To: BSA Board of Directors Fr: Tamara Roy AIA, President ... · Date: Friday, July 15, 2016 Please...

To: BSA Board of Directors Fr: Tamara Roy AIA, President Re: BSA Board Meeting Agenda Date: Friday, July 15, 2016

Please note this meeting will convene at BSA Space, 290 Congress Street, Boston at 9:00 am on Friday, July 15.

9:00 am Call to order

• Approval of May minutes

9:05 am Financial Update

• Q2 2016 Financial update• Audit Report

9:20 am BSA Nominating Committee recommendations*

9:25 am AIA Convention Update

9:30 am Civic Task Force update

9:35 am Request from BSA Committees to oppose new fossil fuel supply lines into MA (Peter Papesch letter directed to VP Jean Carroon FAIA)

9:45 am Strategic focus – Future of the BSA (cont.) ABX

11:00 am Adjourn

Enclosures:

Minutes from May 2016 meeting Q2 2016 financial update Q2 2016 firm membership report Q2 2016 individual membership report May 2016 BSA membership news President and Executive Director’s report Auditors report Auditor’s Management Letter Nominating Committee Recommendations * Civic Task Force * Fossil fuel supply lines opposition letter ABX Background *

*To be distributed at meeting

May 6, 2016 Minutes of the BSA Board

Present:

Absent:

Carol Burns FAIA, Jim Collins FAIA, Rick Dimino, David Eisen AIA, Natasha Espada AIA, David Fannon AIA, Stephen Gray, Assoc. AIA, Kelly Hutzell AIA, Peter Kuttner FAIA, Glen LeRoy FAIA, Tim Love AIA, Tamara Roy AIA, Patricia Seitz AIA, Josiah Stevenson FAIA, Brad Walker AIA, Elise Woodward AIA, Greg Bialecki, Jean Carroon FAIA, Elizabeth Minnis AIA

Staff: Ben Cohen, Billy Craig, Mark Ruckman, Pamela de Oliveira Smith, Eric White

Tamara Roy AIA, Jeffry Burchard AIA, Brandon Clifford, Mike Davis FAIA, Joe Geller, Mark Pasnik AIA,

Call to order: Noting the presence of a quorum, President-elect Stevenson called the meeting to order at 9:00 am and welcomed the board.

Minutes of prior meeting:

Upon a motion by Woodward, seconded by Seitz, it was

VOTED to accept the minutes of the March 11, 2016 Board meeting as submitted;

Unanimous.

Financial update: Treasurer Collins presented a brief overview of financials as provided in the Board package and actual first quarter running a little hotter than the budget. This is based on timing of expenses versus revenue (mainly pre-paid ABX expenses). Cash position is good.

Honors & Awards recommendations:

H&A Chair Fennick AIA introduced with committee member Sara Lindquist AIA. Detailed the process and discussed changing the recommended AIA Architecture Firm Award nomination to Koning Eizenberg Architecture (KEA) to meet the requirements. Minnis raised the question of giving AIA National feedback about changing the rules of the AIA Architecture Firm award.

Upon a motion by Seitz, seconded by Dimino it was

VOTED to accept the recommendations by Honors & Awards

Unanimous

Governance Committee recommendations:

White gave a brief overview of the Governance Committee process and highlighted the changes to the BSA Bylaws for board approval.

Upon a motion by Carroon, seconded by Love it was VOTED to approve the Governance Committee recommendations to be voted upon at the Annual Meeting

Unanimous

Syrian Refugees task force update:

Seitz provided an update of the international refugee task force.

AIA Convention voting recommendations:

White reviewed the 2016 AIA National Convention Official Delegate Information Booklet identifying candidates, resolutions and bylaw amendments. The Board recommended:

Supporting Candidates: • Elefante FAIA for President-elect• Donoho Esq. AIA for Secretary• Exley FAIA for At-Large Director

Board recommended: • Supporting by-law updates• Supporting updated Fellowship resolution• Reviewing with YAF representative to consider support for Intern Declaration• Not supporting 9-11 Truth resolution• Supporting all other resolutions

Upon a motion by Kuttner, seconded by Love it was Voted to support the noted slate

Unanimous

Strategic focus – Future of the BSA:

Love gave a brief presentation. Large strategic moves within the next 5 years and how to best prepare for the future. In particular the conversation focused on the future of ABX and the BSA’s role in managing the show. Discussion also included conversation about the future of AB.

Board created three subcommittees to examine future opportunities:

ABX – Roy, Stevenson, Collins, Pasnik, Love, White, Craig (staff) New Revenue – Love, Carroon, Collins, Dimino, Seitz, LeRoy, Minnis AB – Kuttner, Collins, Eisen, Hutzell, Espada, Burns

Executive Director review

White reviewed recommendations from President Roy and BSA Foundation Chair Davis to modify the executive director review system.

Adjourn Upon a motion by Stevenson, seconded by Carroon, it was

VOTED to adjourn the meeting;

Unanimous.

Boston Society of Architects 2016 Budget Q1 & Q2 Q1 & Q2 Variance2016 Budget 2016 Actuals

Income StatementRevenuesAIA Revenue Share 140,321 74,185 68,200 (5,985) Website 118,500 56,420 78,559 22,139 ABX 2,560,050 900,000 924,363 24,363 Development/Education/Grass Roots 44,100 18,350 50,720 32,370 ArchitectureBoston 306,000 96,000 54,171 (41,829) External Support/Gov't Affairs/Civic Program - - 25,297 25,297 Membership 1,930,752 965,376 951,641 (13,735) Chapter Letter - - - - Honors and Awards 205,500 158,500 141,945 (16,555) Allied Organizations 45,775 25,187 35,113 9,926 Board & Miscellaneous 7,500 7,500 9,000 1,500 Professional Communities Committees - - 2,500 2,500 Communications/Public Outreach 180,000 110,000 74,414 (35,586) Compensation and Benefits - - - - Human Resources - - - - Accounting and Finance - - - - Network and Membership Data Managemen - - - - Supplies and Operations - - - - Investments 75,805 37,900 107,270 69,370 Building Management - - - - Royalties and other 2,000 1,000 1,205 205

Total Revenues 5,616,303 2,450,418 2,524,397 73,979

ExpensesAIA Documents 6,500 3,250 2,421 (829) Website 28,260 14,130 10,685 (3,445) ABX 1,612,896 425,000 431,222 6,222 Development/Education/Grass Roots 33,100 23,675 (1,712) (25,387) ArchitectureBoston 359,680 148,840 157,878 9,038 External Support/Gov't Affairs/Civic Program 27,000 16,000 23,804 7,804 Membership 32,500 20,750 14,295 (6,455) Chapter Letter - - - - Honors and Awards 205,600 185,600 158,606 (26,994) Allied Organizations 561,436 237,925 256,944 19,019 Board & Miscellaneous 26,100 18,100 12,235 (5,865) Professional Communities Committees 17,000 8,500 3,950 (4,550) Communications/Public Outreach 66,500 50,250 42,355 (7,895) Compensation and Benefits 1,716,581 843,418 828,150 (15,268) Human Resources 20,750 8,875 6,692 (2,183) Accounting and Finance 138,040 79,040 86,613 7,573

Network and Membership Data Managemen 152,250 76,125 68,088 (8,037) Supplies and Operations 51,700 25,850 22,395 (3,455) Investments 38,500 19,250 13,394 (5,856) Building Management 459,098 229,549 217,254 (12,295) Royalties and other - - - -

Total Expenses 5,553,491 2,434,127 2,355,269 (78,858)

Operating Surplus/(Deficit) 62,812 16,291 169,128 152,837

Depreciation 430,281 297,775 302,107 301,928

Net Surplus/(Deficit) (367,469) (281,484) (132,979) (149,091)

Capital ExpendituresAtlantic Wharf Fit outDatabase and SoftwareWebsiteFurniture & Fixtures - EquipmentLandlord IncentiveTotal capex - - - -

Q2

20

16

In

div

idu

al M

em

be

rsh

ip R

ep

ort

Bo

sto

n S

ocie

ty o

f A

rch

ite

cts

Me

mb

ers

hip

Re

po

rt

July

-12

July

-13

July

-14

July

-15

July

-16

Oth

er

Aff

ilia

te1

94

18

92

15

17

21

43

AIA

19

62

21

03

21

14

22

48

23

51

Ass

oci

ate

AIA

44

75

42

53

45

62

54

7

Em

eri

tus

31

62

92

28

52

85

28

4

Stu

de

nt

81

74

80

54

67

0

50

0

10

00

15

00

20

00

25

00

# of members (individuals)

$-

$2

00

,00

0

$4

00

,00

0

$6

00

,00

0

$8

00

,00

0

$1

,00

0,0

00

$1

,20

0,0

00

$1

,40

0,0

00

Indvidiual Dues Revenue

July

-12

July

-13

July

-14

July

-15

July

-16

AIA

Me

mb

ers

hip

Du

es

$8

34

,99

4$

90

7,3

80

$9

76

,10

8$

1,0

57

,88

8$

1,1

50

,72

6

Ass

oci

ate

Me

mb

ers

hip

Du

es

$5

5,8

00

$6

2,7

46

$7

8,5

18

$8

3,0

11

$1

00

,24

6

Ind

ivid

ua

l Aff

ilia

te D

ue

s$

45

,39

1$

48

,11

2$

50

,89

2$

51

,19

6$

56

,54

3

Q2 2

016 F

irm

Mem

bers

hip

Report

Bosto

n S

ocie

ty o

f A

rchitects

Mem

bers

hip

Report

July

-12

July

-13

July

-14

July

-15

July

-16

Arc

hit

ect

ure

Fir

ms

17

71

60

15

31

47

15

0

Co

rpo

rate

Aff

ilia

tes

11

51

21

14

41

10

12

7

0

20

40

60

80

10

0

12

0

14

0

16

0

18

0

20

0

# of members (firms)

$-

$1

00

,00

0

$2

00

,00

0

$3

00

,00

0

$4

00

,00

0

$5

00

,00

0

$6

00

,00

0

Firm Dues Revenue

July

-12

July

-13

July

-14

July

-15

July

-16

Arc

hit

ect

ure

Fir

ms

$4

05

,05

5$

42

2,3

81

$4

71

,13

2$

49

7,6

86

$5

44

,70

0

Co

rpo

rate

Aff

ilia

te D

ue

s$

15

0,9

27

$1

65

,11

0$

17

7,6

62

$1

84

,50

4$

20

7,0

93

Boston Society of Architects Membership Report July 1, 2016

New AIA Members John Bates AIA

Duxbury, MA Xiaoying Chen AIA

Lexington, MA Daniel Connolly AIA

Quincy, MA Shaun Dempsey AIA

Chelsea, MA Katarina Edlund AIA

Boston, MA Anthony Filardo AIA

Belmont, MA Peter McDowell Hanley AIA

Boston, MA Brent Hanson AIA

Weymouth, MA Julien Jalbert AIA

Jamaica Plain, MA Justin Travis Kearnan AIA

Mendon, MA Ruthie Kuhlman AIA

Cambridge, MA Jonathan A. Lashley AIA

Boston, MA Martin Lu AIA

Wilson Architects Florin Luca AIA

StudioPph Ryan M. McShera AIA

Ipswich, MA Henry L. Miller AIA

Henry Louis Miller Architect Jeremy L. Oberc AIA

EYP Architecture & Engineering Nikul M. Patel AIA

Architerra Tyler Thompson, II, AIA

Somerville, MA Jessica L. Timmer AIA

Cambridge, MA Benjamin T. Williams AIA

Jamaica Plain, MA

Chin Chin Yao AIA Natick, MA

Advance to AIA Suni Dillard AIA

HMFH Architects Blaise A. LaPorta AIA

Winchester, MA Nicholas S. Lavita AIA

Newton, MA Christopher A. Nastasia AIA

Boston, MA Nikolas P. Pappastratis AIA

Payette Steven A. Watchorn AIA

CBI Consulting Duo Yu AIA

Wilson Architects

New Assoc. AIA Members Lauren Borrelli Assoc. AIA

Boston, MA Wyly G. Brown Intl. Assoc. AIA

Norwell, MA Stephen Garvey Assoc. AIA

Reading, MA Marwan S. Ghabour Assoc. AIA

Arlington, MA Shuan C. Hallissey Assoc. AIA

Hyde Park, MA Anne Harris Assoc. AIA

Germantown, MD Derek J. Hill Assoc. AIA

Abington, MA Cynthia Gibson Murphy Assoc. AIA

Margulies Perruzzi Architects Shalinie Devi Persaud Assoc. AIA

ICON architecture Fuyang Shan Assoc. AIA

Boston, MA Gelyn B. Strileckis, Assoc. AIA

Weymouth, MA Chuanyangjie Xu Assoc. AIA

Boston, MA

Returning Members Scott Alan Finckler AIA

Somerville, MA Stephanie E. Mallis FAIA

Boston, MA Rick Robinson Assoc. AIA

Natick, MA David J. Whitemyer AIA

Rockland, MA Marley Wright-Kanda AIA

Charlestown, MA

New to Boston Samuel C. Avery Assoc. AIA

Boston, MA (from AIA Missouri/ AIA Kansas City)

Leaving Boston Casey Gallagher AIA

Philadelphia, PA (to AIA Pennsylvania/AIA Philadelphia)

Janine Golub AIA Brooklyn, NY (to AIA New York State/AIA New York)

Priscilla J. Harcourt Assoc. AIA Dearborn, MI (to AIA Michigan/AIA Detroit)

Sarah L. Mobraten AIA Raleigh, NC (to to AIA North Carolina/AIA Triangle)

Bradford Earle Prescott AIA South Woodstock, VT (to AIA NH)

Sharon A. Steinberg AIA ADD Inc, now with Stantec (to AIA New York State/AIA New York Chapter)

Barak Yaryan AIA Houston, TX (to Texas Society of Architects/AIA Houston)

New Professional Affiliates John W. Hession, Photographer and Film maker

Dorchester, NH

New Student Affiliates

Boston Architectural College Maria Jose Colarusso Nicole Ezell

To: BSA Board of Directors From: Tamara Roy AIA, President and Eric White, Executive Director Re: President’s and Executive Director’s Report Date: March 11, 2016

Administrative The BSA and BSA Foundation staff has been hit by an unusual array of circumstances leaving us short-staffed by seven (7) or 1/4th of our people. While most of these are unexpected, we are working to ensure that all our work continues with little or no noticeable impact to our programs and services. We are happy to announce we are joined on staff by Elliya Cutler who will be organizing our volunteer programs and assisting with the civic work.

Financials The 2015 audit is completed and report is included. The BSA is in good financial position finishing 2015 in the black before depreciation. Q2 just closed and we will have financial reports available at the Board meeting.

Membership & Committees It’s been a busy year so far for our member engagement team; reaching out to secure 2016 dues payments, and working hard on the communication and technical challenges of the significant changes planned for 2017. The new, forward-looking structure is designed to lead local architecture student to full AIA membership, reinvigorating our EP network, whilst making a more direct and meaningful connection between all strata of our industry. In addition to our ambitious membership improvements; a comprehensive re-envisioning of how we serve our corporate partners is also in the works, providing an exciting opportunity for us to broaden the BSA’s collaboration across the A/E/C community in the years ahead. BSA Committee on the Environment hosted the AIA New England COTE Summit. 100 representatives from AIA Maine, AIA Vermont, AIA Rhode Island, WMAIA and CMAIA joined BSA COTE for a day-and-a-half summit led by author and activist Paul Hawken (Blessed Unrest, Natural Capital). Co-chairs Blake Jackson AIA (TKA) and Steven Burke (SMMA) led a team including many firms to make this a success. Video summary and interviews will be posted to architects.org/COTE this summer.

MakeTank, which explores digital fabrication and its impact on current and future practice, launched with a group of approximately 40 at the exploratory meeting June 26. Brad Prestbo AIA (Sasaki) and Ryan Salvas (CW Keller) lead the effort; collaborative events with BIM Roundtable and Revit Users Group are in the works. Architects.org/MakeTank for more information.

The Housing Committee hosted a roundtable on workforce housing at Bulfinch Triangle. The committee welcomes new chair Jason Skidgell (Fiengold Alexander) and wishes outgoing chair Mark Munroe Assoc. AIA luck in his new home of Seattle, WA.

The Vice Presidents’ Roundtables, which serve to build awareness between committee leaders and Board representatives, began with Advocacy (Elise Woodward FAIA) and continue throughout the summer.

Civic Initiatives Resiliency: Gretchen presented the BSA and BSA Foundation's resiliency work on a "100 Resilient Cities" panel with

colleagues from AIA San Francisco and Dallas at the AIA National Convention. We co-sponsored a workshop with Boston Harbor Now, the City, and others at BSA Space June 27 in which Atiya Martin and Jason Hellendrung reported on drafts of Boston's social and climate resiliency planning underway; over 150 attended. In the East Boston NOAH/Kresge work, the "Adaptation Planning Working Group" has begun meeting, which brings together the major stakeholders (Massport, MassDOT, Boston Water & Sewer, etc.) with community 'delegates' for collaborative resiliency planning. While Community Service Fellow from the GSD Kat Miller is working with us this summer on a community "vision" process, preparing for fall meetings in the neighborhood.

Northern Avenue Bridge Ideas Competition: We co-sponsored the Northern Ave Bridge Ideas Competition, which concluded May 25 with an event at BSA Space in which Mayor Walsh announced the winners to a crowd of over 200. 133 individuals and teams entered the competition: 99 graphic entries and 34 essays. A small exhibit of selected entries is in the works for BSA Space sidewalk gallery. A separate RFP for the bridge is due to be issued by the City later this year.

Housing: BSA President Tamara Roy AIA and Gretchen have been working with the Mayor's Housing Innovation Lab and DND through a series of neighborhood conversations in Garrison Trotter (Roxbury) to establish community aspirations for the upcoming Housing Innovation Competition. Designer/developer teams will be invited to propose compact units for several DND-owned parcels. An RFP will be issued this summer. Activities will be coordinated with the arrival of the Urban Housing Unit (“uhu”), as well as with the fall "One Room Mansion" exhibit at BSA Space.

Transportation: BSA Space hosted Go Boston 2030 on June 6 as they released and discussed the Draft Report of the "Vision Framework." They're still accepting feedback at goboston2030.org. The final report will be released later this summer. Meanwhile, BSA Foundation will be supporting the emerging Fairmount Indigo corridor by creating a series of illustrated 'visions', based on existing plans, at the request of the Boston foundation.

Sumner School: In the aftermath of arson that burned Roslindale’s Sumner School elementary school playground, the BSA Foundation has started to assist parent and school leadership organize a larger long term schoolyard visioning/planning effort, and support the school community as they seek temporary short term solutions that build on the content and contacts from Extraordinary Playscapes

Syrian Refugee Response: The planning committee continues to meet regularly. Currently working on establishing local partners in Lebanon as well as gathering key allies in Boston. Tentatively aiming for a public event/discussion early fall, with a charrette at ABX.

Programs & Events This spring launched the BSA’s Equity Roundtable. Chaired by Karen Robichaud of Payette, the roundtable’s goal is make Boston the most equitable place to practice architecture. Their first public event was on June 16th called “The ABC’s of Implicit Bias”. This program helped to define implicit bias’s in the workplace and brought in an exciting new group of diverse and passionate individuals to the BSA. The roundtable is currently planning their Fall programming.

http://www.architects.org/programs-and-events/equity-roundtable

The Emerging Professionals Network had a stellar spring in terms of programming. This past spring they hosted 5 programs on getting licensed and getting hired, from taking your ARE’s (4.0 vs. 5.0 that is coming later this year), to speed portfolio review with firm leaders. These programs have brought in many new faces to the BSA, from college students and recent grads, to second career architects. The Leadership Lunch program is also underway this year with over 45 “EP’s” and 9 firms participating including: Elkus Manfredi, Doris Cole Architects, Goody Clancy, Wilson Architects, Safdie Architects, Ann Beha Architects, Utile, Populous, and Payette. The committee’s core planning group has also tripled in size this year, leading to a strong following and exciting programs planned for the second half of the year.

The summer CE workshops (in their 6th year) will be the week of August 15-19, and provide over 18 HSW credits for individuals who still need credits prior to the August 31st state deadline. Also included in the workshops are two REVIT workshops (for beginners and AIA Fellows), led by the REVIT Users Groups committee chairs. These intense sessions will provide a change to advance your skills in this important software. The remainder of the summer months are lighter on one-off professional programs so planning is underway to make the second half of 2016 packed with quality events!

Communications The new exhibition Extraordinary Playscapes has received great press including significant coverage in the Globe, while our Architectural Cruise, in partnership with the Charles River Boat Company and Boston by Foot, is being featured on WCVB’s Chronicle, which features an interview with BSA Foundation Vice-Chair Laura Wernick FAIA. Toronto Star reporter Rick McGinnes engage Foundation Chair Mike Davis FAIA on a familiarization tour of Fort Point.

The 2016 Homeowner's Project Handbook has been published and distributed to over 10,000 homes in the Greater Boston area. The online version will be live within a week and the next issue is in the works with a summer roundtable planned for improvements.

We have increased our documentation of day-to-day events through photography and have used photos to increase our social media presence and share the Foundation's impact through weekly impact stories.

Since the creation of the BSA's Instagram account last summer, we have almost 1,000 followers.

http://www.architects.org/committees/emerging-professionals-network

http://www.architects.org/programs-and-events/codes-workshops

Recent Press (stories on the BSA and its members):

Playing with fire (and playground design) (cbc.ca) The playground of the future is here (bostonglobe.com) The List: Most architectural firms report increases in Mass. billings in 2015 (Boston Business Journal) New exhibition at Boston Society of Architects Space explores playground design (archpaper.com) Can Micro-Apartments Become a Macro Housing Solution for Boston? (bostinno.streetwise.co) Leveling the Playground at BSA Space (bostonmagazine.com) Exploring the landscapes and structures of Boston with Common Boston (evolvingcritic.net) A new movement in playground design takes them far from the usual (bostonglobe.com/magazine) 'Extraordinary Playscapes' to Go On Display in Boston (boston.curbed.com) View the Winning Designs for the Northern Avenue Bridge Competition (northendwaterfront.com) BostInno Approved: What's Fun in Boston the Week(end) of June 2 (bostinno.streetwise.co) On Northern Ave. Bridge, speak up or hold your peace (bostonglobe.com) Common Boston: One Weekend. Your City Unlocked (cambridgema.gov) Daily Architecture Cruises to celebrate Boston’s architecture (northendwaterfront.com) 10 Fabulous Ideas for Redoing/Replacing Boston's Old Northern Avenue Bridge (boston.curbed.com) Unlocking boston: 14 must-see sites at this year’s Common Boston festival (evolvingcritic.net)

Boston Architecture Cruises Kick off Memorial Day Weekend (bostonmagazine.com) Here are the winning designs for a revamped Northern Avenue Bridge (bizjournals.com) Five things to do in and around Boston, May 30-June 5 (bostonglobe.com) Here's What the New Northern Avenue Bridge Could Look Like [Renderings] (bostinno.streetwise.co) City weighs submissions for new Northern Avenue Bridge (bostonglobe.com) Final 4 design contenders chosen in bridge contest (bostonherald.com) A hot-market conundrum: find a new home or build an addition? (bostonglobe.com) Wednesday’s 3 Things & Photo: Northern Ave. Bridge, Double Header, Santarpios North End? (northendwaterfront.com) State of Play: How Architects and Designers are Rethinking America’s Playgrounds (curbed.com) Get Jealous Of Kids Today With These Photos Of The World's Most Creative Playgrounds (fastcoexist.com) Report: Boston Arts Scene Faces Divisions, Opportunities (artery.wbur.org) Crossing that bridge: Northern Avenue design ideas span world (bostonherald.com) They like playing bridge (bostonglobe.com) Smithsonian Cooper Hewitt Design Awards 2016: Moshe Safdie, Bruce Mau Among Winners (ca.blouinartinfo.co)The 2015 Design Award Winners: Boston Society of Architects (designtrends.com)

THE BOSTON SOCIETY OF ARCHITECTS

Financial Statements

December 31, 2015 and 2014

(With Independent Auditors' Report Thereon)

Nnnornn & Tlvton, LLpCE RT I F I ED P U B LIC ACCOUNIANI.ç

24 Hartwell AvenueLexington, Massachusetts 02420

Telephone: 7 B1 862-6833Facsimile: 781 862-8277

INDEPENDENT AUDITORS' REPORT

The Board of DirectorsThe Boston Society of Architects:

Report on the Financial Statements

We have audited the accompanying financial statements of The Boston Society of A¡chitects(the "Society"), which comprise the statements of financial position as of December 31,2015and 2014, and the related statements of activities and changes in net assets and cash flows forthe years then ended, and the related notes to the financial statements.

Mønagement's Responsíbilìly tor the Finøncìal Slatemenß

Management is responsible for the preparation and fair presentation of these financialstatements in accordance with accounting principles generally accepted in the United States

of America; this includes the design, implementation, and maintenance of internal controlrelevant to the preparation and fair presentation of financial statements that a¡e free frommaterial misstatement, whether due to fraud or error.

A udilors' Re sp ons i bilíty

Our responsibility is to express an opinion on these financial statements based on our audits.We conducted our audits in accordance with auditing standa¡ds generally accepted in the

United States of America. Those standa¡ds require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements a¡e free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders intemal control relevant to the entity's preparation and fair presentation of thefinancial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of theentity's intemal control. Accordingly, we express no such opinion, An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness ofsignificant accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion.

1

Opiníon

In our opinion, the financial statements referred to above present fairly, in all materialrespects, the financial position of The Boston Society of Architects as of December 31,2015and 2014, and the changes in its net assets and its cash flows for the years then ended inaccordance with accounting principles generally accepted in the United States of America.

rl^ ,Jl¿lb o,{ L,LuP

April28,2016

2


Statements of Financial Position

December 31, 201 5 and 2014

Assets

Current assets:

Cash and cash equivalents

Accounts receivable, net ofallowance for doubtful accounts

of $3,21 1 in 2015 and2014Due from allied organizationsPrepaid expenses and other current assets

Accrued interest and dividends receivableShort-term investments, at fair value

Total current assets

20ts 2014

s 537,743 $ 431,705

231,449I 15,681140,33125,729

2,4gg,g4g

165,22072,414

156,2r026,652

2,957,133

3,540,881 3,803,334

Property and equipment, at cost:

Furniture and fixturesComputer software and equipment

Leasehold improvements

Less: accumulated depreciation and amortization

Net property and equipment

Long-term investments, at fair value

Deposits

Total assets

2,725,787 2,977,579

1,022,062

443,943

1,019,275

443 131

$ 7,732,673 S 8,237,319

$ 401,359

624,834113,676

$ t26,164g48,g6g

91,077

400,000

34,82336,9541,176,923 1,501,032

223,345550,670

3,334,269

215,765

526,841

3,334,268

4,108,283(1,382,496)

4,076,974(1,105,295)

Liabilities and Net Assets

Current liabilities:Accounts payable and accrued expenses

Deferred revenue

Due to allied organizations

Note payable, current

Customer deposits

Total current liabil ities

Deferred rentDeferred lease incentives, net of amortization

Total liabilities

Net assets:

Unrestricted

529,9031,035,614

5t6,1371,100,647

2,742,340 3,117,916

4,990,333 5,119,503

Total liabilities and net assets s 7,732,673 S 8,237,319

The accompanying notes are an integral part ofthesefinancial statements.

-t


Statements of Activities and Changes in Net Assets

For the Years Ended December 31,2015 and 2014

Revenue:

Membership dues and assessments

Professional and member services

Industry conventions and tradeshows

Rental income

Miscellaneous income

Total revenue

Operating expenses:

Professional and member services

Industry conventions and tradeshows

Salaries, payroll taxes and other benefits

Building expenses

Other operating expenses

Interest expense

Total operating expenses

Deficiency ofrevenue over expenses from operations

Other income (expenses):

Interest and dividendsNet realized and unrealized gains (losses) on investments

Investment advisory fees

2015 2014

s 1,946,5751,018,717

2,531,561103,133

$ 1,956,7391,123,6062,425,591

105,74012,9862 850

5 602 836 5 62

r,481,2761,547,7481,745,832

616,908381,081

r.283

1,390,162

1,535,276

1,925,130629,370457,676

14,361

5,77 4 128

171,292)

5,951,97 5

131,635(54,960)(34,553\

27 3l

144,16233,744

(37,622)

Decrease in unrestricted net assets

Unrestricted net assets, beginning of year

Unrestricted net assets, end ofyear

5

$4 I 19,503

42 122

(129,170)

I 19 s03

990

140,284

(187,029)

5,306,532

33$s,

The accompanying notes are an integral part of these financial statements

4


Statements of Cash Flows

For the Years Ended December 31,2015 and 2014

Cash flows from operating activities:Decrease in net assets $

Adjustments to reconcile decrease in net assets

to net cash provided by (used in) operating activities:Increase in deferred rentDepreciation and amortization of property and equipment

2015 20r4

(129,170) $ (187,029)

Amortization of deferred lease incentivesNet realized and unrealized losses (gains) on investmentsChanges in operating assets and liabilities:

Accrued interest and dividends receivableAccounts receivablePrepaid expenses and other current assets

Accounts payable and accrued expenses

Due tolfrom allied organizationsDeferred revenue

Net cash provided by (used in) operating activities

13,766

277,201(65,033)

54,960

923(66,229)15,879

275,195(20,668)

(224,134)

13,765

324,359(65,033)(33,744)

6,457

114,478

48,160

(282,530)11,157

(92,649)132,690 (142,609)

Cash flows from investing activities:Purchases of investmentsProceeds from sale of investmentsPurchases of property and equipmentIncrease in deposits

Increase in customer deposits

Net cash provided by investing activities

Cash flows from financing activities:Repayments on note payable

Net cash used in financing activities

(3,809,511)4,212,949

(31,409)(812)

2,131

(5,476,217)

5,814,952(8,242)

(36, I 65)2,215

373,348 296,543

(400,000)(400,000)

Increase (decrease) in cash and cash equivalents 106,038 (246,066)

Cash and cash equivalents at beginning ofyear 43t 705 677 771

Cash and cash equivalents at end ofyear s 537 ,7 43 $ 431,705

The accompanying notes are an integral part of these financial statements

(400,000)(400,000)

5

(continued)


Statements of Cash Flows (Continued)

For the Years Ended December 31, 2015 and 2014

2015 2014

Supplemental cash flow data;

Cash paid for interest $ 1,283 $ 14,361

The accompanying notes are an integral part of these Jìnancial statements

6


Notes to Financial Statements

December 3I, 2015 and 2014

The Boston Society of Architects (the "Society" or "BSA") was incorporated inMassachusetts as a not-for-profit membership organization whose purpose is to serve

members and the general public within the following broad areas: education, ethicalpractices, advancement of the profession, publications, advocacy of the profession, and othermember and public services. The Society is the American Institute of Architects chapter ineastern Massachusetts. The Society derives its revenues from membership dues and

programs, tradeshows, advertising in its magazine, newsletters and website, other activities,and investment income.

(2) Summary of Significant Accounting Policies

(a) Net Asset Categories

The Society reports information regarding its financial position and activities according tothree classes of net assets: unrestricted, temporarily restricted and permanently restricted.

Unrestricted net assets represent net assets without existing donor-imposed stipulations as totheir use by the Society. Temporarily restricted net assets are net assets with donor-imposedtime or purpose restrictions that have not yet expired or been met by the Society. It is the

Society's policy to treat as unrestricted support contributions with donor-imposed restrictionswhen those restrictions are met in the same year the contribution is received. Permanentlyrestricted net assets are assets with donor-imposed restrictions that require the amount to be

held in perpetuity by the Society. As of December 31,2015 and 2014, all of the Society's net

assets were classif,red as unrestricted.

(b) Revenue Recognition

Revenue from membership dues and assessments are recognized ratably over the term of the

membership. Revenue from professional and membership services, including advertising,are recognized in the period when the services are rendered. Revenues from industryconventions and tradeshows are recognized in the period when these events are held.

Contributions are recognized as revenue in the period when assets are unconditionallypromised to the Society, or if not previously unconditionally promised to the Society, in theperiod when the assets are received. Rental revenues are generated primarily from the short-term rental of certain areas of the office and exhibit space occupied by the Society to thirdparties who hold events, functions or meetings in the space. Rental revenues are recognizedratably over the period of use by the third party, which is generally one day.

7 (Continued)




(c) Cash and Cash Equivalents

Short-term investments that are highly liquid, readily convertible into cash and have originalmaturities of three months or less are considered to be cash equivalents.

(d) Investments

Investments in marketable securities with readily determinable fair values and investments indebt securities are valued at their fair values in the statement of financial position. Realizedand unrealized gains and losses are reported as changes in unrestricted net assets.

(e) Accounts Receivable

Accounts receivable are stated at the amounts management expects to collect fromoutstanding balances at year-end. The Society maintains an allowance for doubtful accounts

at an amount the Society estimates to be sufficient to provide adequate protection against

losses resulting from extending credit to customers. In judging the adequacy of the

allowance, the Society considers multiple factors including historical bad debt experience,

the general economic environment, the need for specific customer reserves and the aging ofreceivables. Management will charge off to the allowance any balance that remains after ithas exhausted all reasonable collection efforts and concludes that additional collection effortsare not cost-justified. Accounts receivable are considered past due based on contractualterms.

(f) Propertv and Equipment

Property and equipment are stated at cost or estimated fair market value at the time ofdonation if donated to the Society. Amounts over $1,000 with useful lives greaterthan oneyear are capitalized. Repairs and maintenance are expensed when incurred. Depreciationand amortization is provided for on the straight-line method over the estimated useful lives ofthe assets as follows:

3-5 years3-7 yearsShorter of estimated useful life or remainingterm oflease

(g) Operating Leases

The Society leases offrce space in Boston, Massachusetts. Minimum rental expense,

including minimum scheduled rent increases under non-cancellable operating lease

agreements is recognized on a straight-line basis over the lease term. The lease term is 20

Computer software and equipmentFurniture and fixturesLeasehold improvements

8 (Continued)




years. The straight-line rent calculation and rent expense includes the period of time between

taking control of a leased site and the rent commencement date. The Society recognizes the

difference between the recognized straight-line rental expense and the amounts payable

under the lease as a deferred rent liability. Tenant allowances from the landlord are recordedas liabilities when received and are reported as deferred leasehold incentives, net ofamofüzation.

(h) Deferred Revenue

Deferred revenue represents revenue, such as dues and special membership assessments,

received in the current year, which relate to a future reporting period.

(i) Compensated Absences

The Society has not accrued compensated absences because the amount would not be

material to the financial statements.

The Society is a not-for-profit organization exempt from taxation under Section 501(c)(6) ofthe Internal Revenue Code. The Society has reviewed its tax positions and has determinedthat no provision for uncertain tax positions is required for open tax years through December3I,2015. The Society files tax returns in the U.S. federal jurisdiction.

(k) Advertising

The Society publishes a magazine and contracts with a third party to manage the relatedadvertising. The Society pays an advertising sales commission. Advertising productioncosts are expensed as they are incurred and advertising communication costs are expensed

the first time the advertising takes place. Advertising expense was 584,443 in 2015 and

$83,880 in2014.

(l) Use of Estimates

The preparation of financial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimates and

assumptions that affect the reported amounts of assets, liabilities and disclosure of contingentassets and liabilities at the date of the financial statements and the reported amounts ofrevenue and expenses during the reporting period. Accordingly, actual results could differfrom these estimates.

9 (Continued)




(m) Reclassifications

Certain 2014 amounts have been reclassified to conform to the 2015 presentation. These

reclassifications had no effect on previously reported results ofoperations or net assets.

(n) Risks and Uncertainties

Financial instruments, which potentially subject the Society to concentrations of credit risk,consist principally of cash and cash equivalents, investments and accounts receivable. TheSociety places its temporary cash investments with creditworthy, high-quality financialinstitutions.

The Society maintains its cash balances in one financial institution located in Boston,Massachusetts. The Federal Deposit Insurance Corporation (FDIC) insures deposits at

member banks up to $250,000 per depositor, per bank. At December 31, 2015, the Society'suninsured cash balances at the bank totaled $728,005.

The Society's investment securities, including temporary investments in cash equivalents, are

held by a brokerage firm that is a member of the Securities Investment ProtectionCorporation (SIPC). Securities held by member brokerage ftrms, including up to $250,000of cash equivalents, are insured by the SIPC up to $500,000 per customet, per brokeragefirm. SIPC protection would be triggered only in the event of a financial failure and

liquidation of a participating brokerage firm or if the customer's securities are not returned,This protection does not cover investment losses in customer accounts due to marketfluctuation or other claims for losses incurred while the brokerage firm remains in business.

Investment securities are exposed to various risks, such as changes in interest rates or creditratings and market fluctuations. Due to the level of risk associated with certain investmentsecurities and changes in the market value of investment securities, it is possible that thevalue of the Society's investments and total net assets balance could fluctuate materially.

Accounts receivable represent amounts related to the Society's sale of advertising, trade

show revenue (lllote 8), and other miscellaneous sources of income. It is the Society'spolicy, with respect to the credit risk of receivables, to evaluate, prior to the extension ofcredit, any potential debtor's financial condition and determine the amount of open credit tobe extended. The carrying amounts of cash, receivables, accounts payable and accrued

expenses approximate fair market value because of the short-term nature of these items.

10 (Continued)



December 3 l, 2015 and 2014

(3) Investments

Investments consist of marketable securities and money market funds held for investment,which are stated at fair value and summarized as follows as of December 3 1 :

2015 2014

CostFair

Value CostFair

Value

Money market fundsU.S. equity secwitiesMortgage and asset-backed

securities

U.S. corporate bonds

International bonds

U.S. Treasury and U.S.government agencies

$ 1 10,713

1,132,860

80,477I,442,864

232,975

$ 110,713

1,216,427

99,773r,422,824

228,678

$ 92,0181,772,525

108,4931,602,471

327,66r

$ 92,018l,3lg,369

r30,020r,604,400

321,204

432,r42 433,595

$ 3,512,010

485,828 503,397

s 3,432,031 s 3,728,996 $ 3,970,408

Following is a reconciliation of total return on investments to the statement of activities forthe years ended December 31:

2015 2014

Interest and dividendsNet realized gains on sales of investmentsNet unrealized losses in fair market value

of investmentsInvestrnent advisory fees

$ 131,635

108,555

(163,515)(34,553)

s 144,162

82,720

(48,976)(37,622)

Total return on investments s 42,122 $ 140,284

(4) Fair Value Measurements

The Society has implemented the requirements of FASB ASC 820-10 Fair ValueMeasurements and Disclosures for its financial assets and liabilities. ASC 820-10 refines thedefinition of fair value, establishes a framework for measuring fair value, and expandsdisclosures about fair value measurements. The standard defines fair value as the price that

1l lContinued)




would be received to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants. The standard requires the use of market-based information overentity-specific information, when available, and establishes a three-level hierarchy formeasuring fair value based on whether the inputs to a fair value measurement are considered

to be observable or unobservable in an active marketplace.

The hierarchy requires the use of observable market data when available. These inputs have

created the following fair value hierarchy:

Level I - Valuation based on quoted market prices in active markets for identical assets orliabilities that the Society has the ability to access as of the reporting date, and where

transactions occur with sufficient frequency and volume to provide pricing information on an

ongoing basis.

Level 2 -Yaluation based on inputs other than quoted prices within Level 1. For example,

quoted prices for similar assets in active markets or quoted prices for identical assets ininactive markets, in which there are few transactions, prices are not current, or prices varysubstantially over time.

Level 3 - Valuation based on inputs that are unobservable and significant to the fair valuemeasurement of the asset or liability. Unobservable inputs are supported by little or no

market activity as of the measurement date and therefore reflect the entity's own assumptions

about what market participants would use in pricing the asset or liability using the best

information available under the circumstances. The following is a description of the

Society's valuation methodologies used for assets measured at fair value:

Money Market Funds: The fair value of money market funds is based on quoted net asset

values at the end of the business day. Due to the short-term nature of the investments, thefair value is expected to approximate cost.

Equity Securities, Mortgage and Asset-Backed Securities, Corporate Bonds and U.S.

Treasury and U.S. Agencies: The fair value of these securities is based on the closing pricesreported in the active market in which the individual securities are traded. These securitiesare classified as level I financial instruments as they are valued on an active exchange usingprices provided by broker/dealers who actively make markets in these securities.

The following table sets forth, by level within the fair value hierarchy, the Society's assets atfair value:

t2 lContinued)

December 31, 2015




Total Level l Level2

$ $

Level3

Investments:

Money market funds

U.S. equity securities

Mortgage and asset-

backed securities


Intemational bonds

U.S. Treasury and U.S.

government agencies

I)ecember 31,2014

110,713

1,216,427$ I 10,713

1,216,427

$

99,773

1,422,824

228,678

433

99,773

1,422,824

228,678

595 433,595

$ 3,512,010 $ 3,512,010 $

Total Level I

$

Level2 Level3

Investrnents:

Money market funds

U.S, equity securities

Mortgage and asset-

backed securities


Intemational bonds

U.S, Treasury and U.S

government agencies

$ 92,0181,319,369

130,020

l,604,4oo321,204

$ 92,018

1,319,369

130,020

l,604,4oo321,204

$ $

503,397 503.397

$ 3,970,408 $ 3,970,408 $

(5) Internal Use Software Development Costs

The Society has capitalized certain internal use software development costs incuned under

contracts with vendors to develop a database and website net\¡/ork system. The database was

completed and placed in service in September 2010. Subsequent upgrades and enhancements

have also been capitalized. Total costs of $162,550 as of December 31, 2015 and 2014,respectively are included in computer software and equipment on the statement of financialposition and are being amortized over the expected useful life of five years.

The website was completed and placed in service in 2011. Total costs of $169,405 are

included in computer software and equipment on the statement of financial position as of

$

I3 (Continued)



December 3I, 201 5 and 2014

December 31,2015 and2014 and are being amofüzed over the expected useful life of fiveyears.

During the years ended December 31, 2015 and 2014, the Society incuned amofüzationexpense on internal use software of $66,049 and 575,249 respectively. Accumulated

amofüzation for internal use software was $354,44I and5288,392 as of December 31,2075and 20 I 4, respectively.

(6) Leasehold Improvements

Under the Society's lease agreement for off,rce space (see Note 9), the landlord agreed to pay

approximately 50Yo of the actual cost of the leasehold improvements, up to an agreed upon

tenant allowance. The construction was substantially completed in December 201I when the

leasehold improvements were placed in service.

All improvements to the space are shown in leasehold improvements on the Society's

statements of financial position at December 31, 2015 and 2014, in the amount of83,334,268. The Society will recognize the incentive on a straight-line basis over the lease

term as a reduction of rental expense. The unamofüzed portion of the deferred lease

incentive amounted to $1,035,614 and 5I,100,647 as of December 31,2015 and 2074,respectively, net of accumulated amortization of $265,040 and $200,007 as of December 31,

20I 5 and 201 4, respectively.

(7) Deposits

During December of 2010, the Society transferred $400,000 to a letter of credit held by a

bank as escrow for the Society's lease commitment for office space located at290 Congress

Street Q.{ote 9). The letter of credit will be reduced to $300,000 on November l, 2016, thefifth anniversary of the rent commencement date, and by additional $100,000 incrementsevery five years through the end of the 2)-year lease term.

(8) Consultine Agreement

On December 1, 2011, the Society entered into an agreement with an entity that became the

exclusive seller on behalf of the Society of booth, sponsor and event-related sales for the

Architecture Boston Exposition Tradeshow. The agreement is for a period of five years, and

is renewable upon agreement between the parties. This agreement may be terminated with 90

days written notice by either party. However, if the contract is terminated for any reason, the

Society is obligated to pay this entity a residual sales commission on revenue from allexisting event customers at a rate of 27%o for a period of two years. This entity also has

t4 lContinued)




separate agreements with the Society related to the sale of advertising space in the Society'spublications and through other forms of media.

During the year ended December 31,2075, $2,350,007 (41.86%) of total revenue was earned

through this customer. As of December 3I,2075, $198,938 (84.78%) of accounts receivablewas due from this same customer.

During the year ended December 31,2074, 52,220,865 (395%) of total revenue was earned

through this customer. As of December 31, 2074, $144,840 (87.66%) of accounts receivablewas due from this same customer.

(9) Operating Leases

The Society leases office space in Boston, Massachusetts under an operating lease expiringon October 3I,2031 (the "Lease Agreement") with an option to renew for an additional one

or five years at the fair market rental rates. Under the terms of the Lease Agreement, the

Society was granted access to the property on April I,20ll in order to make improvementsprior to occupying the premises. Rental payments commenced on November 1, 2011.

The Society leases offrce equipment under long-term operating leases expiring on variousdates through May of 2018.

Rent expense under these leases for the years ended December 31, 2015 and 2014 was

$356,709 and 5357,121, respectively. Future minimum rental payments under non-cancellable operating leases are as follows for the years ending December 31:

20r6201720t820192020Thereafter

$ 410,261429,800427,000425,000425,000

4,979,161$ 7,096,228

( I 0) Commitments and Contingencies

During the year ended December 37, 2015, the Society extended their agreement with a

company to provide logistics and other services at its 2016,2017 and 2018 tradeshows, TheSociety made purchases of $165,460 and $178,131 under this agreement during the years

ended December 3I,2015 and2014, respectively. The Society estimates that it will make

15 lContinued)




purchases between $ 165,000 and $ 185,000 under this agreement for the 2016,2017 and 2018

tradeshows.

In 2014, the Society entered into agreements to hold its annual tradeshow at a convention

center in Boston, Massachusetts in November of 2015, 2016 and 2017. During the year

ended December 31,2015, the Society made purchases of $173,560 under the agreement'

The remaining two agreements require the Society to provide the convention center with

minimum license fees of 5174,164 and $179,389 for the 2016 and 2017 tradeshows,

respectively.

(11) Lone-Term Note Payable

On November 18, 20II the Society borrowed $1,200,000 from a financial institution under a

note payable agreement (the "Note"). The outstanding loan balance was $400,000 as ofDecember 31,2074, and was paid in full in February 2015. Under the terms of the Note, as

amended, all outstanding principal was to be repaid to the financial institution in February

2015 (the "Maturity Date") and no principal payments were required to be made between

January 1,2015 and the Maturity Date. The Note bore interest at a variable rate equal to the

financial institution's "base rate" less 0.5% (2.75o/o atDecember 31,2014)' The Note was

collateralized by a security interest in the Society's investment securities, which are held at

the fi nancial institution.

( 12) Related-Partv Transactions

The Society provides administrative services to four other architectural not-for-profit

organizations: AIA Massachusetts, AIA Central Massachusetts, Western Massachusetts

AIA, and the BSA Foundation (formerly the "Boston Foundation for Architecture").

AIA Massachusetts

AIA Massachusetts is a state organization of the American Institute of Architects. Most AIAMassachusetts revenue is derived from the Society through dues assessed to Society

members who are licensed architects. Dues expenses of 5100,776 and $105,872 are included

in professional and member services on the Society's statements of activities for the years

ended December 31, 2015 and 2014, respectively. As of December 37, 2015 and 2014,

$100,776 and $80,906 were payable to AIA Massachusetts and are included in due to allied

organizations on the Society's statements of financial positions.

During 2015 and 2014 the Society billed AIA Massachusetts for administrative fees and

expense reimbursements totaling 94,756 and $5,536, respectively, which are included inprofessional and member services revenue on the Society's statements of activities.

16 (Continued)




Expenses incurred by the Society on behalf of AIA Massachusetts for the years ended

December 31,2015 and 2014 of $5,343 and $1,110, respectively, are included in professional

and member services expenses. As of December 31, 2015 and 2014, amounts receivable

from AIA Massachusetts of $79,690 and 549,272, respectively, are included in due from

allied organizations on the Society's statements of financial position.

Local AIA Chapters

The Society has agreements with AIA Central Massachusetts and Vy'estern Massachusetts

AIA to provide them with management services. During the years ended December 31,

2015 un¿ 2014, the Society billed AIA Central Massachusetts 54,029 and $4,020,

respectively, and Western Massachusetts AIA $3,059 and $3,046, respectively, for

administrative fees and expense reimbursements which are included in professional and

member services revenue on the Society's statements of activities. As of December 37,2015

and 2014, amounts receivable from AIA Central Massachusetts were $1,003 and $1,004,

respectively, and amounts receivable from Western Massachusetts AIA were $756 and $844,

respectively. These receivables are included in due from allied otganizations on the

Society's statements of financial position as of December 31 ,2015 and20l4.

The Society collects member payments on behalf of the allied organizations as part of itsduties under the management contracts. As of December 31, 2015 and 2074, amounts

payable to the Western Massachusetts AIA were $6,015 and $8,740, respectively, and

ãmounts payable to AIA Central Massachusetts were $100 and $0, respectively. These

amounts are included in due to allied organizations on the Society's statements of financial

position as of December 31,2015 and20l4.

BSA Foundation

The BSA Foundation (the "Foundation") is a not-for-profit public charity under Section

503(cX3) of the Internal Revenue Code.

On March 17,2014, the BSA entered into a one-year transition agreement with the

Foundation, oveÍseen by a joint committee. The purpose of the agreement was to develop a

joint strategic collaboration plan that allowed the Foundation to carry out the public

educational programs and related fundraising that were historically developed and operated

by the BSA. All activities undertaken via the collaboration are intended to further the

Foundation's charitable mission. Initial areas of collaboration included civic initiatives,

exhibitions, lectures, forums and symposiums.

On May 7,2015, the BSA Foundation and the BSA entered into a joint collaboration

agreement for a period of five years that may be renewed for subsequent two-year terms

l7 (Continued)




unless terminated earlier by either party. Under the provisions of the agreement, the

Foundation agrees to pay the BSA for services rendered by the BSA. The agreement

includes an expense-sharing arrangement whereby specified personnel, facilities and services

costs are directly allocated to the Foundation. All BSA employees and contractors who work

on Foundation programs and activities remain employees and contractors of the BSA, and the

BSA has sole responsibility for terms of employment and contractor arrangements. The

Foundation's responsibility is to focus its attention on public outreach and engagement for

the beneht of the joint organizations. The BSA will support the Foundation by participating

in necessary meetings and by sharing its staff and operating resources, The BSA willcontinue to pursue its professional programs that support the creation of architecture,

including expositions, committees, websites and design awards.

During 2015, the BSA provided financial support to the Foundation in the amount of$427,935, paid in monthly installments. There was no direct financial support to the

Foundation during 2014. During the years ended December 31,2015 and2014, the BSA

also incurred operating expenses on behalf of the Foundation. Total Foundation support and

expenses of 5448,274 and $31,401 for the years ended December 31, 2015 and 2014,

respectively, are included in professional and member services expenses in the BSA's

staiements of activities and changes in net assets. During the year ended December 3I,2075,the BSA collected program fees and donations totaling $16,884 on behalf of the Foundation'

As of December 31,2015 and 2014, amounts payable to the Foundation were $6,785 and

$1,431, respectively.

During 2015, certain BSA employees worked directly for the Foundation. In accordance

with the terms of the 2015 agreement, the BSA allocated these salaries, payroll taxes and

benefits to the Foundation. For the year ended December 31,2015, salaries, payroll taxes

and benefrts in the BSA's statements of changes in net assets have been reduced by the

allocated amount of $2t6,647. There were no such allocations during 2014.

During the years ended December 31, 2015 and 2014, the BSA charged the Foundation

527,087 and $40,001, respectively, for administrative fees and expense reimbursements.

These amounts are included in professional and member services revenue in the statements

of activities and changes in net assets. As of December 3I,2015 and 2014. The BSA has

amounts receivable from the Foundation of 534,232 and $2I,294, respectively, which are

included in due from allied organizations.

ll3) Defined Contribution Pension Plan

The Society has in effect a qualified profit-sharing retirement plan covering all eligible

employees, established under Internal Revenue Code Section 401(k). Each eligible

l8 lContinued)




participant may elect to defer up to I5%o of compensation subject to IRC limitations' The

Society made matching contributions of $29,931 and $27,734 in20l5 and2014, respectively.

(14) Subsequent Events

The Society has evaluated all subsequent events through April 28, 2016, the date the

financial statements were available to be issued'

t9

,M Nnnotua & TAYLoR/ LLP 24 Hartwell AvenueLexington, Massachusetts 02420

CE RTI F I E D PU ELIC ACCOUNT,ANIS

Telephone: 7 81 862-6833Facsimile: 781 862-8277

May 5,2016

To the Audit CommitteeThe Boston Society of Architects290 Congress Street #200Boston, MA02210

In planning and performing our audit of the financial statements of The Boston Society ofA¡chitects (the "Society") as of and for the year ended December 31,2015, in accordance withauditing standards generally accepted in the United States of America, we considered the Society'sinterrral control over financial reporting (internal control) as a basis for designing audit procedures

that are appropriate in the circumstances for the purpose of expressing our opinion on the financial

statements, but not for the purpose of expressing an opinion on the effectiveness of the Society's

intemal control. Accordingly, we do not express an opinion on the effectiveness of the Society'sinternal control.

Our consideration of internal control was for the limited purpose described in the preceding

paragraph and was not designed to identify all deficiencies in internal control that might be

material weaknesses or significant deficiencies and, therefore, material weaknesses or significantdeficiencies may exist that were not identified. However, as discussed below, we identified cert¿in

deficiencies in intemal control that we consider to be significant deficiencies.

A def,rciency in intemal control exists when the design or operation of a control does not allowmanagement or employees, in the normal course of performing their assigned functions, to prevent,

or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or acombination of deficiencies, in internal control, such that there is a reasonable possibility that amaterial misstatement of the Society's financial statements will not be prevented, or detected and

corrected on a timely basis.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control thatis less severe than a material weakness, yet important enough to merit attention by those charged

with governance. We consider the following deficiencies in the Society's internal control to be

si gnificant deficiencies :

Customer Deposits - ARE Materials

During our audit, we noted that the ARE study resources liability account includes deposits formaterials that were loaned to members and nonmembers in previous years. The liability account

may be overstated if it includes old deposits that will not be returned to the borrowers.

I

We recommend that the Society review thefi¡rther action is required or whlther the amrecommend that management establish time Iinformation to the borrowers at the time the m

During our audit, we noted that the r,backtã 2w arñ20t4. rheriabili Yu, ff3,i'.':ïiiä:account that should be refunded to pl BSA Space.

iety periodicaily review the individuar deposits in the account andparties that have previously rented the såciety', ,pu"" but do not

Accounts Payable

During our audit' we noted that the society does not keep the packing slips for physical goods

åï,i:::t and received' Expenses or fixed assets

"oul,luã oversrated for goods paid for but nor

rececan

dbe

that receive membership dues,98-19 to complete Schedule C,repofed to members with the

2

,M Nnnotttn & TAYLIR/ LLP 24 Hartwell AvenueLexington, Massachusetts 02420

CE RTI F I ED P U B LIC ACCOUNIÁNIS

Telephone: 7 81 862-6833Facsimile: 781 862-8277

May 5,2016

To the Audit CommitteeThe Boston Society of Architects290 Congress Street #200Boston, MA02210

In planning and performing our audit of the financial statements of The Boston Society ofArchitects (the "Society") as of and for the year ended December 31,2015, in accordance withauditing standards generally accepted in the United States of America, we considered the Society'sinterrral control over financial reporting (internal control) as a basis for designing audit procedures

that a¡e appropriate in the circumstances for the purpose of expressing our opinion on the financialstatements, but not for the purpose of expressing an opinion on the effectiveness of the Society'sinternal control. Accordingly, we do not express an opinion on the effectiveness of the Society'sinternal control.

Our conside¡ation of internal control was for the limited purpose described in the precedingparagraph and was not designed to identify all deficiencies in intemal control that might be

material weaknesses or significant deficiencies and, therefore, material weaknesses or significantdeficiencies may exist that were not identified. However, as discussed below, we identified certiain

deficiencies in internal control that we consider to be significant deficiencies.

A deficiency in intemal control exists when the design or operation of a control does not allowmanagement or employees, in the normal course of performing their assigned functions, to prevent,

or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or acombination of deficiencies, in intemal control, such that there is a reasonable possibility that amaterial misstatement of the Society's financial statements will not be prevented, or detected and

corrected on a timely basis.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control thatis less severe than a material weakness, yet important enough to merit attention by those chargedwith governance. We consider the following deficiencies in the Society's internal control to be

si gnificant deficiencies :

Customer Deposits - ARE Materials

During our audit, we noted that the ARE study resources liability account includes deposits formaterials that were loaned to members and nonmembers in previous years. The liability accountmay be overstated if it includes old deposits that will not be returned to the borrowers.

I

'We recommend that the Society review the individual deposits in the account to determine iffurther action is required or whether the amounts should be written off as income. 'We alsorecommend that management establish time limits to retum the materials and communicate thisinformation to the bonowers at the time the materials are loaned out.

Customer Deposits - BSA Space Rentals

During our audit, we noted that the BSA Space rental liability account included old deposits datingback to 2013 and 2014. The liability account may be overstated if old deposits are included in theaccount that should be refunded to third parties who do not plan to further use the BSA Space.

We recommend that the Society periodically review the individual deposits in the account andretum deposits to those third parties that have previously rented the Society's space but do nothave future plans to do so.

Accounts Payable

During our audit, we noted that the Society does not keep the packing slips for physical goodspurchased and received. Expenses or fixed assets could be overstated for goods paid for but notreceived.

We recommend that individuals who purchase and receive the physical goods retain all packingslips and forward them to the Staff Accountant, who can veriff that the goods were received priorto paying vendors. A copy of the packing slip should be attached to the vendor invoice for futurereference.

Lobbying Exoense Portion of Member Dues

During our audit of the Society and our reviews of AIA Central Massachusetts and WesternMassachusetts Chapter of the AIA, we noted that the deductible portion of membership dues wasomitted on the Society's dues invoice, and was shown as 100% deductible on the 2015 membershipdues invoices for AIA Central Massachusetts and Westem Massachusetts Chapter of the AIA. Asa result, the Society and its allied organizations could be subject to a proxy tax on the amount thatshould be allocated to lobbying activities. We noted that the deductible amount is 9l.25o/o on theSociety's 2016 membership renewal form and is still l00Yofor CMAIA and ÌüMAIA for 2016. Itis our understanding that the forms are prepared by the National AIA for CMAIA and WMAIA.

The Internal Revenue Service requires 501(c)(6) organizations that receive membership dues,assessments or other amounts as defined in Revenue Procedure 98-19 to complete Schedule C,Part III, which compares the percentage of non-deductible dues reported to membe¡s with theactual lobbying and political costs incurred by the exempt organization. If the amount reported as

non-deductible section 162(e) dues is less than the actual expenses for the tax year, the differenceis subject to proxy tax unless it is ca:ried forward and added to the nondeductible lobbying andpolitical expenditures for the next tax year. This may reduce the deductible portion that can be

reported to members in these future years.

2

We recommend that the Society, the AIA Central Massachusetts and the Western MassachusettsChapter of the AIA veriff that the portion of member dues allocated to lobbying activities isconectly calculated and the deductible percentage is properly included on the membership renewalforms each year before the forms are printed and mailed to members. A reasonable percentage forCMAIA and WMAIA is 80%. However, this amount will need to be further reduced in 2017 dueto the required carry forwards from 2015 and2016. The Society's deductible rate of 91.25%appears to be adequate to cover the carryforwa¡d from 2015 and any potential remaining ScheduleC canyforward from the 2016 Form 990.

This communication is intended solely for the information and use of management, the Board ofDirectors and others within the organization, and is not intended to be, and should not be, used byanyone other than these specihed parties.

Nb,.Je tþ J [o' r-t Pq

Na¡della & Taylor, LLP

J

Hello, Jean [Carroon FAIA]: The following current or former chairs of BSA committees request that the following motion be submitted to the BSA Board: Jim Stanislaski, Blake Jackson, Steven Burke, Vernon Woodworth, Henry MacLean, Franziska Amacher, and Peter Papesch. Motion: The BSA is opposed to the introduction of any new fossil fuel supply lines into the Commonwealth of Massachusetts.

White Paper considerations Why should the BSA address piping infrastructure? Because the utility companies are trying to sell gas to major developers, which indirectly involve us architects if we care about fossil fuel instead of renewable energy resources being used by us as we design buildings. Note also the MA-AG’s study: http://www.mass.gov/ago/doing-business-in-massachusetts/energy-and-utilities/regional-electric-reliability-options-study.html Sincerely, Peter Papesch, AIA Co-chair, BSA Sustainability Education Committee Co-chair, Back Bay Green Initiative 617 267-6598

http://www.mass.gov/ago/doing-business-in-massachusetts/energy-and-utilities/regional-electric-reliability-options-study.html

http://www.mass.gov/ago/doing-business-in-massachusetts/energy-and-utilities/regional-electric-reliability-options-study.html

To: BSA Board of Directors Fr: Tamara Roy AIA, President ... · Date: Friday, July 15, 2016 Please...

Documents

Transcript of To: BSA Board of Directors Fr: Tamara Roy AIA, President ... · Date: Friday, July 15, 2016 Please...