Board of Directors Agenda Item

Consent Agenda Main Agenda

Agenda Item Number: 2

Title: Approval of Consent Agenda

Issue Statement

Approval of the Consent Agenda is requested.

Background

Consistent with the board’s efforts to preserve the limited time it has available in

meetings for items requiring action and for strategic level dialogue, reports and

administrative action items are assigned to the Consent Agenda. Items on the

Consent Agenda are approved in a single motion, as if considered in ordinary,

parliamentary order.

Attached are reports or administrative recommendations regarding:

Approval of Minutes: October 26, 2016 NSPE Board of Directors Meeting

Operating Policy: Treatment of NICET Operating Reserves

Directors have the right to ask for items to be removed from the Consent Agenda

and to be discussed and acted upon as a formal item as part of the Main Agenda.

Otherwise, a single motion may be used to approve the matters contained in a single

vote, by approving the Consent Agenda as a whole.

Nature of Action Required:

MOVED: That the NSPE Board of Directors approves the Consent Agenda.

Attachment(s):

2.1 Approval of Minutes: October 26, 2016 NSPE Board of Directors Meeting

2.2 Operating Policy: Treatment of NICET Operating Reserves

NSPE Vision: NSPE is a member-centric, nimble, future-focused and responsive organization, serving as

the recognized voice and advocate of licensed Professional Engineers.

NSPE Mission: NSPE, in partnership with the State Societies, is the organization of licensed Professional

Engineers (PEs) and Engineering Interns (EIs). NSPE, in partnership with the State Societies, serves as

the recognized and authoritative expert in licensure, ethics and professional practice; promotes licensure

and assists individuals in becoming licensed; and protects and enhances the value of licensure and the

opportunities for the licensed engineer.

* M I N U T E S *

NSPE Board of Directors Conference Call October 26, 2016

2016-17 NSPE BOARD OF DIRECTORS IN ATTENDANCE (unless noted)

President Kodi Jean Verhalen, P.E., F.NSPE, Esq.

President-elect Thomas C. Roberts, P.E., F.NSPE

Vice President Michael E. Aitken, PE, LEED AP, CxA

Immediate Past President Timothy R. Austin, P.E., F.NSPE

Treasurer Julia M. Harrod, P.E., F.NSPE

Director, Central Region Christopher S. Butler, P.E.

Director, North Central Region Gary Strack, P.E., SECB

Director, Northeast Region David M. D’Amico, P.E., F.NSPE

Director, Southeast Region Shannon D. Looney, P.E. (absent)

Director, Southwest Region David B. Conner, P.E., F.NSPE

Director, Western & Pacific Region Gregory O. Latreille, P.E.

Director, Interest Group James B. Harper, PE, F.NSPE

Director, Interest Group Carlos Gittens, P.E.

Director, Membership at Large J. Kevin Cooper, P.E., F.NSPE

Educational Foundation President Tricia H. Hatley, P.E., F.NSPE (absent)

SSEC President Trish Smith, CAE

Director, Young Engineer Erin M. Gates, P.E.

NICET Chairman Leanne H. Panduren, P.E., F.NSPE

Executive Director & Secretary Mark J. Golden, F.ASAE, CAE

Item 2.1 Attachment

10/26/16 NSPE Board of Directors Meeting Minutes – pg. 2

1. CALL TO ORDER/ROLL CALL. The meeting was called to order at noon. All voting NSPE Board members were present except Shannon D. Looney, P.E. and Teresa H. Hatley, P.E., F.NSPE (ex-officio). Also in attendance were NSPE staff members Arthur E. Schwartz, Michael A. Clark, CAE; Laura Tester Meyer, CPA, CGMA; Nancy R. Oswald; and Mary Ann Cannon.

2. CONSENT AGENDA (Attachment 2) 2.1 Approve Minutes – September 24, 2016 Board Meeting (Attachment 2.1) 2.2 Additions/Revisions to 2016-17 Committee Charges – It was agreed that

discussion of the October 15, 2016, NSPE Membership Report would be addressed under the NSPE President’s Report. (Attachment 2.2)

Professional Engineers in Higher Education (Attachment 1)

Professional Engineers in Government (Attachment 2)

Young Engineers Advisory Council (Attachment 3) 2.3 Honors and Awards Committee: Revisions to Award Applications and

Criteria (Attachment 2.3)

016-036 Following a brief discussion of the items on the Consent Agenda, it was moved and seconded to approve the Consent Agenda. CARRIED.

3. MAIN (ACTION) AGENDA

3.1 Executive Director Update – Golden reported on the addition of Leadership FAQs on the NSPE website (https://www.nspe.org/leadership-faqs) to assist NSPE leaders when responding to questions posed by NSPE state societies and members on key NSPE issues (e.g., Use of NSPE logo, NSPE core messages, the membership restructuring and integration process, the Future of the Profession Task Force, NICET, etc.); development of “News You Can Use” information product for states to use in preparing their state and chapter newsletters and other state and chapter communication channels; development of an audit of key state newsletter contacts to target this material towards; follow-up on NSPE customer service; creation of an NSPE staff inter-department task force; development of NSPE customer service standards; NSPE staff training on customer service; process for identifying customer complaints for follow-up; and successful cost reduction effort for NSPE medical benefits.

3.1.1 Recognition of Deferred Revenue (Attachment 3.1.1)

Golden reported on NSPE’s treatment of deferred revenues. The prior fiscal year ending June 30, 2016 had shown a significant deficit but with the revised treatment of deferred revenue, the prior year

10/26/16 NSPE Board of Directors Meeting Minutes – pg. 3

ending June 30, 2016 resulted in a significant surplus. Golden noted that this is an important step in NSPE’s accomplishing its business goals. Golden complimented the NSPE Treasurer and the NSPE Finance and Accounting Staff for its work in achieving this important result. Golden also reported on his participation at the ASCE Board of Directors Meeting and ASCE’s creation of a new task force to assess and recommend changes to the “Raise the Bar” initiative. Among the issues discussed by the ASCE Board included addressing the issue of whether requiring additional hours of formal education as a condition of licensure was an effective means in meeting competency needs; immediately ceasing any new regulatory or legislative efforts to require a masters’ degree, and recognition that its program should focus solely on civil engineering. Golden noted that in advance of the upcoming AAES meeting, NSPE will be meeting with ASCE, ABET, NCEES and ASEE, providing an opportunity to explore many of these issues. Golden also reported on recent discussions within ABET regarding Accreditation Criteria 3 and 5 and NSPE’s ABET involvement through Jon Nelson, Dennis Truax, Tom Roberts, and others. Golden will be participating in the upcoming ABET meeting in Baltimore, MD to provide support on behalf of NSPE. Golden also reported on very productive membership discussions by Study Group I regarding the integrated price point membership model and a growing recognition that membership is a responsibility at all levels. Golden reiterated that Study Group I’s work will feed into a second yet-appointed study group for further refinements. Golden reported on the October 2016 NSPE membership report that was distributed earlier in the week and which will be distributed on the 15th of each month. Verhalen and Golden noted that while the desire is to distribute a streamlined and consistent report that does not contain nonessential information, if there is additional membership information that might be useful, adjustments can be made by staff. It was noted that data on six-month free non-renewals would be useful.

10/26/16 NSPE Board of Directors Meeting Minutes – pg. 4

3.2 Liaison Reports 3.2.1 SSEC. Smith reported on the recent SSEC conference call which

included discussions on advocacy, state issues, proposed membership model, membership marketing, touch points, Fall membership campaign, NSPE logo, and other issues.

3.2.2 Regional Directors.

Western & Pacific Region Director Latreille reported regional discussions on the membership model, general support for the new logo with adoption in Nevada and California, and California’s interest in serving as a pilot state for the integrated membership model.

Southwest Region Director Conner reported regional discussions on rebranding support in view of the new logo, proposed membership model, development of a catalog on best practices on membership, and efforts to increase participation on calls.

North Central Region Director Strack reported on regional discussions on the logo, written summaries from states on membership model, and other issues.

Central Region Director Butler reported regional discussions on the new membership model and how it may interact with state only membership.

Northeast Region Director D’Amico apologized that he did not have a report but will have a report for the next meeting. D’Amico reported on the recent Future of the Professions Task Force conference call which was attended by all task force members and that FOTP TF assignments have been made to the sub task force groups in four areas.

In the Southeast Region Director Shannon Looney’s absence, Gittens reported on regional discussions on the new NSPE logo and South Carolina’s adoption of the new logo.

10/26/16 NSPE Board of Directors Meeting Minutes – pg. 5

4. OFFICER REPORTS 4.1 President – Verhalen reported on NSPE’s NHTSA autonomous guidelines

comment on October 24, 2016, the President’s Column in the current issue of PE magazine, upcoming leadership and AAES meetings, and other issues.

4.2 President-elect – Roberts reported that the theme for the 2017 PECON will

be “Focusing on the Future” and that Director Butler has been leading this effort.

4.3 Treasurer – Harrod reported that NSPE is at the tail end its annual audit.

Harrod noted that the NSPE Educational Foundation Board will have a conference call meeting later this week and that its audit should be completed by the end of January 2017.

4.4 Vice President – Aitkin reported on his upcoming participation in the

American Society of Plumbing Engineers meetings, upcoming participation in the AAES meeting, opportunities to partner with sister societies and vendors and potential cross-marketing opportunities.

4.5 Past President – Austin did not provide a report. Golden reminded the NSPE Board members that the next NSPE Board of Directors conference call will be on November 16, 2016, a week earlier than typical.

5. ADJOURNMENT. The meeting adjourned at 1:25 p.m.

11/1/16

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Board of Directors Agenda Item

☒ Consent Agenda ☐ Main Agenda

Agenda Item Number: 2.2 Title: GAAP Presentation of NICET Operating Reserves

Issue Statement

It is proposed that NSPE make it a standard operating procedure to transfer NICET

operating net assets from the just completed fiscal year-end into the reserve fund once the

NSPE board accepts and approves the annual audit for that year.

Background

As of June 30th, 2015 (the end of the 2015 fiscal year), NICET had cumulative Operating

Net Assets which totaled $473,030. On February 27th, 2016, the NSPE Board of Directors

approved a partial transfer of $200,000 to the NICET Reserve Fund, reducing the balance

to $273,030. At year end, NSPE’s FY16 audit will reflect a $478,762 balance in the NICET

Reserve Fund.

In a continuing effort to bring greater clarity and financial planning to the strategic process,

there would be many benefits to the development of a Standard Operating Procedure to

automatically transfer any positive NICET Operating Net Assets from the just completed

fiscal year-end into the NICET Reserve Fund once the NSPE board has accepted and

approved the audit. Conversely, any negative NICET Operating Net Assets at the end of a

fiscal-year would be offset by an equal transfer from the NICET Reserve Fund. Having all

of the cumulative net assets in one fund would provide clarity to both the NICET and NSPE

boards in evaluating the prior year’s actual financial performance and in planning current

and future operations.

The goal is for NICET to maintain a reserve fund at a level equal to 25% of its annual

projected income. NICET had a strong FY 2016 financially ending the year with $373,627

(pre-audit preliminary) in net assets. Added to the cumulative prior year Operating Net

Assets of $273,030, the tentative new balance would be $646,657.

Transferring the $646,657 (tentative pending final audit) into the Reserve Fund (current

balance $478,762) would provide one fund with a $1,125,419 balance. Upon NSPE board

approval of this motion, this annual transfer of Operating Net Assets would become routine

upon acceptance and approval of the audit. The transfer from NSPE’s Unrestricted Net

Assets to Temporarily Restricted Net Assets would be reflected and clearly noted in the

following year’s audited financial statements. This process would not change or reduce the

ability of the NICET Board to petition the NSPE Board to withdraw finds from the Reserve

Fund as needed for investment in operating or strategic purposes.

Item 2.2 Attachment

Page 2 of 2

Nature of Action Required:

Motion that NSPE establish a Standard Operation Procedure to routinely transfer all

positive NICET Operating Net Assets from the prior fiscal year into the NICET Reserve

Fund, or offset any negative NICET Operating Net Assets by an equal transfer from the

NICET, once the NSPE board accepts and approves annual year audit.

Attachment(s):