2021-04-27T12:36:21-05:00 2020-06-30 541498950 RENNER AND COMPANY CPA PC 700 NORTH FAIRFAX STREET SUITE 400 ALEXANDRIA VA 22314 990 2019-07-01 416030721 UNIVERSITY PROFESSIONAL AND CONTINUING EDUCATION ASSOCIATION UNIV 2026593130 ONE DUPONT CIRCLE NW NO 330 WASHINGTON DC 20036 JESSIE L DANIELS CHIEF FINANCIAL OFFICER 2026593130 2021-02-23 1 ANDREW E YOUNG CPA P01203950 7035351200 2019 2022-09-23 18:48:47Z JESSIE L DANIELS ONE DUPONT CIRCLE NW NO 330 WASHINGTON DC 20036 5043168 0 X WWW.UPCEA.EDU X 1919 DC UPCEA ADVANCES LEADERSHIP IN PROFESSIONAL, CONTINUING, AND ONLINE EDUCATION. 20 20 13 200 51550 -5616 0 0 3651157 3817742 72899 -39054 78940 23677 3802996 3802365 0 0 0 0 1694643 1937767 0 0 524847 1898928 1623369 3593571 3561136 209425 241229 2444692 2911553 1634259 1872788 810433 1038765 X UNIVERSITY PROFESSIONAL AND CONTINUING EDUCATION ASSOCIATION (UPCEA) ADVANCES LEADERSHIP IN PROFESSIONAL, CONTINUING AND ONLINE EDUCATION. THE ASSOCIATION IS DEDICATED TO MEETING THE NEEDS OF PROFESSIONAL MEMBERS AND THE INSTITUTIONS THEY SERVE. 0 0 846442 1305529 ANNUAL CONFERENCE AND SEMINARS: A GATHERING OF HIGHER EDUCATION PROFESSIONALS WHO DEVELOP, IMPLEMENT, AND PROMOTE PROFESSIONAL, CONTINUING AND ONLINE EDUCATION. THE ANNUAL CONFERENCE OFFERS RELEVANT AND ENGAGING WORKSHOPS, A LIVELY EXHIBIT HALL, THOUGHT-PROVOKING KEYNOTE SPEAKERS, AND IN-DEPTH PANEL DISCUSSIONS AND CONCURRENT SESSIONS. A VARIETY OF SPECIAL INTEREST SEMINARS ARE OFFERED TO THE CONTINUING EDUCATION COMMUNITY THAT PROVIDE A FORUM FOR DISCUSSION ABOUT VARYING ASPECTS OF THE FIELD AND SUPPORTS THE DISSEMINATION OF BEST PRACTICES. 427738 258330 REGION ACTIVITIES: UPCEA'S FIVE REGIONS PROVIDE OPPORTUNITIES FOR MEMBERS TO EXAMINE ISSUES OF LOCAL AND REGIONAL IMPORTANCE, TO DEVELOP COLLABORATIVE INITIATIVES, AND TO NETWORK WITH AREA COLLEAGUES. THE ECONOMIES OF GEOGRAPHY ALSO FURNISH COST-EFFECTIVE WAYS FOR NEW AND MID-LEVEL STAFF TO PARTICIPATE IN THE REGIONAL CONFERENCE, WHETHER INDIVIDUALLY OR AS A TEAM. 383513 400058 CENTER FOR RESEARCH & CONSULTING AND CENTER FOR ONLINE LEADERSHIP & STRATEGY: CENTER FOR RESEARCH & CONSULTING CONDUCTS BENCHMARKING STUDIES AND CUSTOMIZED ENROLLMENT AND MARKETING STUDIES FOR MEMBER INSTITUTIONS. THE CENTER FOR ONLINE LEADERSHIP & STRATEGY HELPS MEMBER INSTITUTIONS LEVERAGE ONLINE EDUCATION AS A CRITICAL STRATEGIC ASSET. 392487 1336257 MEMBERSHIP SERVICES: AN INSITUTIONALLY-BASED MEMBERSHIP ORGANIZATION, MEMBERSHIP IS COMPOSED OF REGIONALLY ACCREDITED, DEGREE-GRANTING UNIVERSITIES AND COLLEGES. INDIVIDUALS AT THESE MEMBER INSTITUTIONS ARE ELIGIBLE TO JOIN THE ASSOCIATION AS PROFESSIONAL MEMBERS. THE ASSOCIATION'S MEMBERSHIP HAS APPROXIMATELY 380 INSTITUTIONAL MEMBERS AND AFFILIATES, AND 3,850 PROFESSIONAL MEMBERS.ADDITIONAL PROGRAMS INCLUDE PUBLICATIONS AND COMMUNICATIONS THAT INCLUDE RELEVANT INDUSTRY TOPICS, VARIOUS NETWORK GROUPS AND OPPORTUNITIES, AWARD PROGRAMS, AND OTHER MISCELLANOUS ACTIVITIES IN ALIGNMENT WITH UPCEA'S MISSION. 392487 1336257 2050180 1 0 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 44 0 13 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 20 20 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 DC X THE ORGANIZATION 2026593130 ONE DUPONT CIRCLE NW NO 330 WASHINGTON DC 20036 NELSON BAKER PRESIDENT 5.00 X X 0 0 0 SANDI PERSHING PAST PRESIDENT 5.00 X X 0 0 0 ROVY BRANON PRESIDENT ELECT 3.00 X X 0 0 0 CHRIS SAX SECRETARY/TREASURER 3.00 X X 0 0 0 WILLIAM BAJOR DIVERSITY & INCLUSIVENESS COMMITTEE CHAIR 2.00 X 0 0 0 AARON BOWER DIRECTOR AT LARGE 2.00 X 0 0 0 SUSAN CATRON DIRECTOR AT LARGE 2.00 X 0 0 0 DAVE CILLAY DIRECTOR AT LARGE 2.00 X 0 0 0 NANCY COLEMAN DIRECTOR AT LARGE 2.00 X 0 0 0 SARAH DYSART DIRECTOR AT LARGE 2.00 X 0 0 0 MICHAEL FRASCIELLO MID-ATLANTIC REPRESENTATIVE 2.00 X 0 0 0 BOB HIERONYMUS DIRECTOR AT LARGE 2.00 X 0 0 0 MICHAEL JONES NEW ENGLAND REPRESENTATIVE 2.00 X 0 0 0 TOMEA KNIGHT NETWORK SENATE CHAIR 2.00 X 0 0 0 JIM MORRIS DIRECTOR AT LARGE 2.00 X 0 0 0 JENNI MURPHY WEST REPRESENTATIVE 2.00 X 0 0 0 KAREN PEDERSON DIRECTOR AT LARGE 2.00 X 0 0 0 DICK SENESE POLICY COMMITTEE CO-CHAIR 2.00 X 0 0 0 BOB STINE CENTRAL REPRESENTATIVE 2.00 X 0 0 0 STEVE VANDENAVOND CENTRAL REPRESENTATIVE 2.00 X 0 0 0 ROBERT HANSEN CHIEF EXECUTIVE OFFICER 37.50 X 318762 0 62336 AMY HEITZMAN CHIEF LEARNING OFFICER 37.50 X 188767 0 23680 JULIE URANIS VICE PRESIDENT FOR ONLINE AND STRATEGIC INITIATIVE 37.50 X 137860 0 32782 OPAL HAWKINS CHIEF FINANCIAL OFFICER 37.50 X 137626 0 30609 KIMBERLY ZASKI VICE PRESIDENT, MEMBERSHIP AND STRATEGIC PARTNER 37.50 X 104495 0 12414 887510 0 161821 5 0 1 0 VISION CREATIVE 5598 GENERAL WASHINGTON DR ALEXANDRIA VA 22312 AUDIO EQUIPMENT 116112 1 ANNUAL CONFERENCE AND SEMINARS 611430 1417994 1305529 1300 111165 MEMBERSHIP DUES 900099 1294305 1294305 CENTER FOR RESEARCH AND CONSULTIN 611430 400058 400058 SPONSORSHIPS 900099 319120 319120 REGION ACTIVITIES 611430 317740 258330 59410 68525 18275 50250 3817742 38939 38939 1162810 1166059 74744 -3249 -74744 -77993 -77993 MISCELLANEOUS 900099 23677 23677 23677 3802365 3300174 51550 450641 X 942653 437012 300332 205309 745526 319742 274668 151116 65328 42301 3572 19455 70940 45935 3879 21126 113320 8553 94767 10000 34800 34800 5031 2598 2433 31606 31606 15240 15240 415200 320941 13575 80684 31563 31563 148451 103973 42086 2392 16425 16425 76775 76775 100751 86482 7304 6965 600097 590884 9213 9429 9429 13966 13966 DUES AND SUBSCRIPTIONS 105200 12757 64643 27800 EQUIPMENT 9757 6700 3057 MISCELLANEOUS 5250 5250 STAFF DEVELOPMENT 2284 117 2167 1544 572 972 3561136 2050180 986109 524847 505576 735698 259904 843145 44761 64518 52160 35102 85460 17058 1533967 1240710 5057 5057 9967 5367 2444692 2911553 163866 143083 1444666 1443388 260590 25727 25727 1634259 1872788 X 810433 1038765 810433 1038765 2444692 2911553 241229 -12897 0 X X 0 1 X 1 0 X 3596896 2861209 3061033 3013058 3276497 15808693 568189 586749 489695 1644633 3596896 2861209 3629222 3599807 3766192 17453326 0 45208 110806 6760 325 33869 196968 45208 110806 6760 325 33869 196968 17256358 40216 40639 37218 40479 38939 197491 40216 40639 37218 40479 38939 197491 -6692 -1756 -5616 -14064 17583 2277 78940 23677 122477 3637112 2919431 3662025 3717470 3823192 17759230 0.97170 0.97130 0.01110 0.01150 X 392070 52242 0 444312 376867 65203 50000 392070 281262 97077 1472 376867 270523 17479 6740 281262 196940 73583 270523 1.00000 0 0 4350 1631 2719 47810 33471 14339 17058 DEFERRED RENT 25727 25727 X 3967082 -12897 118110 105213 3861869 15240 -74744 -59504 3802365 3738750 118110 118110 3620640 15240 -74744 -59504 3561136 PART V, LINE 4: BOARD DESIGNATED FUNDS INCLUDE THOSE FUNDS SET ASIDE FOR THE PURPOSES OF REGIONAL ACTIVITIES. PART X, LINE 2: IN ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, ACCOUNTING STANDARDS REQUIRE AN ENTITY TO RECOGNIZE THE FINANCIAL STATEMENT IMPACT OF A TAX POSITION WHEN IT IS MORE-LIKELY-THAN-NOT THAT THE POSITION WILL NOT BE SUSTAINED UPON EXAMINATION. MANAGEMENT EVALUATED UPCEA'S TAX POSITIONS AND CONCLUDED THERE ARE NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS TO COMPLY WITH THE PROVISIONS OF THIS GUIDANCE. PART XI, LINE 4B - OTHER ADJUSTMENTS: RECLASSIFICATION OF LOSS ON DISPOSAL PART XII, LINE 4B - OTHER ADJUSTMENTS: RECLASSIFICATION OF LOSS ON DISPOSAL X X X X 0 0 0 0 0 1 0 0 0 ROBERT HANSEN CHIEF EXECUTIVE OFFICER 318762 0 0 0 0 0 38251 0 24085 0 381098 0 0 0 AMY HEITZMAN CHIEF LEARNING OFFICER 186981 0 1786 0 0 0 22438 0 1242 0 212447 0 0 0 JULIE URANIS VICE PRESIDENT FOR ONLINE AND STRATE 136460 0 1400 0 0 0 16375 0 16407 0 170642 0 0 0 OPAL HAWKINS CHIEF FINANCIAL OFFICER 136300 0 1326 0 0 0 16356 0 14253 0 168235 0 0 0 FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE IS MADE UP OF THE PRESIDENT, PRESIDENT-ELECT SECRETARY/TREASURER, IMMEDIATE PAST PRESIDENT, CHAIR OF THE NETWORK SENATE CHAIR OF THE REGIONAL CABINET AND THE CEO (EX-OFFICIO). THE EXECUTIVE COMMITTEE MAY ACT IN THE PLACE OF THE BOARD WHEN AUTHORITY IS DESIGNATED BY THE BOARD AND WHERE ACTION BY THE EXECUTIVE COMMITTEE IS TEMPORARY AND SUBJECT TO APPROVAL BY THE BOARD. FORM 990, PART VI, SECTION A, LINE 6 MEMBERSHIP IN THE ASSOCIATION SHALL BE DIVIDED INTO THE FOLLOWING CATEGORIES: INSTITUTIONAL, CORPORATE AND AFFILIATE. THE BOARD OF DIRECTORS OF THE ASSOCIATION SHALL HAVE THE AUTHORITY TO CREATE ADDITIONAL CATEGORIES OF MEMBERSHIP. THE ASSOCIATION'S MEMBERSHIP CATEGORIES ARE DEFINED AS FOLLOWS: INSTITUTIONAL MEMBERS: INSTITUTIONAL MEMBERS SHALL BE COMPRISED OF DEGREE-GRANTING INSTITUTIONS OF HIGHER EDUCATION ACCREDITED BY A REGIONAL ACCREDITING BODY OR OTHER APPROPRIATE ACCREDITING BODY IN THE CASE OF NON-U.S. MEMBERS. WHERE THERE IS NO RECOGNIZED ACCREDITING BODY, ADMISSION AS A NON-U.S. INSTITUTIONAL MEMBER WILL BE AT THE REASONABLE DISCRETION OF THE BOARD. IN THE CASE OF MULTI-CAMPUS INSTITUTIONS, INSTITUTIONAL MEMBERS SHALL BE ONLY UNITS DIRECTLY ACCREDITED, AS SHOWN BY THE ENTRY IN THE MOST CURRENT EDITION OF THE HIGHER EDUCATION DIRECTORY. SYSTEM OFFICES AND OTHER SIMILAR COORDINATING BODIES ARE ELIGIBLE FOR INSTITUTIONAL MEMBERSHIP PROVIDED THAT THE INSTITUTIONS THEY COORDINATE MEET THE ACCREDITATION STANDARDS DESCRIBED ABOVE. EACH INSTITUTIONAL MEMBER IS ENTITLED TO AN INSTITUTIONAL REPRESENTATIVE, ALTERNATE REPRESENTATIVE, AND A NUMBER OF PROFESSIONAL REPRESENTATIVES. CORPORATE MEMBERS: CORPORATE MEMBERSHIP IS AVAILABLE TO BUSINESS ENTITIES THAT PROVIDE GOODS AND SERVICES WITHIN THE HIGHER EDUCATION SECTOR. CORPORATE MEMBERS SHALL NOT BE ELIGIBLE TO VOTE ON ASSOCIATION MATTERS OR SERVE AS AN OFFICER OF THE ASSOCIATION. THE PRESIDENT MAY APPOINT, AT HIS OR HER DISCRETION AND SUBJECT TO BOARD APPROVAL, A REPRESENTATIVE OF THE CORPORATE MEMBERSHIP TO SERVE ON THE BOARD OF DIRECTORS IN A NON-VOTING CAPACITY. AFFILIATE MEMBERS: AFFILIATE MEMBERSHIP IS AVAILABLE TO INTERNATIONAL HIGHER EDUCATION INSTITUTIONS LOCATED OUTSIDE OF THE U.S. AND CANADA, NONPROFIT ORGANIZATIONS, AND INDIVIDUALS HAVING AN INTEREST IN THE ACTIVITIES AND NONPROFIT PURPOSES OF THE ASSOCIATION. AFFILIATE MEMBERS SHALL NOT BE ELIGIBLE TO VOTE ON ASSOCIATION MATTERS NOR SHALL THEY BE ELIGIBLE TO SERVE AS AN OFFICER OF THE ASSOCIATION OR SERVE ON THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A THE ELECTED OFFICERS OF THE ASSOCIATION ARE THE PRESIDENT, PRESIDENT-ELECT, IMMEDIATE PAST PRESIDENT, AND SECRETARY/TREASURER. THE BOARD DEVELOPMENT COMMITTEE OF THE ASSOCIATION WILL ACCEPT AND REVIEW NOMINATIONS FOR THE ELECTED OFFICER POSITIONS OF PRESIDENT-ELECT (EACH YEAR) AND FOR THE SECRETARY/TREASURER (EVERY TWO YEARS). NOT LESS THAN NINETY (90) DAYS PRIOR TO THE ANNUAL MEETING, THE BOARD DEVELOPMENT COMMITTEE SHALL PRESENT A SLATE OF ONE (1) CANDIDATE FOR EACH OF THE POSITIONS OF PRESIDENT-ELECT AND SECRETARY/TREASURER TO THE INSTITUTIONAL REPRESENTATIVES FOR VOTE BY U.S. MAIL, ELECTRONIC MAIL OR FACSIMILE BALLOT. BALLOTS OF THE INSTITUTIONAL REPRESENTATIVES MUST BE RETURNED WITHIN TWENTY-ONE (21) DAYS OF THE DATE THE WRITTEN BALLOT IS SENT. THE PRESIDENT-ELECT AND THE SECRETARY/TREASURER SHALL BE ELECTED BY MAJORITY VOTE OF THE INSTITUTIONAL REPRESENTATIVES AND SHALL TAKE OFFICE AT THE CONCLUSION OF THE ANNUAL CONFERENCE. IN THE EVENT A CANDIDATE FOR EITHER OR BOTH OFFICES DOES NOT RECEIVE A MAJORITY OF THE INSTITUTIONAL REPRESENTATIVE VOTES, THE BOARD DEVELOPMENT COMMITTEE WILL CONSIDER AND PRESENT A SLATE WITH AN ALTERNATIVE CANDIDATE FOR THE OFFICE(S) TO THE INSTITUTIONAL REPRESENTATIVES FOR VOTE BY WRITTEN BALLOT WHICH MUST BE RETURNED WITHIN TWENTY-ONE (21) DAYS OF THE DATE THE BALLOT IS SENT. NO MEMBER OF THE LEADERSHIP COMMITTEE MAY BE A CANDIDATE FOR ELECTED OFFICE PRESENTED BY THE COMMITTEE. FORM 990, PART VI, SECTION A, LINE 7B ANY PROPOSALS TO AMEND THE BYLAWS SHALL BE REVIEWED AND CONSIDERED BY THE BOARD OF DIRECTORS AND APPROVED BY MAJORITY VOTE OF THE BOARD, WITH THE BOARD APPROVED AMENDMENT THEN SUBMITTED TO THE INSTITUTIONAL REPRESENTATIVES FOR VOTE UPON ON A THIRTY (30) DAY WRITTEN BALLOT SENT BY U.S. MAIL, ELECTRONIC MAIL OR FACSIMILE. SUCH BALLOT SHALL INCLUDE THE PROPOSED BYLAW AMENDMENT(S) AND THE DATE BY WHICH THE COMPLETED BALLOT MUST BE RETURNED TO THE ASSOCIATION. BYLAW AMENDMENTS SHALL BE ADOPTED BY A MAJORITY VOTE OF THE INSTITUTIONAL REPRESENTATIVES. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS COMPLETED BY THE AUDITING FIRM AND SUBMITTED TO MANAGEMENT FOR DETAILED REVIEW. IN 2019, THE FILED 2018 FORM 990 WILL BE PROVIDED TO THE BOARD AFTER IT HAS BEEN FILED WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR AND PRINCIPAL OFFICER WITH GOVERNING BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: A. HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY, B. HAS READ AND UNDERSTANDS THE POLICY, C. HAS AGREED TO COMPLY WITH THE POLICY, AND D. UNDERSTANDS THE ORGANIZATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. IF THE GOVERNING BOARD HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE GOVERNING BOARD DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. TO ENSURE THE ORGANIZATION OPERATES IN A MANNER CONSISTENT WITH CHARITABLE PURPOSES AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: A. WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON COMPETENT SURVEY OR OTHER INFORMATION, AND THE RESULT OF ARM'S LENGTH BARGAINING. B. WHETHER PARTNERSHIPS, JOINT VENTURES, AND ARRANGEMENTS WITH MANAGEMENT ORGANIZATIONS CONFORM TO THE ORGANIZATION'S WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, FURTHER CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. FORM 990, PART VI, SECTION B, LINE 15 15A. UPCEA USES ASSOCIATION COMPENSATION SURVEYS TO AID IN THE DETERMINATION OF SALARIES FOR OFFICERS AND KEY EMPLOYEES. 15B. THE PRESIDENT AND PRESIDENT-ELECT CONDUCTED A PERFORMANCE REVIEW WITH THE CEO AND PROVIDED HIM WITH A WRITTEN EVALUATION. FEEDBACK WAS PROVIDED BY THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE DETERMINED THE COMPENSATION AIDED BY THE WASHINGTON HIGHER EDUCATION SECRETARIAT COMPENSATION AND BENEFITS SURVEY. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC, UPON REQUEST. FORM 990, PART IX, LINE 11G COMMISSIONS: PROGRAM SERVICE EXPENSES 55,900. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 20,835. TOTAL EXPENSES 76,735. OTHER PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 265,041. MANAGEMENT AND GENERAL EXPENSES 13,575. FUNDRAISING EXPENSES 59,849. TOTAL EXPENSES 338,465. FORM 990, PART XII, LINE 2C THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. THE BOARD OF DIRECTORS IS RESPONSIBLE FOR OVERSIGHT OF THE INDEPENDENT AUDIT AND SELECTION OF THE INDEPENDENT AUDITORS.