approved minutesNays: NoneBegin closed meetingUpon a motion by Mr. Carson, and duly seconded, the members approved by unanimous vote the meetingbe recessed and the Virginia Board of Accountancy convene a closed meeting under the VirginiaFreedom of Information Act to discuss and consider a personnel matter relating to the Board ofAccountancy Staff, a matter lawfully exempted from open meeting requirements under the ‘personnelmatters’ exemption contained in Virginia Code § 2.2-3711(A)(1).” The following non-members will be inattendance for a portion of the closed meeting to reasonably aid in the consideration of this topic: NancyGlynn and Sherida Davis-Bryan.End closed meetingUpon a motion by Mr. Carson, and duly seconded, the Virginia Board of Accountancy has convened aclosed meeting on this date pursuant to an affirmative recorded vote and in accordance with theprovisions of the Virginia Freedom of Information Act; and WHEREAS, § 2.2-3712.A of the Code ofVirginia requires a certification by this Board that such closed meeting was conducted in conformity withVirginia law; NOW THEREFORE, BE IT RESOLVED, that the VBOA hereby certifies that, to the bestof each member’s knowledge, (i) only public business matters lawfully exempted from open meetingrequirements by Virginia laws were discussed in the closed meeting to which this certification resolutionapplies, and (ii) only such public business matters as were identified in the motion convening the closedmeeting were heard, discussed or considered by the VBOA.CALL FOR VOTE:Susan Quaintance Ferguson, CPA – AyeD. Brian Carson, CPA, CGMA – AyeW. Barclay Bradshaw, CPA – AyeWilliam R. Brown, CPA – AyeStephanie S. Saunders, CPA – AyeVOTE:Ayes: Five (5)Nays: NoneMr. Bosher left the meeting during the closed session.Page 7 of 9

Board MeetingJune 27, 2019Final/Approved minutesBegin closed meetingUpon a motion by Mr. Carson, and duly seconded, the members approved by unanimous vote the meetingbe recessed and the Virginia Board of Accountancy convene a closed meeting under the VirginiaFreedom of Information Act for the provision of legal counsel and to consult with legal counsel on issuesrelating to probable litigation, and/or consider the status of all open Enforcement Cases and cases listedon our agenda, a matter lawfully exempted from open meeting requirements under the ‘consulting withlegal counsel’ and ‘disciplinary proceedings’ exemptions contained in Virginia Code § 2.2-3711(A)(7)and (27). The following non-members will be in attendance for the closed meeting to reasonably aid inthe consideration of this topic: Nancy Glynn, Amanda Blount and Robert Drewry.End closed meetingUpon a motion by Mr. Carson, and duly seconded, the Virginia Board of Accountancy has convened aclosed meeting on this date pursuant to an affirmative recorded vote and in accordance with theprovisions of the Virginia Freedom of Information Act; and WHEREAS, § 2.2-3712.A of the Code ofVirginia requires a certification by this Board that such closed meeting was conducted in conformity withVirginia law; NOW THEREFORE, BE IT RESOLVED, that the VBOA hereby certifies that, to the bestof each member’s knowledge, (i) only public business matters lawfully exempted from open meetingrequirements by Virginia laws were discussed in the closed meeting to which this certification resolutionapplies, and (ii) only such public business matters as were identified in the motion convening the closedmeeting were heard, discussed or considered by the VBOA.CALL FOR VOTE:Susan Quaintance Ferguson, CPA – AyeD. Brian Carson, CPA, CGMA – AyeW. Barclay Bradshaw, CPA – AyeWilliam R. Brown, CPA – AyeStephanie S. Saunders, CPA – AyeVOTE:Ayes: Five (5)Nays: NoneADJOURNMENTThere being no further business before the VBOA, Ms. Ferguson adjourned the meeting at 4:10 p.m.Page 8 of 9

Board MeetingJune 27, 2019Final/Approved minutesAPPROVED:Susan Quaintance Ferguson, CPA, ChairCOPY TESTE:Nancy Glynn, CPA, Executive DirectorPage 9 of 9

Uniform CPA Examination. NASBA COMMITTEE UPDATES NASBA Enforcement Committee Mr. Brown led the discussion regarding the NASBA Enforcement Committee. He noted the Committee as an excellent tool for attorneys. He also noted that new Board members would benefit from attending the Committee’s boot camp. NASBA Eastern Regional Meeting

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