New Board Member Orientation

June 2017 Board Minutes

Committee Reports

Audit Committee Resolution: David Baker Lewis

A Finance Committee is named in the NASP By-Laws as a standing committee; however, the committee has not been operable to date.

The purpose of the resolution that outlines the mission and charge of the Audit Committee, included in the NASP Board of Directors
package is to form the Audit Committee as a standing committee. Moving forward, one of the functions of the Audit Committee would
be to take on the functions of the Finance Committee which are primarily budgetary. The committee could be labeled Audit & Finance
Committee; but, title is still up for determination.

The NASP Board of Directors’ Executive Committee in conjunction with the NASP Board of Directors as a whole plan to review current

standing committees, mission, charge, and function of each and to reestablish these committees as stated in the NASP By-Laws and
determine how to tighten the function of each and how each plays into the NASP strategic plan and assigned committees

The NASP Board of Directors will vote on the creation of Audit Committee and then following the vote the board can if needed, raise

the question of should the NASP Executive Committee Treasurer Office act as Chair of the Audit Committee or act as the Chair of the
Finance Committee and another NASP Board of Directors member act as chair of the Audit Committee at the next board meeting.

June 2017 Board Minutes

Committee Reports

Audit Committee Resolution (cont.): David Baker Lewis

The Executive Committee will review from a governance stand point the appropriate structure and function for the chair of the Audit &

Finance Committees

Shawn Lytle, NASP Board of Director, Chair called for a motion to establish, per the presented resolution amendment to NASP By-

Laws to create an Audit Committee, NASP Board of Directors moved for the motion, the motion was seconded by the NASP Board of
Directors members, Shawn Lytle called for the vote of the NASP Board of Directors, the motion passed unanimously.

Other findings of the Audit Committee’s (1) review disclosed that the USAID contract is a cost reimbursement contract and that NASP

must submit for reimbursement for cost which raised some concern about liability of unauthorized charges. The committee found that
Orim Graves as Executive Director has to approve all expenditures before transactions are completed. (2) a review of the Employee
Travel Expense policy concluded that the policy was in good form (3) all USAID employee general expenses are approved through
Orim Graves, Executive Director (4) there is a company credit card that comes under the name of Orim Graves, Executive Director and
not under NASP (5) the committee concluded that liability for fault in terms of expenditures fall on the Executive Director, given that
the contract is a cost reimbursement agreement, NASP could be at risk for cost that USAID does not approve to reimburse

June 2017 Board Minutes

Committee Reports

Audit Committee Resolution (cont.): David Baker Lewis

Aymeric Saha, Managing Director, NASP-USAID: Mida, commented that within the USAID budget, certain line items are spelled out

clearly, an example would be employee travel; request that include, employee name, date of travel and reason for travel, for expenditures
are sent into USAID before expenditures are expended and USAID approves the transaction. Records of transactions are then submitted
to USAID in an Annual Plan that lays out explanations for all travel and includes statement of request for travel and an explanation as to
how the travel fits into the scope of the Annual Plan. USAID then approves the travel after reviewing relevance with the Annual plan.
Then, a follow up submission is required after travel, that include, details of the trip and an expense report detailing cost and transactions
incurred. If travel or expenses are not pre-approved are not pre-approved by USAID or falls within an exception, then Aymeric will
discuss with Orim. To date there have not been any expenses that fall within an exception or that have not been pre-approved by USAID,
since the NASP-USAID team is required to get pre-approval from USAID before any transactions are made.

Expenses are designated either NASP or USAID with no overlap. There is a newly created time allocation system in place to track and

report the number of hours an employee.

USAID now has a separate AMEX in Aymeric Saha’s Managing Director, NASP-USAID: Mida name.
Funds reimbursed from USAID are deposited into the NASP-USAID bank account.

June 2017 Board Minutes

Committee Reports

Audit Committee Resolution (cont.): David Baker Lewis

NASP Board of Directors requested that the Audit Committee assess and report as to the possible level of risk from non-reimbursable

expenses NASP could incurred from the cost reimbursement contract with USAID.

The time frame to receive reimbursements once submitted is 1-2 days.
The USAID contract requires an audit, the requirement for a 2016 audit has been waive since only a small amount of funds were drawn

down from the contract award. NASP will be required to get an audit for 2017. The Audit Committee passed a resolution at the
committee level to bring to the NASP Board of Directors that NASP be required to have a financial audit annually. The NASP Board of
Directors will review the resolution at the September board meeting.

The NASP Board of Directors has requested that the Audit Committee or Treasurer look into how the NASP can get a corporate

American Express Account.

June 2017 Board Minutes

Committee Reports

Summary on Board Liability: David Baker Lewis

The origin of the memorandum included in the NASP Board of Directors’ packet stemmed from a question raised by the NASP

Board of Directors as to whether NASP, as a non-profit organization, establish a separate entity to deal with the USAID grant. A
separate entity is not required. The memorandum completed by Lewis & Mundy summarizes key points outlining the explanation
to the question and were the answers are supported in terms of the organization of NASP as a non-profit organization including:

 NASP, Articles of Incorporation, as a non-profit status under the laws of the state of Delaware
 NASP By-Laws Article X
 NASP By-Laws Article IX

Under Delaware Law, duties of Directors play a key role in the maintenance of no Director Liability including where there is no

indemnification; duties include:

 Acting in good faith
 Acting in the best interest of the organization
 Acting with due care
 Acting with loyalty to the organization
 Acting with the avoidance of any personal conflict of interest or self-dealing

June 2017 Board Minutes

Committee Reports

Summary on Board Liability: David Baker Lewis

The rule of law in Delaware for non-profit and profit organizations Board of Directors is that: their business judgement will not be upset

by the court in Delaware unless it has been shown that Directors have failed to discharge their quoted duties

The memorandum concludes that with the respect to the USAID contract, there is no avenue for personal liability for Directors of NASP

with respect to the execution event of the contract. As the scope continues to evolve, continuous attention to the issue of liability will be
required. Donna Sims Wilson, commented that the contract as written will not move at all.

In line with the NASP By-Laws it is critical that the organization have Directors’ and Officers’ (D&O) liability insurance on a

continuous basis for indemnification of NASP Board of Directors, the absence of insurance could be ruled as absence of standard of care
in protecting the interest of the organization

Orim Graves added that while D & O insurance is necessary, the organization does have general liability insurance at the level of 1

million dollars per occurrence and 2 million dollars annually; for D& O insurance the quote is for $1495.00 for the policy at the level of
1 million dollars per occurrence

NASP Board of Directors’ assigned a time of one month for a D&O insurance policy to be put into place and request bids from a few

different companies

June 2017 Board Minutes

Committee Reports

Strategic Objectives Update: Guy Logan – Engaged Membership

* Focus is on the Young Professionals efforts with Courtney Carvalho’s leadership.
* The work that host committee has done is outstanding. The structure is in place and well represented by members. NASP Texas

Chapter is the process of amending the chapter’s by-laws to remove the host title from the group.

* The plan is to use the group as a template that other NASPs’ chapters can follow
* The next event will be the kickoff event in October

Strategic Objectives Update: James Haddon – New Funding Sources

Included in the NASP Board packet is a proposal from Anderson Consults, this would be hiring a consultant to help raise money for the

foundation

The cost would be $30k over to be paid over six months to help NASP create a strategic plan to help raise money by identifying firms to

give gifts to the organization

June 2017 Board Minutes

Committee Reports

Strategic Objectives Update: James Haddon – New Funding Sources (cont.)

The committee needs to review the proposal and do an assessment adding in factors from the addition of a new proposal presented by

Chairman Shawn Lytle, and present findings at the September board meeting

While the NASP foundation is important, it is more important to focus on new funding sources for the organization at this time
NASP has a well-defined list of targets for funding for the conference. For additional funding some brainstorming is ongoing to narrow

down new sectors of the financial services industry where NASP could grow; however, we have not listed specific firms.

There should be two separate lists for sponsors for just the conference and new funding sources for the organization
Mr. Eric Woods has presented a proposal to NASP defining ways to assist with membership, technology membership, analysis on NASP

value proposition, and how to tie membership in with strategic partners to facilitate growth

A suggestion was that in next twelve months that NASP hire a person focused on strategic planning of new fund sources from a branding

and monetary standpoint.

June 2017 Board Minutes

Committee Reports

Strategic Objectives Update: Valerie King – Annual Conference

Challenged with applying what was learned from 2017 Los Angeles Conference to planning and execution of 2018 Houston Conference
Planning and seeking sponsorships will need to start early
Committee will put together a list NASP should present with an ask for support of the 2018 Houston Conference for the NASP board at

the September board meeting

Strategic Objectives Update: Linda Jordan – Advocacy

Committee recommended that each NASP chapter get a liaison that will visit with state legislation and provide updates on legislation

geared towards NASP platforms and present to the NASP local chapters and national to be distributed to the broader membership

Committee recommend that chapters should meet with corporations and institutions also, to get updates on initiatives geared towards

NASP platforms to present to the NASP local chapters and national to be distributed to the broader membership

Recommendations will be presented at the NASP Chapter Presidents’ meeting on Wednesday
The committee has presented an early draft memo that states the NASP definition of Emerging Manager
The purpose of the memo is to clarify NASP’s definition of the term Emerging Manager

June 2017 Board Minutes

Committee Reports

Strategic Objectives Update: Theron Pickett – Robust Partnerships

Goal is to have the National Association of Black Accountants to participate in the 2018 NASP Houston Conference
Progress has been made with the CFA and NASP partnership, the CFA will produce a paper on Diversity and NASP will be one of four

working groups

June 2017 Board Minutes

Executive Directors Report

2017 Conference: Orim Graves

Conference is shaping well speakers and topics are filled.
Approximately, 70 Plan Sponsors have registered for the conference
Sponsorship: 1 million up from $990,000 listed in the handout which was the figure at time of print; 2016 totals were $1,051,250
Corporate Partners

 2016 – 19 Totaling $528,750
 2017 – 20 Totaling $460,000
 4 reduced their cash contribution = $83,500
 4 Increased or new = $46,250
Investing
 2016 – 18 Totaling $260,000
 2017 - 19 Totaling $282,500
 5 reduced their contribution = $60,000
 6 increased or new = $66,000

June 2017 Board Minutes

Executive Directors Report

2017 Conference (cont.): Orim Graves

Managing
 2016 – 10 Totaling $100,000
 2017 - 11 Totaling $110,000

Equity
 2016 - 30 Totaling $142,500
 2017 – 29 Totaling $143,000
 6 reduced their contribution = $32,500
 5 new = $25,000

Sponsorship is down 50k from 2016
NASP has one more Corporate Partner; but we are down in cash contribution
Investing Sponsorship level the same, plus one additional sponsor

June 2017 Board Minutes

Executive Directors Report

2017 Conference (cont.): Orim Graves

Managing Sponsorship level up from $10,000, Plus one additional sponsor
Equity Sponsorship level one additional sponsor
NASP did not lose any sponsors this year; however, sponsorship levels declined in cash amounts
Registration numbers are up to approx. 580 this year from 539 for the 2016. Budget for registration fees was $200k, 2016 registration

fees totaled $199k, this year’s registration fees total $205k; we did not see a significant increase in registration fees with the increase
number of registrants.

The conference budget was $575K, cost of conference approx. $510K
Registrant trends (highest number of attendees): 1st 2015 Chicago 698, 2nd 2013 New York 618, 3rd 2017 Los Angeles 580
Budget trends 2015 Chicago $675k, 2016 Atlanta $535k, 2017 Los Angeles 100k budgeted behind Chicago, the plan is to come in at

540k coming in at or slightly over the budgeted amount for Atlanta

122 trustees registered for the conference from the plan sponsor community

June 2017 Board Minutes

Executive Directors Report

Treasurers Report: James Haddon

Cash $482k Total Current Assets $1,591,690
Total Fixed Assets $14,507
Total Assets = $1,619.627
Accounts Receivables $454k

 $244k USAID
 $17.5k data receivables
 Balance reflects 2017 sponsorships payable
Total Accounts Payable = $145,256
Total Equity $1,430,899 + Total Liabilities $188,728= $1,619,627
Net Income NASPHQ: $606,524
USAID Reimbursable $430k
 Indirect $42k

June 2017 Board Minutes

Executive Directors Report

Treasurers Report (cont.): James Haddon

Orim will take a look at 2016 outstanding sponsorship payments and a decision will be made as to write offs if any.
NASPHQ employees’ travel expenses are approved by Orim Graves, Executive Director and Orim Graves, Executive Director’s travel

expenses are approved by the NASP Board of Directors’ Chair.

The NASP Board of Directors Chair must sign off on NASPHQ:
 Expenses monthly
 Any check in an amount greater than 5k

Any check reimbursement to Orim Graves, Executive Director

By Laws: Implementation of Board of Directors’ Process

Donna Sims Wilson asked for a motion to accept the amendment to the by-laws. Motion moved and seconded by the NASP Board of

Directors. Motion carried.

Meeting Adjourned