Minutes of:

New York State Society of Certified Public Accountants (NYSSCPA) Board of Directors Meeting

Date & Time:

Friday, June 1, 2007, 10:00 a.m. to 10:45 a.m.

Location:

Meeting Held via Conference Call, pursuant to notice e-mailed May 24, 2007

Presiding Officer:

David A. Lifson, President

NYSSCPA Board Members Present:

Sharon Sabba Fierstein, President-Elect
Rosemarie A. Giovinazzo-Barnickel, Vice President
John J. Lauchert, Vice President
Edward J. Torres, Vice President
Mark Ellis, Secretary
Richard E. Piluso, Treasurer
Scott M. Adair
Edward L. Arcara
Susan M. Barossi
Joseph M. Falbo Jr.
Daniel M. Fordham
Robert L. Goecks
David R. Herman
Scott Hotalen
Martha A. Jaeckle

Suzanne M. Jensen
Lauren L. Kincaid
Gail M. Kinsella
Kevin Leifer
Beatrix G. McKane
Jason M. Palmer
Robert A. Pryba Jr.
Robert T. Quarte
Ita M. Rahilly
Judith I. Seidman
Liren Wei
Margaret A. Wood
Richard Zerah
Louis Grumet, Executive Director

NYSSCPA Board Members Absent:

Thomas Boyd
Debbie A. Cutler
Myrna L. Fischman
Elliot A. Lesser
Mark L. Meinberg

Ian M. Nelson
Thomas E. Riley
Anthony J. Tanzi
Thomas M. VanHatten
Ellen L. Williams

Staff Present:

Suvro C.K. Banerjee
Joanne S. Barry
William J. Pape

Patrick Payano
James A. Woehlke

B07 – B – 0
Call to Order

President David A. Lifson called the meeting to order at 10:00 a.m. by welcoming Board members and noting that a quorum was present.

B07 – B – 1
Minutes

a. Approval of Minutes of April 5, 2007, Board Meeting

Mr. Lifson asked Board members if they had any changes to the minutes of the April 5, 2007, Board of Directors meeting. There being none, Mr. Piluso moved to approve the minutes as presented, and Ms. Wood seconded the motion. The motion passed. All members new to the board abstained from the vote. Messrs. Ellis, Herman, Leifer and Wei did not participate in the vote.

b. Highlights of May 17, 2007 Executive Committee Meeting (for information only)

The highlights of the May 17, 2007 Executive Committee Meeting were provided for the Board’s information. President Lifson explained the purpose and function of the Executive Committee.

a. Welcome

Mr. Lifson welcomed Board members to the first meeting of the fiscal year.

b. Leadership Conference

Mr. Lifson reminded Board members that the 2007 Leadership Conference was scheduled for July 8 – July 10, 2007 at the Gideon Putnam Hotel in Saratoga Springs, New York. He encouraged all Board members to attend.

c. New Board Orientation

Mr. Lifson noted that there would be a two-part orientation for Board members at the Leadership Conference on Sunday, July 8. The first part would be a one-hour session for new board members, the second would be for all board members. He asked that all officers attend both sessions to assist in orienting the new board members. He suggested that new members review the minutes from prior Board and Executive Committee meetings, which were available on the Society’s website.

Mr. Lifson asked that the Board form an Executive Committee for the 2007-2008 fiscal year, and asked for a motion to that effect. Ms. Fierstein made the following motion, which was seconded by Mr. Torres:

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 2007-2008 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 2007-2008 fiscal year comprised of the following individuals:

David A. Lifson, President
Sharon Sabba Fierstein, President-elect
Rosemarie A. Giovinazzo-Barnickel, Vice President
John J. Lauchert, Vice President
Edward J. Torres, Vice President
Mark Ellis, Secretary
Richard E. Piluso, Treasurer
Joseph M. Falbo, Jr.
Martha A. Jaeckle
Suzanne M. Jensen
Gail M. Kinsella
Judith I. Seidman
Liren Wei
Louis Grumet (nonvoting)

Following discussion, the motion passed unanimously. Messrs. Goecks and Leifer abstained.

Mr. Lifson described the criteria used to arrive at the dates being proposed for regular meeting dates. He noted that efforts were made to avoid conflicts with holidays. Mr. Torres moved and Mr. Pryba seconded that the following dates be set for regular meetings of the Board and Executive Committee:

Board of Directors Meetings (For Board members, only unless an “open meeting.”)

2007

• Tuesday, July 10 - Leadership Conf. at Gideon Putnam (Saratoga) Open meeting
• Tuesday, Sept. 18 - Dinner Meeting 6:00 p.m. – 10:00 p.m.
• Wednesday, Sept. 19 - Society Offices 9:00 a.m. – 4:00 p.m.
• Thursday, Dec. 6 - Dinner Meeting 6:00 p.m. – 10:00 p.m.
• Friday, Dec. 7 - Society Offices 9:00 a.m. – 4:00 p.m.

2008

• Wednesday, April 2 - Dinner Meeting 6:00 p.m. – 10:00 p.m.
• Thursday, April 3 - Society Office 9:00 a.m. – 4:00 p.m.

Executive Committee Meetings (For Executive Committee members only)

2007

• Thursday, June 14 - Society Offices 9:00 a.m. – 3:00 p.m.
• Monday, August 20 - Society Offices 9:00 a.m. – 3:00 p.m.
• Wednesday, Nov. 14 - Society Offices 9:00 a.m. – 3:00 p.m.

2008

• Tuesday, February 12 - Society Offices 9:00 a.m. – 3:00 p.m.
• Thursday, May 15 - Society Offices 9:00 a.m. – 3:00 p.m.
  (To coincide w/Annual Dinner)

There was discussion of the possibility of moving the April Board meeting date to after April 15. It was noted that while the meeting could be moved earlier, it was inadvisable to move it later because the budget for the ensuing year, including the setting of dues rates, was approved at the April Board meeting. Moving the date later in past years had adversely impacted Society cash flow because it delayed the mailing of dues notices. Following discussion, the motion passed unanimously.

Mr. Lifson entertained a motion to approve a resolution regarding banking authority for the 2007-2008 fiscal year. Ms. Giovinazzo-Barnickel made, and Mr. Pryba seconded, the following motion:

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:

David A. Lifson
Sharon Sabba Fierstein
Richard E. Piluso
Louis Grumet
Joanne S. Barry
Ernest J. Markezin
Dennis M. O’Leary
William J. Pape
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. Mr. Goecks abstained.

There being no further business, the meeting adjourned at 10:45 a.m.