B05 – E – 0
Call to Order

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Minutes

Approval of Minutes of Board of Directors September 22, 2005, meeting

President Langowski asked Board members if they had any changes to the minutes of the September 22, 2005, Board of Directors meeting. There being none, Mr. Piluso moved to approve the minutes as presented, and Ms. Schoenfeld seconded the motion. The motion passed unanimously. Ms. Michelle Cohen and Messrs. Aiken and Evangelista did not participate in the vote.

Mr. Langowski reminded Board members that draft minutes of the prior two Executive Committee Meetings, held on November 15 and 30, 2005, respectively, had been e-mailed separately for information only.

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President’s Report

a. Update on Appointment of Auditors

Mr. Langowski reminded the Board that, at its September meeting, it approved the reappointment of Goldstein Golub Kessler LLP (“GGK”) as auditors of the NYSSCPA and consolidated entities for the 2005-2006 fiscal year. He stated that the reappointment was contingent upon a review by outside legal counsel, or by the Audit Committee that there were no independence issues stemming from the acquisition of GGK’s American Express Tax & Business Services division by former Vice President Victor Rich’s firm, RSM McGladrey. To avoid any actual or potential conflicts of interest or independence issues, Mr. Rich resigned from his position as NYSSCPA Vice President; however, Mr. Langowski stated that the engagement letters with GGK had been held in abeyance until a full examination was conducted of Mr. Rich’s activities as Vice President through the time of the resignation.

Mr. Langowski reported that Warren Ruppel, Chair of the Audit Committee, had fully reviewed prior minutes of the Board and Executive Committee, and had interviewed members of staff to gauge if any actual or potential conflicts existed. He stated that this process led to the Audit Committee’s conclusion that there were no activities in which Mr. Rich was involved during his time as Society Vice President that would present any conflicts in reappointing GGK.

Mr. Kiamie moved to authorize proceeding with the engagement of GGK as the auditor of the Society and consolidated entities, other than the CPA PAC, and Ms. Burstein Cohen seconded the motion. The motion passed unanimously. Ms. Michelle A. Cohen and Messrs. Aiken and Evangelista did not participate in the vote.

b. SET Tax

Mr. Langowski stated that the U. S. President’s Advisory Panel on Tax Reform had issued a concept statement with a number of points of concern to New York taxpayers. The NYSSCPA responded by sending letters to New York’s U. S. Congressional Representatives and Senators, as well as to U.S. Treasury representatives, to remind them of the credible concepts set forth in the SET Tax proposal.

c. Review of Board Standing Rules

Mr. Langowski referred Board members to the NYSSCPA Board Standing Rules (the “Rules”) provided in the agenda materials, and noted that the Rules helped facilitate the way in which the Board operated consistent with the organization’s bylaws. He stated that the Rules also included a rule on participation of former staff members in certain leadership positions within the NYSSCPA and its affiliated organizations, including the Foundation for Accounting Education, Inc. Mr. Langowski stressed the critical importance of the Rules to the Board’s functioning, and suggested that the Board consider in the future whether some of the Rules should be codified and incorporated into the organization’s bylaws.

d. Update on Executive Director Contract Renewal

Mr. Langowski reported that the Executive Director’s contract renewal process was well under way, and that he would be meeting soon with outside legal counsel to review the contract. He noted that the Executive Director’s current contract was set to expire on May 31, 2006.

e. Chapter Town Meetings Update

Mr. Langowski reported that sixteen Chapter meetings had been conducted to date, with the seventeenth and last meeting scheduled in the Nassau Chapter in January, 2006. He stated that the meetings have allowed for a productive dialogue with the membership on issues of importance to the organization, its chapters and to the CPA profession as a whole.

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President-elect’s Report

Quality Enhancement Policy Committee Update

President-elect Riley stated that the Quality Enhancement Policy Committee white paper on peer review reform had received a favorable response throughout the state during chapter town hall meetings. He noted that an executive summary of the paper had been placed on the NYSSCPA website for review.

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Vice Presidents’ Reports

a. Chapters Update

Vice President Valenti reported that the annual, full-day orientation meeting of Chapter Presidents-elect had been conducted on the day prior to the Board meeting. He gave a brief overview of the day’s schedule, noting that the orientation was both well attended and well received. He asked those Board members representing a chapter to regularly communicate with and update their respective chapters’ leadership regarding Board matters.

b. Recent Society Comments

Vice President Schoenfeld reported that Society committees had issued comments as follows:

• Comments submitted to the Financial Accounting Standards Board by the NYSSCPA Financial Accounting Standards Committee, chaired by Margaret A. Wood, regarding Proposed SFAS: Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140; dated October 19, 2005; Principal Drafters: John J. McEnerney and Sharon Sabba Fierstein.
• Comments submitted to the Financial Accounting Standards Board by the NYSSCPA Financial Accounting Standards Committee, chaired by Margaret A. Wood, regarding Proposed SFAS: Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140; dated October 19, 2005; Principal Drafter: Sharon Sabba Fierstein.
• Comments submitted to the Financial Accounting Standards Board by the NYSSCPA Financial Accounting Standards Committee, chaired by Margaret A. Wood, regarding Proposed SFAS: Accounting for Certain Hybrid Financial Instruments; dated October 19, 2005; Principal Drafters: Roseanne T. Farley and Sharon Sabba Fierstein.
• Comments submitted to the American Institute of Certified Public Accountants, Audit and Attest Standards, by the NYSSCPA Auditing Standards and Procedures Committee, chaired by Mark I. Mycio, and by regarding Auditing Standards Board’s Exposure Draft of a proposed Statement of Auditing Standards entitled Communication of Internal Control Related Matters Noted in an Audit; dated November 2, 2005; Principal Drafter: Stephan R. Mueller.
• Comments submitted to the Information Systems Audit and Control Association, by the NYSSCPA Technology Assurance Committee, chaired by Joel Lanz, regarding Proposed Information System Auditing Standard on Audit Evidence; dated November 7, 2005; Principal Drafters: Yigal Rechtman, Joseph B. O’Donnell, Ph.D. and Joy M. Paulsen.
• Comments submitted to the Internal Revenue Service, by the NYSSCPA Taxation of Financial Instruments and Transactions and the Investment Management Committees, chaired by Steven Kaplan and Leon Metzger, respectively, regarding Statement on Credit Default Swaps Provided in Response to IRS Notice 2004-52; dated November 7, 2005; Principal Drafters: Peter Connors, CPA, JD, Michael Cyprys, CPA, Neesha Das, JD, R. E. Jeff Jeffreys, CPA, Steven Kaplan, CPA, Leon M. Metzger, CPA and Lester Wigler, MBA.
• Comments submitted to the Financial Accounting Standards Board by the NYSSCPA Financial Accounting Standards Committee, chaired by Margaret A. Wood, regarding Proposed SFAS: Earnings Per Share, an amendment of FASB Statement No. 128; dated December 1, 2005; Principal Drafters: Mark Mycio.
• Comments submitted to the Financial Accounting Standards Board by the NYSSCPA Financial Accounting Standards Committee, chaired by Margaret A. Wood, regarding Proposed SFAS: Consolidated Financial Statements, Including Accounting and Reporting of Noncontrolling Interests in Subsidiaries, a Replacement of ARB No. 51; dated December 1, 2005; Principal Drafters: Robert Dyson, Abraham E. Haspel, Edward P. Ichart, Mark Mycio and Margaret Wood.

President Langowski commended the authors and their respective committees for outstanding work.

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Treasurer’s Report

Financial Statement for 5 months ending October 31, 2005

Treasurer Grusd presented a new format for the consolidated financial statements by walking the Board through the contents page and financial highlights. He then reported total unrestricted net assets for the Society of $1,884,430, which was approximately $94,000 lower than reported as of the same time last year. He noted that FAE was showing a deficit in unrestricted net income of $825,054, which was approximately $565,000 higher than reported last year; however, he stated that this deficit was expected to be substantially alleviated by several large, revenue-generating FAE conferences recently held in November which had not yet been accrued. A brief discussion ensued. Treasurer Grusd noted that a number of variances in the statements were largely attributed to the fact that expenses were calculated on a straight-line basis, while revenues tended to fluctuate seasonally. He suggested that future budgets be prepared in a more seasonal format, so as to make variance analysis more useful. Mr. Grusd also suggested that the NYSSCPA’s inter-company allocation to FAE, currently budgeted at $623,000 for the 2005-2006 fiscal year, be fully accrued sooner in the year.

Mr. Grusd continued his report by pointing to a $99,000 real estate tax escalation surcharge, noting that the organization’s office lease subtenant, the American Institute of Chemical Engineers, would be responsible for approximately $50,000 of the surcharge. He also mentioned an increase in credit card service fees of $29,000, which was attributed both to the recent membership dues increase and an increase in the number of members paying their dues by credit card. Mr. Grusd stated that salaries, however, were under budget due to several unfilled staff positions. President Langowski thanked Treasurer Grusd for the report.

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Secretary’s Report

a. Committees’ Update

Secretary Nowicki reported that Anthony Cassella and Maryann Winters, chairs of the Industry Oversight and Tax Division Oversight Committees, respectively, had recently given reports on their divisions to the Executive Committee. He also noted that he had recently attended a Tax Division Oversight Committee meeting.

Mr. Nowicki stated that he had received a phone call of concern from Peer Review Committee Chair, Paul Salmin, regarding the administration of the peer review committee. He recounted Mr. Salmin’s concern that although the NYSSCPA Peer Review Committee had most recently received a good review from the AICPA peer review oversight committee two years ago, the program had previously been threatened with removal four years ago due to administration issues. Mr. Nowicki relayed Mr. Salmin’s concern that current administration of the program may have slipped to a level similar to a period four years ago when removal had been threatened. Mr. Nowicki stated that Mr. Salmin intended to write a letter to NYSSCPA President, Stephen Langowski outlining the concerns and, possibly, requesting a meeting with the Executive Committee or Board.

b. Nominating Process Report

Secretary Nowicki reminded the Board that, by mail election, it had chosen him and fellow Board member Ann Burstein Cohen to serve as the Board designees to the 2005-2006, Nominating Committee. With regard to the other nine Nominating Committee members who serve by petition, Mr. Nowicki stated that an election had been held to narrow the ten petitions received down to nine, in accordance with the NYSSCPA’s bylaws. As previously announced to the Board via e-mail, Mr. Nowicki reported that the following individuals received the highest vote count and, therefore, would be serving with him and Ms. Cohen on the 2005-2006, Nominating Committee:

• Steven C. Baum, Chair
• Barbara S. Dwyer
• Neil A. Gibgot
• Jeffrey R. Hoops
• Martha A. Jaeckle
• D. Edward Martin
• David Sands
• Thomas D. Weddell
• Philip Wolitzer

Mr. Nowicki stated that the Nominating Committee would be meeting per the NYSSCPA bylaws on Thursday, January 12, 2006.

a. Legislative Update

Mr. Grumet announced that legislation had been passed on school district auditing reform. He stated that staff was reviewing updates to the Society’s proposed accounting reform legislation and would be presenting it to the legislation committee and, ultimately, to the Executive Committee for consideration. He also noted that a number of new regulations on public authorities were expected because of an increase in state investigations.

Mr. Grumet then reported on the Health Care Committee’s negotiations with the New York State Health Department on behalf of CPA firms who provide certain audit services to hospitals, nursing homes and similar residential health facilities. The committee, chaired by Merlin C. Toussant, had grown concerned that the health department was requiring CPAs to certify the facilities’ Medicaid cost reports under circumstances that did not meet CPA professional standards. Mr. Grumet then gave a brief historical overview of the problem. Mr. Grumet stated that several nursing homes in New York recently could not obtain approval for Medicaid rates because of the hesitancy by CPAs to sign their cost reports by a state-mandated deadline. An extension therefore had to be negotiated in order to resolve the issue.

In response to a question, Mr. Grumet stated that this issue would be publicized on the website and in The Trusted Professional once a number of issues relating to the cost report regulations were resolved. He said that he had spoken with the counsel to the State Health Department in order to set up a meeting between the NYSSCPA Health Care Committee and state officials regarding the regulations. He said this meeting would allow CPAs to honor their professional standards without penalizing individual health care facilities. He asked Board members to let staff know of any similar problems they have encountered with state regulatory agencies.

b. CPA Journal Update; New Staff

Mr. Grumet announced that Mary Jo Kranacher, CPA, had been hired as Editor-in-Chief of The CPA Journal, replacing Robert H. Colson who had recently left the position. He noted that Ms. Kranacher was the Chair of the accounting department at York College.

Mr. Grumet also announced that William Lalli, CPA had been hired as the Society’s tax policy manager. He stated that Mr. Lalli would be providing technical assistance to the NYSSCPA Tax Division committees and to The CPA Journal on tax-related articles. In addition, Mr. Lalli, who had previously worked in the Ethics area at the AICPA, would serve as an additional Ethics resource as needed.

c. Dues

Mr. Grumet announced that despite a later-than-usual mailing of dues invoices, 93% of membership dues had been received, which was only one-half percent behind receipts at a similar time last year.

Arthur Bloom, Foundation of Accounting Education, Inc. (FAE) President, reported on the FAE as follows:

• The renewed POP program for the 2005-2006 year had resulted in 288 coupon packages to date;
• Approximately $140,000 in deferred revenue for the prior year’s POP program was not redeemed as of the end of the POP Year, and accordingly was being booked as course revenue;
• Several successful FAE conferences had been held, including the Investment Partnership Conference which drew 520 attendees;
• The FAE Trustees approved two vendor contracts reflecting an alternative business model for the marketing and management of the 2006 FAE Trade Show (further discussed below); and
• Discussed course planning and marketing for 2006-2007.

Mr. Bloom called upon Ms. Barry to summarize the new business model for the 2006 FAE Trade Show. Ms. Barry noted that over the last five years, all aspects of the show, including marketing, CPE and the overall show presentation, had been outsourced to Flagg Management, Inc. She stated that the arrangement provided FAE with trade show revenue at little financial risk to the organization. She explained that under the new arrangement, show management and logistics would be handled by an expert consultant, Lois D. Miller, while advertising and sponsorships would be handled by Executive Communications, Inc., the NYSSCPA’s existing advertising representative for The CPA Journal and The Trusted Professional. Ms. Barry stated that the arrangement would allow the show’s CPE programs to be planned by FAE staff under Alan Schmelkin’s direction, thus raising educational program quality.

On behalf of the Board, President Langowski thanked Mr. Bloom for the FAE update.

President Langowski introduced Carol Lapidus, the Board’s representative to AICPA Council. Ms. Lapidus reported on the meeting of the AICPA Governing Council, which was held in Rancho Mirage, California on October 24 and 25, 2005. She noted the following:

• The AICPA Council voted to relocate the organization’s Jersey City, New Jersey, operations and select operations in New York City, to Durham, North Carolina, in August, 2006, due to labor costs in the metropolitan New York City area, as well as excess space at the organization’s Jersey City offices. She stated that the plan included relocation assistance and separation packages for affected employees, and was anticipated to save the AICPA approximately $10 million annually over the next fifteen years despite an initial seven-year loss on rent remaining for the New Jersey facility and expenses related to severance and moving.
• The AICPA would be instituting a new forum that would work with the public company auditing profession and others to implement a new approach to better address public policy issues in the public interest for U.S. audit firms that are registered with the PCAOB. Participation in the forum would require that all participating firms’ partners audit partners join the AICPA.
• The Finance Committee gave a report on the new computerized CPA exam
• Leslie A. Murphy was elected AICPA Chair, succeeding Robert Bunting.

A Board member asked, as a follow up to a discussion held at the September Board meeting, if there had been any disclosures at Council meeting with respect to questions posed by its New York members to then-AICPA Chair, Bob Bunting, concerning the AICPA’s finances. Mr. Langowski responded that the document relating to the AICPA’s office relocation provided answers to many of the questions posed. He also explained that the confidentiality of the AICPA’s relocation and sensitivity to affected AICPA employees prevented a more-detailed discussion at the last NYSSCPA Board meeting.

On behalf of the Board, President Langowski thanked Ms. Lapidus for her report.

Secretary Nowicki provided background on the historical role of the NYSSCPA Secretary. He noted that the secretary’s role in organization governance had been expanded in recent years to include committees oversight, first as Chair of the now-defunct Committees Operations committee and, currently, as the officer through which the majority of NYSSCPA committees, and their respective oversight divisions, report to the Executive Committee.

Ms. Schoenfeld then summarized a number of non-traditional committees which do not report through the Secretary, including the Professional Liability, Peer Review, Ethics and the Quality Enhancement Policy committees. A Board member opined that there was an inconsistency in how the Society structured these committees and that a consistent approach should be adopted. A discussion ensued.

Mr. Nowicki suggested that a Vice President for quality enhancement be designated by the Board to oversee such committees, and that a task force be formed to develop implementation suggestions for Board consideration. President Langowski disagreed with the suggestion, stating that the Executive Committee would discuss the Secretary’s role as it relates to the non-traditional committees at a future meeting.

President-elect Riley, Chair of the Quality Enhancement Policy Committee (QEPC), briefly summarized the process by which the QEPC brought its whitepaper on peer review into final form. He reminded the Board that during the process, the white paper had been distributed to NYSSCPA leadership at the 2005 Leadership Conference and shared with chapter constituents at town hall meetings. In addition, he said that an executive summary of the paper had been published on the organization’s website and that prior drafts of the paper had also been shared with both the Executive Committee and Board over the past year.

Mr. Riley summarized additional developments that had occurred since the September Board meeting. He noted that the QEPC met twice, including a meeting with Henry Krostich – an active peer reviewer, current member and former chairman of the NYSSCPA Peer Review Committee, and a former member of the AICPA Peer Review Board. He said that the paper was also presented at an open meeting of the New York State Board for Public Accountancy (SBPA) where it was well received. Mr. Riley said that while the paper had been revised and reformatted since September, its central concepts had remained substantially the same. He noted conceptual agreement amongst the NYSSCPA leadership and on all aspects of the paper except the “pooling concept.”

Mr. Riley then gave a presentation to the Board summarizing the major points of the paper. When concluded, he asked Mr. Stubbs, who had served as the Executive Secretary of the SBPA from 1994-1997, and who also had attended the recent SBPA meeting, to share his impressions of that meeting.

Mr. Stubbs opined that the SBPA was taking the paper very seriously. He observed that questions posed by members of the SBPA suggested an interest in moving quickly towards implementation of the paper’s concepts. He briefly summarized some of the questions asked by members of the SBPA, including: how to handle the pooling concept and associated costs; how to deal with the Public Company Accounting Oversight Board; and what key training and experience would be required for pooled reviewers. Mr. Stubbs concluded by stating that the SBPA appeared very interested in collaborating with the Society on a number of concepts embodied in the paper.

Mr. Riley made a number of points with respect to the current state of the peer review system and stressed his opinion that progressive discipline was needed, as well as a public and open process. He said that the concepts embodied in the white paper would provide both strength and credibility to the peer review process and the CPA profession. He read from a report of the California Board of Accountancy rejecting mandatory

peer review in part because the system, as then-administered by the AICPA, lacked scope and transparency.

Mr. Riley reiterated that conceptual agreement had been universally obtained on all aspects of the white paper except for the “pooling concept.” He stated, however, that the QEPC and Executive Committee discussed the pooling concept at length and determined that it was a key element of needed reform to the peer review program. Despite claims pooling had not worked in previous decades, Mr. Riley said one type of pooling was still in use in other states and that renewed efforts in New York could make some form of the concept and its associated costs work here.

Mr. Riley then moved that the Board approve the QEPC white paper and authorize proceeding to implementation of its concepts by forwarding the paper to the Legislation Committee for the development of legislative proposals based on the paper’s recommendations. Mr. Westcott seconded the motion. A discussion ensued.

Mr. Goldstein stated that the paper included elements of concern to all members of the Society which could effect fundamentally how firms run. He expressed concern that the paper’s concepts had not been submitted to the entire NYSSCPA membership for comments and a binding vote. He then moved to amend the main motion to require that the white paper be submitted to the members for commentary and a binding vote on its concepts. Ms. Bailey-Brown seconded the motion.

Several Board members suggested that a more-detailed explanation of the implementation process may assist the Board in deciding if a membership vote on the white paper was warranted. Several others, however, pointed out that the Board was elected by members to act on such matters in a representative capacity.

With respect to implementation details, Mr. Grumet explained that implementation issues are traditionally resolved through regulation, while legislation was broader and more concept-driven. President Langowski agreed, stating that a similar approach was envisioned in which the Board would approve the concept paper and delegate further implementation details to the Legislation Committee.

A Board member referred to the open letter written to the Board by Mary A. Kimbell, a peer review committee member, expressing concern that the peer review committee had not been sufficiently included in white paper development process. A brief discussion ensued regarding the involvement of the peer review committee in the process.

Mr. Nowicki stated that he agreed with all of the ideas contained in the white paper except for the pooling concept. He cautioned Board members that the pool concept could open participants to suit liability, and warned that the concept should be considered with great caution.

The Board then discussed independence as it related to the pool concept. Several noted that the approach promoted independence because it prevented firms from picking their own peer reviewer. A board member cautioned, however, that because companies generally pick their own auditors, the same independence argument could lead to a mandatory pool concept in the context of company audits. Another member agreed, likening the peer review process to a company audit in terms of how it is conducted. Several Board members responded that this argument, referred to in past meetings as “the slippery slope” argument, was inapplicable because the reviews envisioned by the QEPC were part of the regulation of the profession and had little to do with audits of business enterprises.

Mr. Falbo then moved the previous question. Mr. Woehlke explained that the effect of the motion would be to end discussion on Mr. Goldstein’s motion to amend the main motion. He said Mr. Falbo’s motion required a two-thirds vote for approval. Mr. Langowski put Mr. Falbo’s motion to a vote and it passed unanimously.

Mr. Goldstein then restated his motion that the main motion be amended to require that the white paper be submitted to the entire NYSSCPA membership for comments and a binding vote. Mr. Langowski then conducted a vote on Mr. Goldstein’s motion to amend. The motion failed.

Mr. Piluso moved to amend the main motion by removing those aspects of the motion relating to implementation. Mr. Waxman seconded the motion. Following discussion, Mr. Langowski put Mr. Piluso’s motion to amend to a vote. The motion failed.

Mr. Riley then reread the main motion as follows:

Resolved, that the Board approves the QEPC white paper and authorizes proceeding to implementation of its concepts by forwarding the paper to the Legislation Committee for the development of legislative proposals based on the paper’s recommendations.

Mr. Langowski put the motion to a vote. The motion carried: sixteen in favor and eight opposed. There was one abstention, by Mr. Piluso. Those opposed were: Mss. Bailey-Brown and Michelle Cohen, and Messrs. Nowicki, Torres, Quarte, Goldstein, Waxman and Evangelista.

Mr. Kearny moved to approve Ms. Brown’s appointment to the Board for the remainder of Ms. Kirby’s term, and Mr. Nowicki seconded the motion. During discussion, Messrs. Kiamie and Westcott spoke highly of Ms. Brown and her qualifications, and strongly recommended her appointment. The motion passed unanimously.

• Goal #1: Professional Competency
• Goal #2: Maintain Public Trust
• Goal #3: Advocacy
• Goal #4: Recognition and Visibility
• Goal #5: Recruiting and Retention

Mr. angowski concluded with his recommendation that the Board adopt the revised plan as presented. A discussion ensued, during which a number of modifications were made to the bullet points underneath each goal.

Mr. Nowicki suggested that the revised plan be placed on the NYSSCPA website for membership comments and buy-in, and then re-presented at the 2006 Leadership Conference for additional vetting. Mr. Grumet responded that the Society’s budget process was driven by the specific goals and core values of the Strategic Plan; therefore, a Board-approved revision would be needed before this year’s budget process began.

Mr. Westcott moved to approve the revised strategic plan with the direction that the Executive Committee provide any non-substantive, editorial changes it believed were needed. Mr. Nowicki seconded the motion.

During the ensuing discussion, Ms. Schoenfeld moved to amend the main motion to clarify that the Board was only approving the five goals as presented and not the corresponding bullet points, which would be discussed and voted on at a later meeting. Mr. Piluso seconded the motion to amend. The motion to amend passed by Board consensus.

A Board member asked if a limited discussion were required to address a Strategic Plan implementation timeline and process for the next fiscal year. Mr. Grumet responded, however, that the Society’s budget process itself was the revised plan’s implementation process.

Mr. Langowski stated the question as follows: that the five main points of the strategic plan be approved and that bullet points associated with the plan be revised by the Executive Committee and re-presented to the Board for final approval. The motion passed unanimously.

A. Protection of Chapter Leadership. It is important to limit the liability exposure of and financial risk to chapter leaders and their firms relating to NYSSCPA events.

B. Limitation of Society Risk. The Society’s legal and business risks should be consistently analyzed and assessed regarding all obligations, not only those incurred at the state-wide level.

(1) Contracts expected to result in total expenditures of $10,000 or more.
(2) Contracts that require the Society or someone signing on the Society’s behalf to

(a) “indemnify” or “hold harmless” the other party to the contract; or
(b) either obtain insurance, or provide proof of insurance to cover the contract’s subject matter.

(3) Contracts that

(a) relate to rental or other use of a facility, including but not limited to, restaurants, hotels, or private clubs, provided that the total contract expenditures are $2,500 or more; or
(b) require the signer or his (or her firm) to sign in his or her personal capacity; or
(c) provide for damages (e.g., cancellation penalties).

1. Recommending Board members to be designated to serve on the nominating committee,
2. Vetting and recommending individuals to serve on AICPA Council from New York, and
3. Vetting and recommending individuals to serve as FAE trustees.

• Art Dignam
• Franklin H. Federmann
• Peter H. Frank
• Elliot Hendler
• Carol C. Lapidus
• Elliot A. Lesser
• Kevin J. O'Connor
• Richard E. Piluso

4. The officers and executive director and their designees should be authorized and directed to sign any documents necessary to carry out these actions.

Mr. Riley then moved that President Langowski be designated as the NYSSCPA’s 2006-2007 representative. Mr. Kearney seconded the motion. The motion passed unanimously. President Langowski abstained from the vote.

President Langowski opened the floor to any additional recommendations. Ms. Cutler moved that Sharon Sabba Fierstein be added to the list, and Mr. Kearney seconded the motion. The motion passed unanimously.

Mr. Westcott then moved that Andrew Blackman be added to the list, and Mr. Nowicki seconded the motion. The motion passed unanimously.

There being no further recommendations, Mr. Kearney moved to close nominations, and Ms. Fischman seconded the motion. The motion passed unanimously, and President Langowski declared nominations closed.

The Board was instructed that, pursuant to the standing rule SR-3, votes would be not be cumulative, and that each voting Board member would vote cast one vote for each of up to three persons.

Mr. Langowski then appointed Ms. Cutler and Mr. Casey to serve as tellers for the election.

Upon a duly-held election, Peter H. Frank, Sharon Sabba Fierstein, and Carol Lapidus received the most votes and would be recommended to the AICPA Nominating Committee. Richard Piluso received the next most votes and would serve as an alternate in the event the president-elect designate were already serving on Council. Finally, Andrew Blackman received the next most votes and would also be available to serve as an alternate in the event one of the other candidates were unable to accept nomination.

Mr. Riley then moved to recommend that the AICPA adjust the terms of directly elected members of Council from New York so as to achieve an even rotation. Mr. Nowicki seconded the motion. The motion passed unanimously.

Mr. Goldstein then moved to authorize and direct the officers and executive director and their designees to sign any documents necessary to carry out these actions. Mr. Nowicki seconded the motion. The motion passed unanimously.