05 – A – 0
Call to Order

05 – A – 1
Minutes

a. Approval of Minutes of Board of Directors December 9, 2004, Meeting

Mr. Kearney asked Board members if they had any changes to the minutes of the December 9, 2004, Board of Directors Meeting.

Mr. Kiamie pointed out that his first name was incorrectly spelled out as “Donald”. He asked that the Board attendance section of the minutes be amended to reflect his correct name as “Don”.

There being no other amendments, Mr. Piluso moved to approve the minutes as amended by Mr. Kiamie, and Mr. Barback seconded the motion. The motion passed unanimously.

b. Minutes of February 10, 2005, Executive Committee Meeting for Information Only

The minutes of the February 10, 2005, Executive Committee meeting were provided in the Board agenda packet for the full Board’s information.

05 – A – 2
President’s Report

a. AICPA Update

President Kearney thanked Board members for attending the previous night’s dinner with AICPA Chair-elect Leslie Murphy and board representative Bob McKenna. He noted that the event was well-received.
President Kearney gave a brief report on issues discussed at the Regional Council Meeting of the AICPA, which was held in New York on March 23.

He stated that the peer review system and transparency emerged as big issues at the meeting. He noted that many at meeting viewed the peer review system itself as broken and that the system should be fixed before transparency is entertained.

With respect to a discussion of auditing standards at the regional meeting, President Kearney reported that a segment of the profession felt public company auditing standards should not apply to audits of private companies. He noted that this issue would be discussed further in May at an AICPA Council meeting to be held in Washington D.C.

President Kearney reminded Board members that the AICPA had embarked upon a financial literacy campaign designed to educate the general public about such issues as credit management, meeting medical expenses, planning for college tuition, retirement and estate planning. He stated that the need for such a campaign was strong, recounting an AICPA statistic which suggested up to fifty percent of high school graduates did not know how to balance a check book.

President Kearney stated that nothing had changed with the respect to implementing Social Security reform since the late United States Senator Moynihan from New York had come out with an initiative to tackle the system’s problems. Several opined that the CPA profession is best equipped with the financial knowledge to determine whether a particular reform could work in practice.

President Kearney reported that the AICPA was continuing to cooperate with state CPA societies to offer members spokesperson training and access to extensive background tools on reintroducing the CPA profession to the American public.

b. Committee on Practical Reform for the Tax System

President Kearney introduced David A. Lifson, Chair of the Committee on Practical Reform for the Tax System. Mr. Lifson gave a presentation on solutions proposed by his committee to comprehensively simplify the federal income tax system. A draft white paper developed by Mr. Lifson’s committee on this issue was also distributed to the board for its information.

Mr. Lifson’s presentation was followed by several questions from Board members and a lively discussion regarding the proposals. Mr. Lifson closed his presentation by acknowledging the members of his committee as follows:

• David A. Lifson, Chair
• Joseph L. Charles
• Alan J. Dlugash
• Robert L. Goldstein
• Laurence Keiser
• Leon M. Metzger
• Stephen A. Sacks
• Maryann M. Winters

Mark Ellis moved to congratulate Mr. Lifson and the Committee on Practical Reform for the Tax System for a job well done, and Mr. Nowicki seconded the motion. The motion passed unanimously. Messrs. Goldstein and Grusd did not participate in the vote.

c. Chapter Officers’ Visits

President Kearney noted that the officers had received valuable input on issues facing the profession from members during their visits to each of the seventeen Society chapters in the fall and winter of 2004-2005. He reported that all the visitations had been well-attended and well-received.

d. COAP Fundraising

President Kearney called upon Member Relations Director William Pape to update the Board on fundraising for the Career Opportunities in the Accounting Profession (COAP) Program. Mr. Pape reported that $88,000 had been raised thus far, which was on par with fundraising efforts the previous year. He noted that the bulk of the funds were generated from firm advertising in a commemorative journal to be distributed at the Society’s annual election meeting, scheduled for May 18, 2005.

e. Annual Dinner

President Kearney called upon Managing Director Alan Schmelkin to give an update on plans for the Society’s annual election dinner. Mr. Schmelkin announced that the dinner was scheduled for May 18, 2005 at the Marriott Marquis in Manhattan and noted that David Walker, the Comptroller General of the United States, would be the evening’s guest speaker. Similar to the prior year’s dinner, the awards ceremonies would be split off from the actual dinner as cocktail receptions, in order to provide a special opportunity for recognition of the award recipients away from competing activities of the evening events.

President Kearney encouraged all Board members to attend.

f. Awards Committee

President Kearney announced that the Awards Committee selected the following as 2004-2005 awards recipients:

Hall of Fame:

Robert L. Israeloff
Samuel D. Leidesdorf

Arthur J. Dixon Public Service Award:

Janice M. Johnson

Outstanding CPA in Industry:

Mark Ellis

President Kearney congratulated the award recipients and recognized Board member Mark Ellis for his selection as an award recipient.

Mr. Kearney noted that no award recipients were selected for the Distinguished Service, Dr. Emanuel Saxe Outstanding CPA in Education, or Outstanding CPA in Government awards.

g. Benevolent Fund

Mr. Woehlke gave an update on discussions to merge the New York State Society of Certified Public Accountants Benevolent Fund, Inc. and the Foundation for Accounting Education, Inc. He noted that outside legal counsel had recommended a more measured approach which involved first amending FAE’s corporate purpose to clarify that FAE was authorized to conduct all its current activities. Once that is completed, the affected boards could revisit a potential merger.

05 – A – 3
Treasurer’s Report

a. Financial Statement for ten months ending March 31, 2005

Treasurer Bloom introduced the Society’s new Controller, Adam Cheung, CPA who was recently hired to replace the position vacated by Ms. Lynn Chambers.

Mr. Bloom then reported that combined NYSSCPA and FAE income for the period ending March 31, 2005 was $768,993. He noted that this represented a change in assets of $768,000 largely attributed to the Society’s office relocation to 3 Park Avenue. Net income was ahead of budget by $ 773,696. Cash and investments stood at $ 2,272,663 as opposed to $ 3,275,253 in the previous year.

Mr. Cheung then reviewed the details of the Society’s investment income, noting an improvement over the prior year. He pointed out a reclassification in the report of cash and cash equivalents and also a change in the way variances would be reported going forward.

In response to a question, Mr. Cheung noted that the report did not reflect the level of detail he would have preferred regarding budget employee medical and dental premiums, which was included in a general catch-all category of employee benefits. He noted that, going forward, he would break down all budget employee benefits into more specific categories for fuller disclosure.

Mr. Grumet added that an inter-company affiliation agreement between FAE and the Society would soon be proposed to address the flow of services and funds between the two organizations. It was anticipated that the agreement would be presented to the boards of each organization for their review and approval.

Secretary Nowicki asked if any remaining issues had come to light stemming from the Society’s internal controls audit performed in early 2004. Mr. Bloom responded that there were no outstanding issues to his knowledge.

President Kearney thanked Mr. Bloom for his hard work as Treasurer during the 2004-2005 year. The full board also expressed its thanks.

05 – A – 4
President-elect’s Report

a. Quality Enhancement Policy Committee (QEPC)

President-elect Langowski referred Board members to the minutes of the QEPC’s monthly meetings from fall 2004 to present, which were included in the agenda materials. He acknowledged and thanked Board members Mark Ellis and Robert Sohr for their participation and input as QEPC members.

President-elect Langowski then summarized a ranking of issues which the QEPC felt required the most immediate attention, with Peer Review occupying the topmost ranking. He noted that the QEPC felt peer review in general should be more of a quality review program than merely a peer review program. He closed by reporting that the QEPC was planning to lay out several quality concepts for Board consumption at the July leadership conference, and expressed hope that these concepts would have an impact not only in New York but beyond.

President Kearney thanked President-elect Langowski for his expert handling of the QEPC and several other newly-formed committees during the 2004-2005 year. The Board also expressed its thanks to Mr. Langowski.

b. Plans for 2005 Leadership Conference

President-elect Langowski reminded Board members that the 2005 NYSSCPA Leadership Conference was scheduled for July 10 to 12, 2005 at the Sagamore Resort, in Bolton Landing, New York. He stated that a session would be held during the conference focusing on quality issues, to be led by Frank Fusaro and David A. Lifson.

Mr. Schmelkin added that New York State Assemblyman Richard Brodsky had accepted the invitation to be the keynote speaker, and that other guests would include Society’s statewide committee chairs, young CPA chairs and AICPA council members from New York. Other invitees are the Boards of the Society, the CPAPAC and FAE, as well as Chapter Presidents and Presidents-elect and all NYSSCPA past Presidents.

05 – A – 5
Vice Presidents’ Reports

a. Chapters Update

Vice President Doran reported on efforts to coordinate chapter and committee activity by encouraging chapter representatives to participate on relevant state-wide committees via conference call. She noted that Board member Robert Sohr, who was charged by the Committee Operations Committee to assist in this effort, had participated in the January conference call of the chapter presidents and she thanked him for his input.

Vice President Eassa expressed that the chapters had become more unified through increased communication and collaboration during the year. He encouraged Board members to further chapter communication through regular contact with their respective chapter leaders.

A discussion ensued with respect to four chapters which had not submitted timely budgets to the Society for consideration in the 2005-2006 Society budget. Mr. Bloom noted that last year’s figures were used for these chapters in developing the budget. Vice President Eassa acknowledged the issue and noted the efforts by the vice presidents for chapters and Society staff to obtain the outstanding budgets. He reminded the Board that chapter leaders are volunteers who lead very busy schedules, but noted that chapter responsiveness in submitting timely budgets had increased dramatically over prior years. He encouraged Board members to recognize the hard work of chapter volunteers in bringing new members and programs to the Society. He then commended all seventeen chapters for their hard work during the 2004-2005 year, and Ms. Doran echoed the sentiment.

President Kearney thanked Ms. Doran and Mr. Eassa for their hard work as Society Vice Presidents for Chapters during the 2004-2005 year. The full board also expressed its thanks.

b. Recent Society Comments

Mr. Berlant reported that the Society had issued five sets of comments as follows:

• Comments submitted to the Information Systems Audit and Control Association by the NYSSCPA Technology Assurance Committee, chaired by Gary E. Carpenter, regarding the Proposed Information System Auditing Standard on Irregularities and Illegal Acts; dated December 30, 2004; Principal Drafters: Gary E. Carpenter, Marc Engel, Joel Lanz, Joseph B. O’Donnell, Ph.D., Yigal Rechtman, and Bruce I. Sussman;
• Comments submitted to the Financial Accounting Standards Board by the NYSSCPA Financial Accounting Standards Committee, chaired by Robert A. Dyson, regarding Proposed FASB Staff Position FIN 46(R) - b; dated February 3, 2005; Principal Drafter: Robert A. Dyson;
• Comments submitted to the International Auditing and Assurance Standards Board by the NYSSCPA International Accounting and Auditing Committee, chaired by Robert N. Waxman, regarding ISA 230 (Revised), Audit Documentation, Amendment to ISA 330, The Auditor’s Procedures in Response to Assessed Risks, and Amendment to ISQC 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Services Engagements; dated February 3, 2005; Principal Drafter: Robert N. Waxman;
• Comments submitted to the PCAOB by the NYSSCPA Auditing Standards and Procedures Committee, chaired by Mark Mycio, regarding PCAOB Release No. 2004-015 – Proposed Ethics and Independence Rules concerning Independence, Tax Services, and Contingent Fees, dated February 22, 2005; Principal Drafter: Elliot A. Lesser; and
• Comments submitted to the New York State Consolidated Fiscal Report Interagency Committee, c/o New York State Education Department, by the NYSSCPA Not-for-Profit Organizations Committee concerning Options for the Reporting of the Sale of Management Services, dated March 4, 2005; Principal Drafter: Derek Flanagan.

Mr. Berlant noted that the last comment was particularly gratifying in that the Society was directly solicited for its views, thus illustrating the high regard with which the Society is seen for its outstanding commentary.
President Kearney thanked Mr. Berlant for his hard work as Vice President during the 2004-2005 year. The board also expressed its thanks.

05 – A – 6
Secretary’s Report

a. Committees Update

Secretary Nowicki summarized recommendations of the Committee on Committee Operations (COCO) made pursuant to Executive Committee direction to downsize the committee structure so that committees would report directly to the Executive Committee through the Society’s Secretary. A full listing of COCO’s recommendations was provided in the Board agenda packet. He then reported that at its February 10, 2005 meeting, the Executive Committee approved all but two of COCO’s recommendations to be effective June 1 as follows:

• The Peer Review Committee and Professional Ethics Committee will remain in the Operations Division but report to the Quality Enhancement Policy Committee.
• The Mediation and Arbitration Committee will be moved from the Operations Division and into the Consulting Services Division.
• The Furtherance Committee will be disbanded with the proviso that the EC and the Board will monitor emerging issues and continue their ongoing evaluation of the strategic plan.
• The Managing Partners Committee will be merged into the Large Firm Practice Management Committee.
• The Promoting CPA Careers Committee function will be incorporated into the chapters.
• The remaining four committees in the Future of the Professions Division (Large and Medium Size Firm Practice Management, Small Firm Practice Management, Advancement Within the Profession and Higher Education) will be left intact in a separate division to be renamed the Development of the Profession Division, unless or until the EC, or those revisiting the strategic plan at the leadership conference, might propose a restructuring of divisions where the four committees are then deemed to have a more appropriate fit in another or new division.
• The Secretary shall meet periodically with oversight chairs and they shall report periodically to the entire EC.

The two recommendations which were not passed, but which were placed on the next Executive Committee agenda, were the following:

• The Public Relations Committee should be sunset.
• The Executive Committee should consider the concerns of the Industry Oversight Division that the Relations with the Legal Community Committee and the Cooperation with Community Businesses Committee be moved out of the Industry Division.

Secretary Nowicki further noted that the Executive Committee suggested that all education-related committees be disbanded and reconstituted as FAE committees, subject to the approval of the FAE Trustees. Lastly, he reported that Executive Committee reached consensus that the president appoint a committee, to be chaired by a chapter vice-president and including some chapter representation, to propose a committee structure for committees involved in attracting individuals to the CPA profession.

b. Nominating Process Report

Mr. Nowicki reported that the Nominating Committee met on January 13 and nominated the following individuals for the positions set opposite their names:

President Kearney thanked Secretary Nowicki for his hard work as Secretary during the 2004-2005 year, noting that his term as Secretary was expected to continue through the 2005-2006 fiscal year. The board also expressed its thanks.

a. Relocation Update

Mr. Grumet reported that to date the Society had received $400,000 of its security deposit from the landlord at its former Fifth Avenue offices.

b. Legislative Update

Mr. Grumet reported on two accountancy bills in Albany, including one with language on school district auditor rotation which the Society had not agreed with. He noted that the New York State Senate was expected to pass Society-endorsed legislation again this year under a new bill number, S4642. He also reported on a meeting held with the Assembly Speaker Sheldon Silver and Society lobbyist Fred Jacobs, noting that another meeting was planned to focus on peer review and the hours requirement.

c. Update on CPA Exam

Mr. Evangelista provided an update on issues relating to the administration of the CPA Exam, which were raised at the December Board meeting. He noted that he and Society Legislative Counsel Dennis O’Leary had met with Daniel Dustin, Executive Secretary of the New York State Board for Public Accountancy regarding these issues: 1) that New York State is the only state which reports examination results on a pass/fail basis; and 2) that the New York State Education Department (SED) unduly delays the release of examination results.

With respect to issue one, it was reported that Mr. Dustin indicated no willingness to amend the SED Commissioner’s pass/fail regulation on reporting CPA exam results; however, Mr. Dustin expected that improvements would be made to the Diagnostics Report by NASBA so that a candidate could determine areas of weakness in the exam. Mr. Grumet noted that despite the pass/fail reporting regulation, NASBA had recently made an error in sending numerical grades to New York candidates. NASBA had sent a letter to each candidate explaining this error.

With respect to issue number two, it was reported that Mr. Dustin denied that SED was responsible for any undue delay in releasing the exam results, noting that exam results must be entered into SED’s database as quickly as possible before SED gives permission to NASBA to release the results directly to candidates.

Mr. Evangelista concluded that overall the meeting was constructive and that Mr. Dustin had agreed to participate in an interview for The Trusted Professional to address issues related to the computer-based CPA examination. Mr. Grumet suggested that the Board establish a task force to continue looking at CPA exam issues, including test site conditions.

d. Member Benefits Update

Mr. Grumet reported that the Member Benefits Committee had just completed an RFP process to identify and recommend a broker and administrator of the Society’s existing membership insurance portfolio. He noted that the committee would be making its recommendation to the Executive Committee in June.

e. CAMICO Update

Mr. Grumet reported that CAMICO had 431 policies in force in New York, covering 1,468 CPAs and generating $2,565,405 in annual premiums. He noted that 43% of CAMICO’s new 2005 business was written for previously uninsured firms, thus showing that the endorsed program is continuing to meet the needs of uninsured Society members.

f. Update on Editorial Board Meetings and Press Activity

Mr. Grumet stated that he and President Kearney had participated in editorial board meetings regarding accountancy legislation with several publications across the state, which had gone well and had resulted in editorials or op-ed articles. He noted that several other newspaper publications were also interested in meeting with the Society.

g. Trade Show Update

Mr. Grumet reported the contract with the current trade show manager was coming to the end of its term. As a result, staff had initiated an RFP process. Also, staff had been speaking to representatives of the New Jersey CPA Society about the feasibility of co-sponsoring one or more trade shows in the NY-NJ metropolitan region.

h. Meeting with New Jersey State Society Staff

Mr. Grumet reported that Society department directors recently met with executive staff of the New Jersey State CPA Society. He stated that the meeting was constructive and well-received.

i. Technology Update

Mr. Grumet reported that the Society’s membership system AM4 continues to perform well. In response to a question, Mr. Grumet noted that the Society had chosen several years ago not to join with other state societies and the AICPA to develop a new association management / membership program. Instead, the Society worked with the already established AM4 software company and obtained licensing rights to the underlying program code, so that staff could reprogram the system to meet the Society’s changing needs. This had turned out to be the right decision.

Mr. Grumet also reported that the Society’s upgrade of its Great Plains accounting software had proceeded well.

j. COAP

See item 05-A-2 (d) above.

Mr. Bloom presented the proposed 2005-2006 budget which had been approved by the Finance Committee and unanimously recommended for full Board approval by the Executive Committee at the latter’s February 10, 2005, meeting. The proposal anticipated a slight deficit of $22,000 that incorporated the following features:

1. A 10% dues increase;
2. An increase in the peer review administration fee;
3. Three new staff persons: one dedicated to marketing CPE to industry, another to assist in developing policy positions for the Society, and a CPA to help strengthen the tax area (Additionally, one staff position was being eliminated, leaving a net of two new staff positions);
4. A grant to FAE of $623,725 to be paid as funds are needed by FAE with any excess over FAE’s actual requirements to remain with the Society.

A Board member stated that the budget did not seem to reflect previously-discussed cost savings associated with the Society’s relocation to 3 Park Avenue. Mr. Grumet explained that the budget reflected substantial savings over what the Society would have had to pay if it had remained at its 5th Avenue location at a higher rent, or if it had relocated to one of several more expensive locations. Mr. Schmelkin added that the configuration of the new offices allowed FAE to host more conferences in-house, those with up to 120 attendees, as opposed to contracting with expensive outside hotels. Based on actual reductions in line items for the 2005-06 Budget of $131,000, over the course of the 10 year lease, Mr. Schmelkin projected that the savings on such conferences would exceed $1 million.

A member noted that two chapters had made money through their programs and asked if the budget could reflect an increased allocation to the chapters in recognition of their revenue contribution. In the discussion which ensued, Mr. Grumet cautioned against creating a system whereby some chapters would be rewarded and others penalized, noting that such a practice would detract from organizational unity. Numerous board members agreed.

A discussion ensued with respect to four chapters which had not submitted their respective chapter budgets for inclusion the overall Society budget process. Mr. Bloom noted that last year’s figures were used for these chapters in developing the budget.

A discussion ensued with respect to the 10% dues increase. Mr. Kearney stated that the increase was necessary to meet increased expenses and also to position the Society for growth in membership services. Several members questioned whether the dues increase should be 10% upfront, or if it should be spread out over several years. Mr. Kearney responded that an analysis of the figures called for at least a 6% increase, but the decision was made to raise dues by 10% to account for anticipated inflation in the coming years and to avoid the need for another dues increase sooner.

Several Board members noted the terrific turnaround in Society and FAE finances over the last four years, with one pointing out the Society no longer relied on its line of credit to meet cash needs. Another Board member noted that the Society had only raised dues once within the past four years. In response to a question, Mr. Grumet stated that members would receive a letter of explanation regarding the reasons for the dues increase. After some discussion, the Board by consensus was in favor of the 10% increase.

Mr. Nowicki moved that the following resolution be approved:

WHEREAS the promotion and advocacy of the CPA profession in New York State is critically reliant on the efforts of the NYSSCPA, and

WHEREAS this Board desires to maintain the long term fiscal stability of the NYSSCPA in furtherance of these goals on behalf of its members,

RESOLVED that the proposed budget for 2005-2006 which includes a 10% dues increase be adopted.

Mr. Goldstein seconded the motion. Following discussion, the motion was unanimously approved. Mr. Grusd did not participate in the vote.

President-elect Langowski reminded the Board that a governance change had been adopted by the Society and FAE whereby FAE officers would not be automatically appointed by virtue of their respective Society officer position. Instead, FAE’s officers and any other Trustee vacancies would be selected by the Trustees themselves from among a group of members identified by the Selections Subcommittee and further recommended by the Society Board. The change required that the number of nominees be at least twice the number of vacancies pending on the FAE Board. He then reported that the Selections Subcommittee had looked at potential nominations for the FAE Board of Trustees, based upon selection criteria found in the FAE bylaws, and had identified fifteen names for consideration as follows:

• Warren M. Bergstein
• Arthur Bloom
• Christopher J. Byrne
• Matthew P. Cahill
• Roseanne R. Farley
• Jeffry R. Haber
• Elliot L. Hendler
• Scott J. Jaffee
• William H. Jones
• A. Rief Kanan
• Mary-Jo Kranacher
• Peter K. Maier
• D. Edward Martin
• Reynaldo L. Padilla
• Bruce L. Pepchinski

President-elect Langowski moved the names into nomination. Mr. Piluso seconded the motion. Nominee Arthur Bloom was then excused from the meeting.

President Kearney opened the floor to any additional recommendations. There being none, Mr. Wolitzer moved to close the nominations, and Mr. Ellis seconded the motion. There being no objection, President Kearney declared nominations closed.

Mr. Woehlke advised the Board that each member should select no more than ten from among the list of nominees, but could select as few as zero if they so chose. He stated that ultimately, ten individuals would be recommended to the current FAE Board of Trustees so that it could fill the five vacancies opening up June 1, 2005.

Upon a duly-held election, the following ten individuals received the most votes:

• Warren M. Bergstein
• Arthur Bloom
• Christopher J. Byrne
• Roseanne R. Farley
• Elliot L. Hendler
• Scott J. Jaffee
• Mary-Jo Kranacher
• Peter K. Maier
• D. Edward Martin
• Reynaldo L. Padilla

President Kearney noted that the list of nominees would be presented for a final election during FAE’s next meeting in May. Messrs. Bloom, Goldstein, Grusd and Jones did not participate in the election.

Following the election, President-elect Langowski mentioned that the Selections Subcommittee had an additional recommendation. He therefore made the following motion which was seconded by Mr. Piluso:

RESOLVED that the following standing rule #5 and nominating committee protocol #8 should be added to the organization’s governing rules to introduce a cooling-off period before a former staff person may serve on a group II body as defined in the Society’s Conflict of Interest policy:

SR-5 Board Nominations and Presidential Appointments of Former Staff
For a period of two years following any staff member’s separation of service from the Society or FAE (or both), (1) the Board shall refrain from advancing the nomination of such staff member to serve on the governing body of the AICPA or FAE, and (2) the President shall not appoint such staff person to any Group II Bodies as such term is defined in the Society’s Conflict of Interest policy.

NP-8. The Nominating Committee shall refrain from nominating any former staff member to fill any position, for a period of two years following such staff member’s separation of service from the Society or FAE (or both).

Following discussion, the motion was unanimously adopted. Messrs. Goldstein, Grusd and Jones did not participate in the vote.

Mr. Pape presented the Membership Report which included 282 new members (including 164 new associate members), 92 reinstatements, 75 deaths, 2 ethics candidate terminations and 8 resignations. These changes reflected a total membership of 29,987 as of April 21, 2005, as compared with 30,083 at approximately the same time the previous year. He then made a correction to the list of ethics terminations, which was duly-noted by the Board.

Ms. Bailey-Browne moved to approve the Membership Report, and Mr. Sohr seconded the motion. The motion passed unanimously. Mr. Grusd did not participate in the vote.

Mr. Pape announced that the Executive Committee unanimously recommended the endorsement of a new member benefit Kaplan CPA Review at its February meeting. The benefit would offer significant discounts to Society members for CPA exam preparation and review materials; however, no royalty revenue to the Society would be provided. In response to a question, Mr. Pape noted that student members would be eligible for the discounts.

Ms. Cohen moved, and Mr. Jones seconded, a motion to approve the member benefit being offered by Kaplan CPA Review. The motion was unanimously approved. Mr. Grusd did not participate in the vote.