5:32 p.m.

Call to Order by Janice Pyka, President of the Project Management Institute Minnesota Chapter (PMI-MN) and presented the agenda as proposed:

• Welcome and Call to Order
• Introductions and Review of Meeting Procedure
• Board Opening Comments
• Member Comments and Feedback
• Member Motion (if made, Member Votes)
• Board Closing Comments
• Adjourn

Following Attorney Heidi Christianson reviewing the procedures and guidelines for the meeting, each member of the Board and the Executive Administrator briefly introduced themselves.  She then asked Nick Sperling, Mr. Dean Boorman’s attorney, to introduce himself. 

President Elect Sara Swanson welcomed the members in attendance, thanking everyone for attending the meeting.  She noted the reason for the special meeting is to ensure the Board hears the concerns and questions from the members. 

At 5:40 p.m. the meeting was opened to the members present for their comments.  The comment period lasted until 6:30 p.m., during which time those members present were given the opportunity to speak, with several members speaking twice.  Several emails from those listening via phone were also read by Jenny Wothe, executive administrator.  During the comment period, concern was raised regarding a sense by the members of lack of transparency.  The question was raised if policies were in place and consistently followed.  Concern was also raised over contracts in place or possible lack of contracts and conflict of interests.  The general request was a forensic audit of the Chapter for the fiscal years 2015, 2016, 2017, and 2018 to ensure transparency in both financial transactions and business controls/procedures.  Members urged the Board to provide better communication with the members to ensure all members are aware of the actions being taken.

At 6:30 p.m. the comment period of the meeting was closed.  At that time Attorney Christianson reviewed the procedures for making a motion, noting the membership does not have the right to engage a forensic audit or the right to appoint a committee; the membership may make a recommendation to the Board with respect to these matters. 

Member George Glarus made a motion for a four-year forensic audit of PMI-MN. 

1. With this motion, he moved that the membership of the Minnesota Chapter of the Project Management Institute hearby order and authorize a forensic audit of the organization’s financial and business trasactions for the fiscal years 2015, 2016, 2017, and 2018.

The audit is to be supervised by a 2019 ad-hoc Forensic Audit Committee, to be comprised of up to five (5) members elected by floor nominations present at this meeting, that are neither a current nor prior officer, director, paid employee, or the current Treasurer within the past 5 calendar years.

It will be the sole charge of the Forensic Audit Committee, within 30 days of its formation, to (1) issue an RFP to CPA firms competent and qualified to conduct forensic audits for non-profit entities, (2) award the forensic audit to the lowest competent bidder, and (3) oversee the audits to a successful conclusion.

The auditor shall conduct its work under AICPA and ACFE standards, including, but not limited to, validation of financial statements, the review of existing policies and internal controls, compliance with these controls, indentification of areas of risk of fraud and misconduct, and recommend improvements and best practices.

Following the completion of the forensic audit, the auditor shall issue written reports for each year communicating the audit procedures performed and the results of those procedures considering the objectives discussed in the aforementioned paragraphs. 

In addition, the written reports will list any internal control conditions found during the audit procedures that would be defined as material weaknesses or significant deficiencies in the design or operation of the internal control structure. 

The Motion was seconded by Dean Boorman.  Attorney Christianson clarified once again noting the membership does not have the right to engage a forensic audit or the right to appoint a committee; the membership may make a recommendation to the Board with respect to these matters, as she had noted to Attorney Sperling in previous communications. 

At this time a response from the Board was provided.  Director at Large Manish Kalra questioned what a forensic audit was.  Attorney Christianson noted a forensic audit is used when a nonprofit faces allegations or information suggesting possible financial fraud.  It involves a forensic audit team searching emails and running analysis of computers’ hard drives to find how money was moved from one place to another.  She noted she has assisted a nonprofit through the process and they can cost up to $80,000 for a single year audit. 

Director of Finance Adam Cherrill noted the PMI MN Board of Directors did engage in a GAAP Audit for the fiscal year 2017, copies of which were available at this evenings’ meeting and also available on the Chapter website.  The audit was performed by an independent audit firm and was a clean audit, which means the audit firm concluded there are no misstatements in the PMI-MN financials, and found nothing requiring additional follow up or causing concern.  The Board also authorized a GAAP audit of the 2018 financials and that audit is currently underway.  The results of that audit will be published on the Chapter website when completed.  He noted to engage a forensic audit when PMI-MN is in the middle of a GAAP audit by an independent firm is irresponsible.  The Board would not be upholding their fiduciary duties to incur such an expense where there are no allegations of fraud.  The Board, on the advise of counsel, strongly recommended that the members vote against the motion. 

It was noted in an effort for better transparency the Board meeting minutes have been placed on the members only section of the Chapter website for 2016, 2017, and 2018. 

President Pyka then noted the allegations made by members involving alleged conflicts of interest are serious allegations.  The Board has heard the allegations and in some cases the Board has already investigated the allegations.  There is a conflict of interest policy in place.  There is also a Governance Committee in place, whose role includes reviewing potential conflicts of interest.  The Board intends to refer all the information learned via this process to the Governance Committee for review.  The Board will also ask the Governance Committee if additional members should be engaged in the review process.  Following their review, they will report their findings and recommendations to the Board. 

Following the Board response, President Pyka called the motion to a vote; Attorney Christianson again noted the motion is a recommendation to the Board. 

The motion carried with 28 votes in favor and 15 in opposition.  (Those members participating via phone were permitted to contemporaneously email their votes to the executive administrator to have their votes counted.  Their membership in good standing was verified.)

Member Joe Perzel made a motion to nominate, vote, and install the 2019 ad-hoc Forensic Audit Committee.

1. With this motion it is moved that the membership of PMI MN hereby order and authorize the formation of an ad-hoc Forensic Audit Committee with the three subsections as follows:

1. The meeting chair shall cause the immediate nomination and vote from the floor of five (5) members present in good standing (current paid membership) – that are neither a current nor prior officer, director, committee chairpersons, or the current Treasurer within the past 5 calendar years – to comprise an ad-hoc Forensic Audit Committee.
2. The committee members upon being seated will elect a chairperson, and all members of this committee are to report only to the Audit Committee Chair and to no other Officers, Directors, Committee Chairs, or Vendors.  The Committee Chair will have the authority to act on behalf of the membership in completion of the audit.
3. The ad-hoc Forensic Audit Committee will receive the charge as follows:

1. Develop and issue an RFP including a Scope of Work for conducting the forensic audit
2. Interview, evaluate, select and engage a qualified and competent Forensic Audit Firm for the purpose of this audit
3. Authorized the expenditure of funds to pay for the Forensic Audit
4. Provide support for the Auditor during the 160 days of the audit
5. Keep meeting minutes and details of meetings, discussion, and votes for review
6. Remain confidential and impartial in every manner and aspect during the Forensic Audit
7. Complete the assignment within 160 days of this meeting and present the findings at the follow-up Membership meeting.

1. The ad-hoc Forensic Audit Committee will be discharged upon completion of the tasks in subsection 3 above.

The motion was seconded by Member George Glarus. 

Member Judy Juhl made an amendment to the motion, which was accepted by Member Perzel, for the committee to consist of:  Steve Sorveen, George Glarus, Tracie Jacobson, and Amy Anderson. 

President Pyka called the motion to a vote; Attorney Christianson again noted the motion is a recommendation to the Board. 

The motion carried with 27 votes in favor and 14 in opposition. 

Member Betty Ingram made a motion to address the follow-up membership meeting in the metro.

1. With this motion, it is moved that the membership of PMI MN hereby order and authorize a membership meeting to be held at any metro location.

The meeting will be held within the seven (7) county metropolitan area of Minneapolis and St. Paul, MN within 160 days of the conclusion of this meeting. 

The proposed agenda items are to be the following:

1. Report Forensic Audit(s)
2. Audit recommendation actions
3. Vote on recommendations and action items

With the final agenda being presented by the Auditor and facilitated by the 2019 ad-hoc Forensic Audit Committee, the motion was amended for the meeting to be held within 160 days of the completion of the audit and at a location with free parking. 

The motion was seconded. 

President Pyka called the motion to a vote; Attorney Christianson again noted the motion is a recommendation to the Board. 

The motion carried with 28 votes in favor and 10 in opposition. 

Following the motions, President Elect Swanson encouraged members to reach out to the Board and share other ideas on how they feel transparency within the Chapter can be reached without having to spend in excess of $80,000 of Chapter funds on a forensic audit. 

At this time, Director at Large Devi Chetty provided a closing statement by the Board.  She thanked everyone for taking time to attend the meeting this eveing to share their thoughts and concerns.  The Board takes their roles and resposiblities to the Chapter very serioulsy.  Each member of the Board is bound by the Code of Ethics they have signed from PMI Global; each member of the Board is there to serve the good of the membership as a whole. 

The Board has heard the concerns relayed tonight in regards to:

• Transparency:

• Financial
• Processes:  ensuring they are in place and followed

The Board has made note of the three motions that were approved this evening making the following recommendations to the Board:

1. Forensic Audits of 2015, 2016, 2017, and 2018
2. To establish an ad-hoc Forensic Audit Committee
3. For a follow-up meeting

The Board will evaluate each of the motions with the advice and counsel of Attorney Christianson and provide feedback to the membership.  This feedback will be provided through the Chapter website and in the Chapter newsletter that goes out to its members.

7:10 p.m.

The special membership meeting concluded at 7:10 pm

Jenny Wothe of the Harrington Company compared the list of attendees signed into the PMI Global Chapter Reporting System to verify the number of members in good standing and found that there were 35 members present and in good standing, and 3 nonmembers in attendance. Verification of membership of 5 participating by phone were confirmed.