A number participated by phone

03– E – 00
Call to Order

03 – E – 01
Letter to AICPA Chairman Ezzell

Mr. Hoops said that he had relayed to AICPA Chairman Ezzell the gist of the Board’s September 24 deliberations and that the Board would be sending him a letter.

A lengthy discussion then ensued regarding a draft letter addressed to Mr. Ezzell in which the Board 1) thanked Mr. Ezzell for attending the dinner held on September 23, 2003; 2) responded to his question about whether the NYSSCPA Board members desired their national organization to be a professional association or a trade organization; and 3) made clear that the NYSSCPA Board desired a change in mission, focus and leadership for the AICPA.

After several amendments, the Board approved the content of the letter by consensus, and directed staff to make changes in accordance with the Board’s discussion.

03 – E – 02
Reimbursement Policy

Vice President Nowicki began by thanking the Travel Reimbursement Task Force, consisting of Board members Katharine Doran and Robert S. Peare for their assistance in developing the proposed policy.

He then summarized the task force’s recommended Travel Expense Reimbursement Policy, which had been endorsed by the Executive Committee at its June 11, 2003 meeting:

• Merger of Reimbursement Policies:

At present, there were different policies for the Society’s committees and the Board. The task force recommended that a uniform policy be used both for committees and the Board.

• Ground/Air Transportation:
No change from the current committee policy, that is, ground transportation, including coach, rail, bus, or mileage (reimbursed at IRS standard mileage rates), parking and tolls would be reimbursed when round trips exceeded 150 miles and coach air transportation when it exceeded 140 miles one way.

• Lodging Costs:

Reimbursed when travel exceeded 140 miles one way, or when travel was less than 140 miles one way but a member had back-to-back consecutive-day meetings and felt lodging was necessary. Lodging reimbursed in full when a Society-approved facility was used (e.g., the Manhattan Super 8 Motel during the 2002-2003 fiscal year and the Yale Club in the current year), or otherwise limited to $150 per night.

• Other Travel Costs (i.e., meals and incidentals):

Reimbursement recommended when travel exceeded 140 miles one way, limited to Government Services Administration (GSA) per diem rates for Manhattan (2003 rate is $51), or at the GSA rate when a member has back-to-back meetings but less than 140 miles in travel distance one-way.

• Society President Excepted:

Recommended reimbursement for the Society President was not subject to the above limitations, that is, the mileage thresholds would not apply; however, lodging, meals and incidentals would be capped at $400 daily.

Ms. Dwyer moved to approve the policy as presented, and Ms. Golden seconded the motion. In the ensuing discussion, however, the Board by consensus amended the motion to change the lodging limitation to be the higher of the following two rates (exclusive of taxes): (1) the rate charged pursuant to a special arrangement, if any, between the Society and a local hotel or club and (2) a rate to be set on an annual basis by the Executive Committee. In addition, the motion was amended to authorize and direct the Executive Committee to annually set the cap to be used for meals and incidentals.

The amended motion passed unanimously. [At the October 15, 2003, Executive Committee meeting, the lodging rate was set at $200 for the 2003-2004 fiscal year and the GSA per diem of $51 was set for the current fiscal year’s cap on meals and incidentals. The reimbursement policy as finally approved by the Board reflecting the 2003-2004 lodging rate and meals and incidentals cap.]

03 – E – 03
Business Continuity Plan

Mr. Hoops asked Mr. Woehlke to provide the background for the proposed policy on a business continuity plan. He noted that the management letter from the Society’s auditing firm, Eisner LLP, following the 2002 audit, had contained a recommendation that the Society adopt a disaster recovery plan. Staff sought authority to put such a plan in place, but did not seek leadership approval of any specific plan, due to the belief that such a plan should be subject to frequent updating and improvement, and that such updates and improvements would be thwarted by the need to seek approval for each change.

Mr. Woehlke then referred Board members to the most current draft of a Business Continuity Plan, which was developed in-house by the Society’s Chief Information Officer Kevin Lewis, and commented upon by other senior staff. He asked Board members to review the plan and address any comments they might have regarding it to Mr. Grumet or to Mr. Lewis.

After a brief discussion, Mr. Piluso moved the following resolution:

RESOLVED, that the Executive Director is authorized and directed to implement a business continuity plan to be used in the event of interruption of Society operations. RESOLVED, FURTHER, that such plan is to be reviewed and updated on at least a quarterly basis.

Mr. Barback seconded the motion. The motion passed unanimously.

03 – E – 04
Proposed Society Policy Regarding Conflicts of Interest

Mr. Hoops reported that he had appointed a Policy Task Force to complete work begun by a similar task force appointed by former president Jo Ann Golden. The current task force was composed of Messrs. Kearney, chair, Love, Langowski, and Ms. Kirby.

Mr. Kearney then asked Mr. Woehlke to provide a brief history of the efforts that went into drafting the conflict of interest policy, which was intended to be applicable to both Society volunteer leadership and employees and also would be submitted to the Society’s affiliated entities – Foundation for Accounting Education, Inc., NYSSCPA CPA PAC, Inc., and NYSSCPA Benevolent Fund, Inc. – for their consideration and hopefully their approval.

Mr. Woehlke then summarized the proposed policy, noting that the basic tenet of the policy was to identify and minimize the risk to the Society and affiliated entities from actual and potential conflicts of interest involving the volunteer leadership and employees.

After a brief discussion, Mr. Nowicki moved to approve the Conflict of Interest Policy as recommended by the Executive Committee. Mr. Bloom seconded the motion. The motion passed unanimously.

03 – E – 05
Proposed Nominating Committee Protocols

Mr. Hoops asked Mr. Woehlke to review the background for the proposed Nominating Committee protocols. Mr. Woehlke noted that the nominating process had previously experienced inconsistencies from year one year to the next because nominating committees tended to be guided by their own perceptions of Society convention and tradition. For instance, one recent Nominating Committee reportedly believed that a Board member could serve only one term; the following year’s committee rejected this concept.

To improve consistency, the recent Bylaws Revision Task Force had recommended that the bylaws be amended to empower the Board to approve protocols to be used by the Nominating Committee each year in its deliberations. This recommended bylaw was approved by the Board and passed by the membership as ARTICLE X - Nominations And Elections, section 2, “nominating committee protocols”, which is reprinted below:

2. Nominating committee protocols - The Board may establish and from time to time amend protocols to be used by the nominating committee in developing its nominations. The nominating committee may recommend changes in the protocols to the Board, but may not exercise its own discretion in adding or deleting any protocols. The nominating committee protocols shall become effective thirty days after being published to the membership and shall be made available to any member upon request.

Mr. Woehlke then noted that the Executive Committee, at its August 13, 2003 meeting, passed a motion recommending that the full Board approve the seven protocols initially drafted by the Bylaws Task Force as by the Executive Committee. These revised protocols were distributed with the agenda materials for the Board’s September 24 meeting. Mr. Woehlke then read the seven protocols recommended for Board approval.

During the resulting discussion, the Board by consensus amended the third protocol to reflect that the hiatus described in the protocol should be required only when the Board member had served a full term, unlike a number of the Board members from new chapters, most of whom served partial terms to maintain even rotation of the Board.

Mr. Piluso moved that the Nominating Committee Protocols be approved, as amended by the Board, and published in the Trusted Professional. Mr. Evangelista seconded the motion. The motion passed unanimously.

03 – E – 06
Proposed Board Standing Rules

Mr. Hoops noted that the Bylaws Revision Task Force had also suggested Board Standing Rules which, like the Nominating Committee Protocols, were the subject of a new Bylaw provision. He asked Mr. Woehlke to provide some background.

Mr. Woehlke noted that, while the pre-2003 bylaws also had a provision for standing rules, the recently passed bylaw amendments significantly highlighted this governance concept. The new bylaw, found in ARTICLE VI - Board Of Directors, section 6 “standing rules”, is reprinted below:

6. Standing rules - The Board may establish and from time to time amend standing rules to govern the conduct of actions taken by the Board and the Executive Committee. Such standing rules shall become effective thirty days following publication to the entire membership.

The task force had proposed standing rules covering the following topics:

• Establishment of a selections subcommittee of the Board to propose Board-designated members of the Nominating Committee and individuals to be recommended by the Society to serve on Council.
• Procedures in the selection of Board-designated Nominating Committee members
• Procedures in the recommendation of individuals to serve on AICPA Council
• Roles of the Vice-Presidents

Mr. Woehlke added that the proposed standing rules were reviewed and slightly edited by the Executive Committee at its August 13 meeting and recommended for Board approval.

Mr. Barback moved that the standing rules recommended by the Executive Committee be adopted by the Board. Mr. Berlant seconded the motion. During the ensuing discussion, Mr. Hoops reminded the Board that he believed it was within his Presidential prerogative to voluntarily limit his authority and operate as if the proposed standing rule on the selections subcommittee had been adopted; this also was, he maintained, within his authority to establish committees found in ARTICLE XI - Other Committees, section 1. “names and duties”, which is reprinted below:

1. Names and duties - The Board shall designate the names and duties of committees, except as are set forth in these bylaws in respect to the executive committee, the nominating committee, and the professional ethics committee. The President, or the membership by vote at a meeting taken as set forth in Article IV, paragraph 2, may designate the names and duties of additional committees.

He, therefore, appointed a selections subcommittee comprised of Messrs. Kearney, chair, Barback, Piluso, and Wolitzer and Ms. Doran.

Mr. Kearney then reviewed what the subcommittee had done to date, which included recommending a different version of the standing rule on the recommendation of members to AICPA Council. Mr. Hoops suggested that it might be prudent to defer finalizing the standing rules until the subcommittee and Board had had the opportunity to work through the process the first time. In the meantime, he proposed that the subcommittee be authorized to conduct its business as it saw fit.

Mr. Evangelista then moved, and Mr. Berlant seconded, that the motion to approve standing rules be postponed to a meeting following the end of the year when the subcommittee had completed its work for the present year and that in the meantime, the subcommittee was authorized to conduct its work in the manner it saw fit. This motion passed unanimously. Mr. Piluso did not participate in the vote.

Also, pending the time that the Board would revisit the approval of the standing rules, Mr. Hoops asked the Board to review

• the Executive Committee’s recommended Board Standing Rules, which were included with the Board agenda materials for the September 24 meeting, and
• the subcommittee’s revised version of the standing rule concerning the recommendation of AICPA Council members, which Mr. Kearney had had emailed to the Board on September 22, and send any comments to Mr. Woehlke.
  

Mr. O’Connor moved to adjourn the meeting, and Mr. Berlant seconded the motion. All being in favor of the motion, the meeting adjourned at 10:52 a.m.