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Governance

Minutes of: Board of Directors Meeting     
Date & Time: Thursday, June 1, 2006, 9:05 a.m. to 9:25 a.m.
Location: Meeting Held via Conference Call, pursuant to notice e-mailed May 26, 2006
Presiding Officer: Thomas E. Riley, President
Members Present: David Lifson, President-Elect
Sharon Sabba Fierstein, Vice President
Richard E. Piluso, Vice President
Robert E. Sohr, Vice President
Mark Ellis, Secretary
Neville Grusd, Treasurer
Edward L. Arcara
Kathleen G. Brown
Thomas P. Casey
Debbie A. Cutler
Anthony G. Duffy
David Evangelista
Joseph M. Falbo
Dr. Myrna L. Fischman
Daniel M. Fordham
Don A. Kiamie
Lauren L. Kincaid


Stephen F. Langowski
John J. Lauchert, Jr.
Kevin Leifer
Elliot A. Lesser
Howard B. Lorch
Mark L. Meinberg
Jason M. Palmer
Robert A. Pryba Jr
Robert T. Quarte
Judith I. Seidman
C. Daniel Stubbs, Jr.
Anthony J. Tanzi
Edward J. Torres
Liren Wei
Margaret A. Wood
Richard Zerah
Louis Grumet, Executive Director

     
Board Members Absent: Deborah L. Bailey-Browne
Phillip E. Goldstein
Scott Hotalen



Beatrix G. McKane
Ian M. Nelson
Ellen L. Williams
Staff Present: William J. Pape
Paul L. Sinegal




James A. Woehlke


M I N U T E S


B06 – B – 0
Call to Order



After a role call, President Thomas E. Riley noted that a quorum was present and called the meeting to order at 9:05 a.m.

B06 – B – 1
Minutes






a. Approval of Minutes of April 6, 2006, Board Meeting

Mr. Riley asked Board members if they had any changes to the minutes of the April 6, 2006, Board of Directors meeting. There being none, Ms. Fischman moved to approve the minutes as presented, and Mr. Langowski seconded the motion. The motion passed. All members new to the board abstained from the vote. Mr. Ellis did not participate in the vote.

b. Draft Minutes of May 18, 2006, Executive Committee Meeting

The draft minutes of the May 18, 2006, Executive Committee meeting were provided for the Board’s information.

B06 – B – 2
President’s Report








a. Welcome

President Riley welcomed Board members to the first meeting of the fiscal year. He briefly outlined a number of objectives for the year, including a focus on ethics and an upgrade of technology and communications resources for the Society.

b. Leadership Conference

Mr. Riley reminded Board members that the 2006 Leadership Conference was scheduled for July 9-11, 2006 at the Gideon Putnam Hotel in Saratoga Springs, New York. He encouraged all Board members to attend.

c. New Board Orientation

Mr. Riley noted that there would be an orientation for new Board members on July 9 from 3:00 p.m. to 5:00 p.m. He encouraged all new Board members and requested all officers to attend the informative session. He also suggested that new members review the minutes from prior Board and Executive Committee meetings, which were available on the Society’s website.

B06 – B – 3
Establishment of 2006-2007 Executive Committee







Mr. Riley asked that the Board form an Executive Committee for the 2006-2007, fiscal year, and asked for a motion to that effect. Mr. Kiamie moved that the Board approve the following proposed resolution:

WHEREAS, the NYSSCPA Bylaws give the Board the authority to establish an Executive Committee, and

WHEREAS, if an Executive Committee is established by the Board, it is to consist of the Officers (including the Executive Director, who is to serve in a nonvoting capacity) and up to six other members of the Board; and

WHEREAS, the Board desires to establish an Executive Committee for the 2006-2007 fiscal year and wishes to appoint additional persons from among its membership to serve on such committee;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby establishes an Executive Committee for the 2006-2007 fiscal year comprised of the following individuals:

Thomas E. Riley, President
David Lifson, President-elect
Sharon Sabba Fierstein, Vice President
Richard E. Piluso, Vice President
Robert E. Sohr, Vice President
Mark Ellis, Secretary
Neville Grusd, Treasurer
Debbie A. Cutler
Joseph M. Falbo, Jr.
Daniel M. Fordham
Lauren L. Kincaid
John J. Lauchert
C. Daniel Stubbs Jr.
Louis Grumet (nonvoting)

Mr. Lesser seconded the motion. The motion was passed unanimously.




B06 – B – 4
Dates and Times for Regular Board Meetings







Mr. Riley summarized the master list of meeting dates for the Board and Executive Committee for the 2006-2007, fiscal year. Ms. Fierstein then moved and Mr. Sohr seconded that the following dates be set for regular meeting dates of the Board and Executive Committee:

Board of Directors Meetings
(Except as otherwise noted, for Board Members Only)

2006

  • Tuesday, July 11 Open Meeting, Gideon Putnam
    Saratoga, NY) at 8:30 a.m.
  • Wednesday, September 20 Dinner Meeting 6:00 p.m.
  • Thursday, September 21 Society Offices 9:00 a.m.
  • Wednesday, December 6 Dinner Meeting 6:00 p.m.
  • Thursday, December 7 Society Offices 9:00 a.m.

2007

  • Wednesday, April 4 Dinner Meeting 6:00 p.m.
  • Thursday, April 5 Society Offices 9:00 a.m.

Executive Committee Meetings
(For Executive Committee Members Only)

2006

  • Thursday, June 15 Society Offices 9:00 a.m.
  • riday, August 25 Society Offices 9:00 a.m.
  • ednesday, November 15 Society Offices 9:00 a.m.

2007

Wednesday, February 7 Society Offices 9:00 a.m.
Thursday, May _______ (to coincide w/Annual Dinner)Society Offices 9:00 a.m.

All meetings will adjourn at approximately 3:00 p.m. unless otherwise noted

There being no further discussion, the motion passed unanimously.

 



B06 – B – 5
Signature Authority for 2006-2007 Fiscal Year








Mr. Riley entertained a motion to approve a resolution regarding banking authority for the 2006-2007, fiscal year. Mr. Stubbs moved, and Mr. Sohr seconded, that the Board approve the following proposed resolution:
NYSSCPA Board of Directors

2006-2007 Bank Signatory Resolution

RESOLVED, that the Bank of America shall serve as the depository for the Society and also, wherever appropriate in the discretion of the Executive Director, for the Society’s chapters;

RESOLVED, FURTHER, that the following persons are hereby appointed to serve as authorized signatories on all banking and investment accounts of the NYSSCPA other than those of its chapters:

Thomas E. Riley David Lifson
Neville Grusd Sharon Sabba Fierstein
Louis Grumet Dennis M. O’Leary
Joanne S. Barry Ernest J. Markezin
Alan Schmelkin James A. Woehlke

RESOLVED, FURTHER, that with respect to the banking accounts of each of the chapters, there shall be three authorized signatories, the respective chapter’s president and treasurer and the Society’s Executive Director.

RESOLVED, FURTHER, that the officers and staff of the Society are hereby authorized and directed to execute and deliver any documentation required to carry out the intent of this resolution.

Following discussion, the motion passed unanimously.


B06 – B – 6
Other Matters (Discussion of Recently-approved 2005-06 Society Budget Amendment)








A Board member expressed surprise at an additional $238,000 contribution from the Society to the Foundation for Accounting Education, Inc. (FAE), which was approved by the Executive Committee at its May 18, 2006, meeting through an amendment to the 2005-2006 NYSSCPA budget. Messrs. Riley and Grusd reminded the Board that the need for a supplemental grant to FAE was discussed at the April Board meeting. At that time it was believed the supplemental grant would be approximately $190,000. The causes of FAE’s larger than expected budget deficit were escalation in hotel costs over and above what appeared likely when the 2005-2006 budget was approved, combined with lower-than-expected attendance at FAE’s industry course offerings. The April projection was based on the assumption that May conferences would have attendance consistent with the prior year, an assumption that did not bear out. As a result of less-than-expected attendance at May conferences the supplemental grant amount had grown to $238,000. Mr. Grusd said that real-time course registration data, particularly for several larger conferences occurring towards the end of the fiscal year, had allowed staff to alert the governing leadership to these losses sooner than the organizations’ annual consolidated audit.

A brief discussion ensued regarding FAE’s and the Society’s budgeting process and whether a more conservative methodology should be used with regard to FAE course revenue projections. Mr. Grusd said that course attendance and revenue was difficult to project during the budgeting process, thus requiring some reliance upon prior years’ performance. While several encouraged a conservative approach, a number cautioned against being overly conservative in developing the FAE budget.

B06 – B – 7
Adjournment






There being no further business, the meeting adjourned at 9:25 a.m.


Respectfully submitted,

Mark Ellis,
Secretary


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