MINNESOTA ASSOCIATION OF PUBLIC ACCOUNTANTS SEVENTIETH ANNUAL MEETING

Monday, June 21, 2010 Arrowwood Resort, Alexandria, Minnesota

CALL TO ORDER/QUORUM DECLARED: President Ellen Stebbins called the 70th annual meeting of the Minnesota Association of Public Accountants (MAPA) to order on Monday, June 21, 2010, at 8:10 a.m. Secretary Debra Yerys was unable to attend the meeting. President Stebbins appointed Tim Robinson Acting Secretary for this meeting.

APPOINTMENT OF PARLIAMENTARIAN: President Stebbins appointed Tim Tibor to serve as Parliamentarian during the course of the 70th annual business meeting. The meeting will operate under Robert’s Rules of Order Revised.

AGENDA: President Stebbins reported since there was not yet a quorum in the room the agenda would be changed somewhat by having items that required a motion deferred until the quorum is present. Otherwise the meeting will follow the order of business as set out in the reports of the 70th Annual Convention book that was distributed prior to the meeting. She noted there may be some handouts in addition to the materials printed in the book. There were no other changes or additions to the agenda.

President Stebbins thanked the Convention Committee for its work in the organization of the 70th Annual Convention.

OFFICER’S REPORTS:

PRESIDENT’S REPORT: President Stebbins welcomed members to the 70th annual meeting. She referred to her written report in the convention book and to the other officers’ reports. She thanked the committee, board members, committee chairs and staff for the work that they had done during her term as president. She thanked Executive Director John Arlandson for his help and support and welcomed Eric Ewald as the incoming Executive Director. She noted that there are many changes happening in accounting and it is very important for the leadership of MAPA to focus on meeting the needs of the members during this time of change. She congratulated the new incoming officers and directors who will have the opportunity to lead the organization and meet the present and future challenges.

EXECUTIVE DIRECTOR REPORT: John Arlandson briefly summarized his written report. He noted that this would be his last convention report since he is retiring at the end of 2010. He thanked President Stebbins and the board, committee chairs, and all those members present at the convention for their work and support during the many years he has served as Executive Director. He noted that the past year has been one of change and transition with some new staff people and the death of Rachel Filbeck, a long time MAPA database staff person. He also noted that Eric Ewald will be his successor as Executive Director and he has been working with him on becoming familiar with MAPA leadership, issues and procedures. He noted that the success of any organization is its ability to adjust to change and to inspire the leadership to meet the challenges that come with change. He is confident that MAPA will meet the challenge. He thanked the past MAPA Board members, officers and committee chairs for the contributions they made to the organization and his personal growth. Finally, he acknowledged the OEI employees –Viva Thistlethwaite, Sherry Arlandson, Rachel Filbeck, Donnel Eggert, Bonnie Young and Ivy Arlandson – who over the years worked behind the scenes to meet deadlines for mailings, meetings, seminars, word processing, membership databases, telephone inquiries, membership directory, tax newsletters, MAPAN, website maintenance and convention preparations.

NSA STATE DIRECTOR’S REPORT: 1 Debra Stapek introduced MAPA Past President Steve Hanson who is also Secretary/Treasurer of NSA and Eric Hansen, NSA District VII Governor who was a guest at the convention. He and Steve would speak later on the activities and issues at NSA. Deb noted that Steve Hanson’s term is up and he is a candidate for re-election at the NSA Convention in Arlington, Virginia in August. Deb referred to her written report. She reported that the 2011 NSA Convention will be in Alaska and the 2012 Convention will be in Hawaii. First Vice President Lindsay Nelson attended the NSA Legislative and Leadership Networking Conference in Baltimore, Maryland on October 22-25, 2009. The 2010 Leadership Conference will be held in Oklahoma City, OK on September 23-26, 2010. She recommends the Conference for other MAPA officers also. Darrel Terning and Kristi Seifert will attend the 2010 Conference.

Deb thanked all the members, officers and board members for their support of NSA during her tenure as NSA State Director. She noted that Tim Tibor will be running for election at the NSA Convention.

Acting Secretary Tim Robinson reported that a quorum was present at this time.

BE IT RESOLVED that the Minnesota Association of Public Accountants (MAPA) endorses NSA Secretary/Treasurer Steve Hanson for re-election to the position of Secretary/Treasurer. The motion was made by Rob Saunders, seconded by Virginia Bruns and approved.

BE IT RESOLVED that the Minnesota Association of Public Accountants endorses the appointment of Tim Tibor as NSA State Director for Minnesota. The motion was made by Virginia Bruns, seconded by Rick Gwizdala and approved.

APPROVAL OF MINUTES OF 69TH ANNUAL MEETING: BE IT RESOLVED that the minutes of the 69th annual meeting held at the Arrowwood Resort, Alexandria, Minnesota on Monday, June 22, 2009 be approved. The motion was made by Rob Saunders, seconded by Kurt Juergensen and approved.

TREASURER’S REPORT: Treasurer Darrel Terning distributed a copy of the financial statements for April 30, 2010 and 2009. He noted that the year ended April 30, 2010 there was a net loss of ($ 9,711). There was a small decline in membership dues of $6,000 and a large decline of $43,000 in seminar income. Seminar income has started stronger in 2010 but it is too early to see if it will continue. MAPAN expenses were down but this expense was transferred to the Executive Director expenses. The 2010 budget has made cuts including the cost of an annual audit. Upon a motion made by Al Maves, seconded by Tim Tibor and carried, the members accepted the Treasurer’s Report

MAPAN COMMITTEE ANNUAL REPORT: MAPAN editor Mary Scott was not able to be present. Ellen referred to her written report. She thanked the contributors to the MAPAN in 2009 and noted that this is her final year in serving as editor. She thanked the members, board and staff for their support.

REGIONAL ANNUAL REPORTS:

REGION 6 – Director Matt Dahl referred to his written report. He had nothing to add to the report.

Region 7 - Director Heidi Baublitz was not able to be present but submitted a written report.

ANNUAL COMMITTEE REPORTS:

BYLAWS: Mark Nicholson referred to his written report. Article XII of the MAPA bylaws states that amendments to the bylaws may be proposed by any member and must be submitted to the Secretary in writing by May 1. The publication of these proposals in May allows all members to be aware of the proposed changes before the convention, to enable them to attend and voice their opinion. The changes submitted for 2 approval at the 2010 convention are as follows (Language deleted is indicated with a line through it. Language added is indicated by underlining.):

Mark Nicholson moved to approve the proposed amendment to the bylaws as follows:

Article 1. Section 6 SECTION 6. VOTING Only full members in good standing, as defined in Article X, shall be entitled to vote at any regular or special meeting. as defined in Article X.

The motion was seconded by Rick Gwizdala and approved.

Mark Nicholson moved to approve the proposed amendment to the bylaws as follows:

Article 1 Section 8 SECTION 8. ELECTION OF DIRECTORS AND DESIGNATION OF REGIONS The state shall be divided into regions according to the attached appendix.

Each of the designated regions is required to hold an annual meeting between the dates of May 10th and May 31st of each year. The Region Directors of the Association shall notify the Secretary, or the Secretary’s designee of the Annual Region Meetings. Ten days prior to the meeting, the Association Secretary, or the Secretary’s designee shall notify members in good standing as of April 30th, in writing, of the time and place of their Region Meeting.

The purpose of the meeting shall be to elect, a Region Director, if his or her term shall expire, by majority vote of the members present at the meeting, to make recommendations to the Region Director of any business which should be transacted at the annual meeting, and to transact any other business for the good and welfare of the region or the Association.

In addition to the Region Directors from the seven regions, there shall be one Director-at-Large to represent the state. This director shall be elected at the annual meeting and shall be limited to two consecutive terms.

All District Directors will cease to be members of the Board of Directors effective at the annual meeting of the Association in June 2004. All regions shall elect Directors at meetings to be held in the regions in May 2004 and the Director-at-Large shall first be elected at the 2004 annual meeting.

Effective May 1, 2005, the even numbered regions shall each elect their Director in the even numbered years and the odd numbered regions shall each elect their Director in the odd numbered years. The Director-at-Large shall be elected in the even numbered years.

No member may hold office of Region Director for more than two consecutive terms, with two exceptions. He or she may have previously been appointed to fill the unexpired term of the Region Director immediately preceding his or her own full elected term of office. Since the initial Region Directors from the odd-numbered regions will have been elected for a one-year term, those Directors would be eligible to serve the initial one-year term and two succeeding two-year consecutive terms. However, no Director will be eligible to serve more than five consecutive years, including service as a District Director. The Region Directors shall be members of the Board of Directors. All Directors must be full or associate members of the Association.

ARTICLE II. MEMBERSHIP

Article ll. Section 2 SECTION 2. ASSOCIATE MEMBERS Persons having an interest in accountancy as a student, teacher, or an owner or employee engaged in public, private, or governmental accounting work, may be admitted as Associate Members. They may have all rights and privileges of a full member, except the rights to vote and hold office. Associate members have all the rights and privileges of full members and may serve on the Board of Directors, if

3 they are in public accounting, but may not vote or serve as an officer. Associate members must abide by the Code of Professional Conduct of the Minnesota State Board of Accountancy.

No individual who would qualify as a full member under Section 1 of Article II may hold an associate membership in the organization.

ARTICLE III. BOARD OF DIRECTORS AND OFFICERS

Article lll. Section 3 SECTION 3. QUALIFICATIONS No person shall be eligible as an officer and/or a Director who is not at all times a member in good standing and no person shall be a Director who is not at all times a full or associate member in good standing.

The motion was seconded by Kristi Seifert and approved.

Mark Nicholson moved to approve the proposed amendment to the bylaws as follows:

Article III. BOARD OF DIRECTORS AND OFFICERS SECTION 3. QUALIFICATIONS No person shall be eligible as an officer and/or a voting Director who has not fulfilled the membership requirements as stated in Article II, Section 1 regarding continuing professional education and quality review.

The motion was seconded by Rob Saunders and approved.

Mark Nicholson moved to approve the proposed amendment to the bylaws as follows:

Article 1. Section 7 SECTION 7. QUORUM Add the following sentence at the end -. A simple majority of the Board of Directors shall constitute a quorum at any meeting of the Board.

The motion was seconded by Lindsay Nelson and approved.

Mark Nicholson moved to approve the proposed amendment to the bylaws as follows:

Article 1. Section 7 SECTION 7. QUORUM At least twenty-five members of the total membership shall be necessary to constitute a quorum at a meeting. A majority of those present shall decide any questions brought before a meeting. A simple majority of the members registered at any regular or special meeting shall constitute a quorum for the transaction of business at that meeting. An affirmative vote of a simple majority of those members registered and in attendance at any regular or special meeting shall be required for the adoption of any action of the membership, except for the election of a Director at-large, which shall follow the same procedures found in Article lll., Section 10, for electing officers.

The motion was seconded by Lindsay Nelson. A discussion followed. Mark stated his concerns that this language would allow a very small number of members to amend the bylaws. He suggested that having members attending a seminar voting on bylaws would provide a larger attendance. Jini Bruns suggested that members would not attend a business meeting after an all day seminar. The motion was approved.

EDUCATION: Debra Yerys was not present but did submit a written report.

ETHICS: John Iacono was not present but did submit a written report. 4 LAWFUL GAMBLING: Bernard Klein was not present but did submit a written report. Jini Bruns noted that the Lawful Gambling seminar will not be presented in 2010. Due to legislative changes which increased the threshold of gambling revenue which requires an audit, fewer firms are conducting gambling audits. The Minnesota Society of CPAs also presents an annual seminar and it is not necessary for MAPA to present a similar program.

STATE BOARD LIAISON/LEGISLATIVE: Chair Kurt Juergensen referred to his written report. He reported that he and John Arlandson had attended State Board meetings during the year and submitted monitoring reports to NSA. The State Board supported a bill that cleaned up old language in statutes referring to LPAs. The bill passed but had no impact on MAPA members.

Legislative – Kurt noted that there were no bills this session to expand the state sales tax on services of accountants, lawyers and tax preparers. Tax bills were monitored also. New items of interest include the IRS regulation of tax preparers. Information on the requirements and procedures will be monitored and information provided to MAPA members.

Kurt thanked John Arlandson and Becca Pryse for their assistance in monitoring legislation and reporting assistance with the State Board and NSA.

MEMBERSHIP/PUBLIC RELATIONS: Co-Chairs Lindsay Nelson and Kristi Seifert referred to their written report. Kristi reported on the activities conducted on a new membership drive in 2009. Some of those included: “Member get a Member” initiative providing a 25% discount on a seminar to members referring new members; a 5% discount on seminars for members registering and paying for any 3 seminars; producing an updated membership brochure with testimonials. The committee is looking at new opportunities for recruiting tax preparers who will need to meet new IRS CPE requirements.

NOMINATING: Chair Kurt Juergensen referred to his written report. He reported that the committee nominates the following people as the new MAPA officers:

ELECTION OF OFFICERS:

BE IT RESOLVED that for the office of President, Lindsay Nelson; office of First Vice President, Kristi Seifert; office of Second Vice President, Darrel Terning; office of Treasurer, Matthew Dahl; be nominated and elected by unanimous vote. Kurt asked if there were any nominations from the floor. There being none, he moved to elect the slate of nominees by a unanimous vote. The motion was seconded by Tim Tibor and approved by unanimous vote.

Kurt noted that Jacen Gondringer is the new Director from Region VI and Erin Nebben will serve as the new MAPAN Editor. He congratulated all the new officers and Directors.

CONVENTION: Chair Virginia Bruns reported that the 69th convention went well. She noted that the scholarship walk fundraiser was replaced with a silent auction and $3000 was raised. The 70th convention also has prizes donated for a silent auction. One of the winners of the 2010 student scholarship attended the convention on Sunday night and received her check.

SEMINAR: Chair Virginia Bruns referred to her written report. She reported that MAPA presented 16 seminars during the past fiscal year. The “Serving Aging America”, 3 part seminar was repeated again in 2009. The new Form 990 seminar with Eve Borenstein was well received as was the new Gear Up Mid-Year tax seminar. Another new seminar on Minnesota estate taxes will be presented this year. The Lawful Gambling seminar will not be presented this year. She thanked the committee members and MAPA staff who have provided the assistance during the year.

QUALITY REVIEW: 5 Chair Carol Sailer was not present but did submit a written report. Committee member Mark Hemerick provided a brief report. He noted that the new AICPA standards were effective in 2009. The new standards include a lot of changes for the peer review process. The committee sponsored a Quality Review seminar on the new standards in May 2009. Technical Reviewer Gerry Stifter also worked on amending the MAPA QR Manual. The committee is looking for qualified members to serve on the committee.

STRATEGIC PLANNING: Chair Alan Maves referred members to his written report. He noted that the Board held a planning retreat September 29 & 30, 2009. The meeting focused on four major topics: Seminars, Membership. Leadership Development and Budget items. Twelve different detailed goals were developed with ten of the goals substantially completed by December 2009. The committee is meeting again in September 2010 to review and update goals and objectives.

STUDENT CONFERENCE: Chair Megan Commerford was not able to attend but did submit a written report. The conference in 2009 was successful and had an increase in students attending but did have a slight drop off in exhibitors. As a result, the registration fee for students was increased slightly. The conference is scheduled on September 16 in 2010.

TECHNOLOGIES: Chair Timothy Robinson referred to his written report. He reported on the improvements made to the website in 2009/10.

APPROVAL OF CONVENTION REPORTS:

BE IT RESOLVED that the Treasurer, Regional Director and Committee Reports published in the 2010 convention book and additional reports presented at the meeting be approved. The motion was made by Rick Gwizdala, seconded by Al Maves and approved.

OLD BUSINESS: There was no old business to report.

NEW BUSINESS: There was no new business to report. At this time (10:00 a.m.), President Stebbins recessed the business meeting. She reconvened the meeting at 10:15 a.m. and introduced speakers from the NSA (Steve Hanson), IRS (Ann Makres) and Minnesota State Board of Accountancy (Neil Lapidus) who addressed the body. NSA District VII Governor Eric Hanson also spoke briefly.

ADJOURNMENT: There being no further business to come before the meeting, Rob Saunders moved to adjourn the 70th annual meeting of the Minnesota Association of Public Accountants. Rick Gwizdala seconded the motion and the meeting was adjourned at 11:45 a.m.

Respectfully submitted,

Timothy Robinson Acting -Secretary

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