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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.
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Respectfully
submitted,
Mark Ellis,
Secretary
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