BOARD OF TRUSTEES MEETING PROCEDURES
All meetings1 of the Board of Trustees of the Financial Accounting Foundation (the “Foundation”) and its Standard-Setting Process Oversight Committee (the “Oversight Committee”) will be open to public observation to the extent of available space at the place of the meeting, unless, in the judgment of the Chairman of the Board of Trustees of the Foundation (“Board Chair”) or the Co-Chairs of the Oversight Committee (“Oversight Committee Co-Chairs”), as applicable, the meeting (or a portion thereof) of the Board of Trustees or the Oversight Committee is likely to result in discussion or disclosure of (i) administrative matters, such as as due process correspondence (except, in the case of a meeting of the Oversight Committee, when the Committee determines such matter will be considered in a public meeting pursuant to its Due Process Correspondence Procedure), approval of minutes, workplans, scheduling matters, personnel rules and practices, including matters with respect to performance evaluations, benefit plans, selection, removal, promotion, or salaries, and Trustee self-assessments, (ii) in the case of a Board of Trustees meeting, confidential strategic matters such as stakeholder relations, risk management, strategic and financial planning, and Trustee education, and oversight matters such as leadership, committee and task force reports with respect to matters described in this clause (ii), (iii) matters that concern participation in proceedings in court or other judicial or legal or regulatory proceedings or matters involving legislative, executive, or other judicial bodies, or (iv) matters that, if before a meeting of the Financial Accounting Standards Board (“FASB”) or Governmental Accounting Standards Board (“GASB”), would permit the FASB or GASB to close such meeting (or a portion thereof) under its Rules of Procedure, and in any such case the Board Chair or the Oversight Committee Co-Chairs determine to close such Board of Trustees or Oversight Committee meeting or a portion thereof, as the case may be.
The Foundation will publicly announce the time, date, and place of each Board of Trustees and Oversight Committee meeting, the agenda for the meeting (if then determined), the extent (if any) to which the meeting is to be closed to public observation and the reasons therefor, and a telephone number to call for further information. Such announcements will be made at least fourteen (14) days in advance of regular meetings and two (2) days in advance of special meetings, unless the Board Chair or the Oversight Committee Co-Chairs, as applicable, determine that the business to come before the Board of Trustees or the Oversight Committee, as the case may be, requires earlier consideration, in which event such announcements will be made as soon as practicable. A meeting intended to be closed to public observation in its entirety shall not require a public announcement. The agenda for a meeting (if not in the initial public announcement), any change in the time, date, or place of a meeting, and any determination by the Board Chair or the Oversight Committee Co-Chairs, as the case may be, to close a meeting previously announced as being open in whole or in part (and the reasons therefor) or to open a meeting (or a portion thereof) previously intended to be closed will be publicly announced as soon as practicable. Other significant changes in prior publicly announced information in respect of meetings will be publicly announced if and as practicable. All public announcements contemplated or permitted by these Meeting Procedures may be made by or at the direction of the Board Chair or the Oversight Committee Co-Chairs, as the case may be, and will be sufficient if made by press release or such other means as the Board Chair or the Oversight Committee Co-Chairs may determine, provided that the Board Chair or the Oversight Committee Co-Chairs, as applicable, may adjourn any meeting in whole or in part to reconvene at another time, date, or place without any announcement other than announcement at the meeting. If and as practicable, copies of written announcements in respect of meetings will be mailed or given to the Foundation’s Trustees, the Executive Director of the Foundation, the Chair of the Financial Accounting Standards Board, the Chair of the Governmental Accounting Standards Board, the Chair of the Financial Accounting Standards Advisory Council (“FASAC”), the Chair of the Governmental Accounting Standards Advisory Council (“GASAC”), and such others as the Board Chair or the Oversight Committee Co-Chairs, as the case may be, may determine generally or in specific cases.
Requests for information in respect of Trustees meetings may be directed during normal business hours to the Foundation’s Executive Director, c/o Financial Accounting Foundation, 801 Main Avenue, P.O. Box 5116, Norwalk, Connecticut 06856-5116. Those planning to attend a meeting are encouraged to contact the office of Foundation’s Executive Director shortly prior to the meeting date to confirm information with respect thereto.
Nothing in these Meeting Procedures shall (1) authorize any person, unless specifically agreed to by the Board Chair or the Board of Trustees, on the one hand, or the Oversight Committee Co-Chairs or the Oversight Committee, on the other hand, to be heard at, or otherwise to participate in, any meeting of the Board of Trustees or Oversight Committee, respectively, or to record any meeting or portion thereof by electronic or photographic devices; (2) grant any person any rights not otherwise existing, including, without limitation, rights of access to any document, information, or data not otherwise existing under these Meeting Procedures, or the Rules of Procedure of the FASB, GASB, FASAC, or GASAC; (3) obligate the Foundation, the Board Chair, the Board of Trustees, the Oversight Committee Co-Chairs, the Oversight Committee or the Executive Director of the Foundation to provide any documents, information, or data used or referred to in the course of any meeting to any person; (4) preclude the ejection or exclusion of any person in attendance at any meeting whenever the Board Chair or the Board of Trustees on the one hand, or the Oversight Committee Co-Chairs or the Oversight Committee, on the other hand, deems such action appropriate to preserve decorum or for health or safety reasons, or to terminate behavior unauthorized by these Meeting Procedures; (5) preclude the Board Chair or the Oversight Committee Co-Chairs, as applicable, from directing that a meeting in session be cleared of spectators, temporarily or permanently, whenever the Board Chair or the Oversight Committee Co-Chairs determine that the discussion during such meeting or any portion thereof open to public observation is likely to result in discussion or disclosure of matters that would permit such meeting or portion thereof to be closed.
The Board of Trustees of the Foundation may, from time to time, alter, amend, supplement, or repeal these Meeting Procedures, or approve other Meeting Procedures.
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1For purposes of these Meeting Procedures, a “meeting” means the joint deliberations (with or without others present) of at least a quorum of the Trustees whereby those deliberations are intended or expected by the Board Chair, in the case of the Board of Trustees, or the Oversight Committee Co-Chairs, in the case of the Oversight Committee, to result in the joint conduct or disposition of Foundation business, other than in each case meetings of other committees of Trustees and informal gatherings primarily of a social nature at which the joint conduct or disposition of business is not intended or expected.
Updated April 19, 2023
The Foundation will publicly announce the time, date, and place of each Board of Trustees and Oversight Committee meeting, the agenda for the meeting (if then determined), the extent (if any) to which the meeting is to be closed to public observation and the reasons therefor, and a telephone number to call for further information. Such announcements will be made at least fourteen (14) days in advance of regular meetings and two (2) days in advance of special meetings, unless the Board Chair or the Oversight Committee Co-Chairs, as applicable, determine that the business to come before the Board of Trustees or the Oversight Committee, as the case may be, requires earlier consideration, in which event such announcements will be made as soon as practicable. A meeting intended to be closed to public observation in its entirety shall not require a public announcement. The agenda for a meeting (if not in the initial public announcement), any change in the time, date, or place of a meeting, and any determination by the Board Chair or the Oversight Committee Co-Chairs, as the case may be, to close a meeting previously announced as being open in whole or in part (and the reasons therefor) or to open a meeting (or a portion thereof) previously intended to be closed will be publicly announced as soon as practicable. Other significant changes in prior publicly announced information in respect of meetings will be publicly announced if and as practicable. All public announcements contemplated or permitted by these Meeting Procedures may be made by or at the direction of the Board Chair or the Oversight Committee Co-Chairs, as the case may be, and will be sufficient if made by press release or such other means as the Board Chair or the Oversight Committee Co-Chairs may determine, provided that the Board Chair or the Oversight Committee Co-Chairs, as applicable, may adjourn any meeting in whole or in part to reconvene at another time, date, or place without any announcement other than announcement at the meeting. If and as practicable, copies of written announcements in respect of meetings will be mailed or given to the Foundation’s Trustees, the Executive Director of the Foundation, the Chair of the Financial Accounting Standards Board, the Chair of the Governmental Accounting Standards Board, the Chair of the Financial Accounting Standards Advisory Council (“FASAC”), the Chair of the Governmental Accounting Standards Advisory Council (“GASAC”), and such others as the Board Chair or the Oversight Committee Co-Chairs, as the case may be, may determine generally or in specific cases.
Requests for information in respect of Trustees meetings may be directed during normal business hours to the Foundation’s Executive Director, c/o Financial Accounting Foundation, 801 Main Avenue, P.O. Box 5116, Norwalk, Connecticut 06856-5116. Those planning to attend a meeting are encouraged to contact the office of Foundation’s Executive Director shortly prior to the meeting date to confirm information with respect thereto.
Nothing in these Meeting Procedures shall (1) authorize any person, unless specifically agreed to by the Board Chair or the Board of Trustees, on the one hand, or the Oversight Committee Co-Chairs or the Oversight Committee, on the other hand, to be heard at, or otherwise to participate in, any meeting of the Board of Trustees or Oversight Committee, respectively, or to record any meeting or portion thereof by electronic or photographic devices; (2) grant any person any rights not otherwise existing, including, without limitation, rights of access to any document, information, or data not otherwise existing under these Meeting Procedures, or the Rules of Procedure of the FASB, GASB, FASAC, or GASAC; (3) obligate the Foundation, the Board Chair, the Board of Trustees, the Oversight Committee Co-Chairs, the Oversight Committee or the Executive Director of the Foundation to provide any documents, information, or data used or referred to in the course of any meeting to any person; (4) preclude the ejection or exclusion of any person in attendance at any meeting whenever the Board Chair or the Board of Trustees on the one hand, or the Oversight Committee Co-Chairs or the Oversight Committee, on the other hand, deems such action appropriate to preserve decorum or for health or safety reasons, or to terminate behavior unauthorized by these Meeting Procedures; (5) preclude the Board Chair or the Oversight Committee Co-Chairs, as applicable, from directing that a meeting in session be cleared of spectators, temporarily or permanently, whenever the Board Chair or the Oversight Committee Co-Chairs determine that the discussion during such meeting or any portion thereof open to public observation is likely to result in discussion or disclosure of matters that would permit such meeting or portion thereof to be closed.
The Board of Trustees of the Foundation may, from time to time, alter, amend, supplement, or repeal these Meeting Procedures, or approve other Meeting Procedures.
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1For purposes of these Meeting Procedures, a “meeting” means the joint deliberations (with or without others present) of at least a quorum of the Trustees whereby those deliberations are intended or expected by the Board Chair, in the case of the Board of Trustees, or the Oversight Committee Co-Chairs, in the case of the Oversight Committee, to result in the joint conduct or disposition of Foundation business, other than in each case meetings of other committees of Trustees and informal gatherings primarily of a social nature at which the joint conduct or disposition of business is not intended or expected.
Updated April 19, 2023