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Governance

Minutes of: Board of Directors Meeting     
Date & Time: Tuesday, July 16, 2002,
8:10 a.m. to 12:10 p.m.
Location: Mohegan Sun Hotel, Uncasville, CT
Presiding Officer: Jo Ann Golden, President
Members Present: Jeffrey R. Hoops, President-Elect
Laurence Keiser, Vice President
Stephen F. Langowski, Vice President
Carol C. Lapidus, Vice President
Ian M. Nelson, Vice President
Thomas E. Riley, Secretary
Frank J. Aquilino, Treasurer
William Aiken
Spencer L. Barback
Rosemarie A. Barnickel
Michael G. Baritot
Peter L. Berlant
Arthur Bloom
Andrew M. Cohen
Walter Daszkowski
Katharine K. Doran
Barbara S. Dwyer
Andrew M. Eassa
David Evangelista
Franklin H. Federmann
Peter H. Frank
Angelo J. Gallo
Neville Grusd
David W. Henion
Nancy A. Kirby
Sandra A. Napoleon-Hudson
Nancy Newman-Limata
Raymond M. Nowicki
Kevin J. O’Connor
Robert S. Peare
Mark A. Plostock
Joseph J. Schlegel
Robert E. Sohr
Robert A. Sypolt
Edward J. Torres
Beth I. Van Bladel *
Howard D. Weiner
Philip Wolitzer
Louis Grumet, Executive Director
    *participated via phone
Members Absent: Michael J. DePietro Vincent J. Love
Others Present: Glenn Albin
Marcy Bajusz
Daniel Ballard
Michael L. Borsuk
Thomas Boyd
Thomas Casey
Samuel J. Chasky
Rona Cherno
Ann B. Cohen
Michelle Cohen
Barry Doll
Bob Fagliarone
Joseph Falbo, Jr.
Melvin Feit
Myrna Fischman
Daniel M. Fordham
George T. Foundotos
Phyllis Graybow
Arnold Haskell
Elliot L. Hendler
Mark Israel
Steven Kaplan
Stuart Kessler

Mark Koziel
Henry Krostich
Donald Lutt
Leon Manoff
Frank Marino
Kevin McCoy
Vance E. Natoli
Jason Palmer
Richard Piluso
Walter M. Primoff
Ellen Rea
Jeff Rosenbaum
David Rosenzweig
Robert Schaffer
Herbert Schoenfeld
Susan Schoenfeld
James Schwartz
Barry B. Seidel
Judith Seidman
Don Taylor
Stephen Valenti
Pat A. Wright
Staff Present: Joanne Barry
Lynn T. Chambers
Robert Colson
Ernest J. Markezin
Dennis O’Leary
William Pape
Alan Schmelkin
James A. Woehlke

M I N U T E S

02 – D – 0

Call to Order

Ms. Golden noted that a quorum was present and called the meeting to order at 8:10 a.m. She asked everyone present to introduce himself or herself.

02 – D – 1

Minutes of the June 3, 2002 Conference Call

Ms. Golden asked if there were any revisions to the minutes of the Board conference call of June 3, 2002. There were none. Mr. Berlant moved that the minutes be approved as written, Mr. Gallo seconded. The motion carried unanimously.

02 – D – 2

Financial Matters

Ms. Golden expressed her thanks to immediate past president Nancy Newman-Limata for her leadership during the preceding year and presented Ms. Newman-Limata with a gift in appreciation for her efforts.

a. Financial Statements

Ms. Golden asked Mr. Aquilino to present a report on the Society’s financial position. He described how the budget is prepared then turned to the operations for the year ended May 31, 2002, focusing in particular on the shortfall in revenue from educational activities.

Mr. Hoops asked how the $1.1 million deficit was funded in the year ended May 31, 2002. Mr. Aquilino answered that the Society relied on a $500,000 line of credit and the advance use of 2002-2003 dues, which began to be collected in March.

One Board member asked the record to show that Executive Committee should be given a month-by-month cash flow statement including a projection of sources and uses of cash for the succeeding twelve months. Mr. Grumet said this would be done. Another director asked for a written plan on how the Society would fund the deficit. Mr. Grumet responded that he would have such a report prepared. A third director asked for consolidating financials. Mr. Aquilino responded that the audited financials are presented in consolidated form. Finally, a fourth director advised that when the financial statements are printed in The Trusted Professional, there should be an explanation about what caused the deficit.

b. Update on Audit Schedule

Ms. Golden recognized Ms. Chambers who reported on the Audit Committee’s recent meeting. Ms. Chambers explained that preliminarily, she expected the management letter to suggest a more formalized disaster plan and records-retention policy for the Society. New areas of focus for the audit this year include the Society’s processing of payroll, integration of the AM4 membership system with the Great Plains accounting software, FAE’s operating loss, and a review of member travel expenses. The auditors arrived at the Society’s offices on July 7 and draft audited statements are expected to be presented at the Audit Committee’s August 7 meeting. One director asked if the auditors had raised a going-concern issue. Mr. Nowicki, who serves as a member of the Audit Committee, said the issue was not raised, but cautioned that the Board should be very cognizant of current-year activities to avoid the potential of that concern arising in the future. One director asked how successful the accounts receivable collection efforts were and asked for an interim report on collections. Mr. Grumet indicated this would be done.

02 – D – 3

President’s Report

a. Master List of Meeting Dates

Ms. Golden commended the master list of meeting dates contained in the agenda materials to the Board. She noted that Mr. Barry Melancon had agreed to attend the September 24 Board dinner.

b. Bylaws Task Force

Ms. Golden noted that Ms. Fierstein is heading a task force to revise the bylaws.

c. Report on AICPA Council Meeting

CPA2Biz. Ms. Golden provided a background for the May 7 letter from Ms. Newman-Limata to Ms. Kathy Eddy, immediate past chair of the AICPA and one of the CPA2Biz directors, who had done presentations on the status of CPA2Biz at the Spring regional meetings of AICPA Council, with questions to the AICPA regarding CPA2Biz. She noted that NYSSCPA staff had prepared a side-by-side comparison of the May 7 letter with the response presented by Mr. Michael Mountjoy, chair of the AICPA Finance Committee and another of the CPA2Biz directors, at the full Council meeting on May 21, which was included with the Board’s agenda. Mr. Hoops noted that the side-by-side comparison showed that a number of Ms. Newman-Limata’s questions had gone unanswered.

Computerization of Uniform CPA Examination. This matter was included in the report on the State Board for Public Accountancy.

Recruitment Initiative. Ms. Golden noted the AICPA’s recruitment initiative, which included Internet web sites designed to attract student interest in the CPA profession. Ms. Golden asked Ms. Barry to report on the Society’s efforts to place ads in New York college newspapers. She said advertisements had been placed in twelve college newspapers throughout the state.

Massachusetts Society Call for AICPA Governance Review. Ms. Golden noted that the Massachusetts Society, prior to the May AICPA Council meeting, sent a letter to AICPA leadership asking Council to formally look into its role as governing body of the Institute and how the AICPA can capture timely and accurate feedback from the rank-and-file membership. AICPA chair Castellano announced at the beginning of the May Council meeting that the issues raised by the Massachusetts Society would be explored in breakout sessions at the Council meeting to be held in Hawaii in October 2002.

d. Chapters Update

Ms. Golden recognized Mr. Keiser, vice-president for chapters, who presented a status report on the chapters.

e. Relations with State Board for Public Accountancy

Ms. Golden recognized Mr. McCoy, chair of the Legislative Task Force, who reviewed recent activities of the State Board for Public Accountancy. He noted that the State Education Department is poised to promulgate a number of regulations in the absence of state legislation. These include: work paper documentation and retention, regulations addressing rotation of auditors, and restrictions on CPAs accepting employment with audit clients.

Ms. Golden then recognized Mr. Seidel, a past Society president and member of the State Board for Public Accountancy, who gave an update on the computerized examination. He reported that contracts had reportedly been signed regarding the administration of a computerized CPA exam beginning Spring 2004 by Prometric, Inc. a subsidiary of Thomson Publishing, in cooperation with the AICPA and National Association of State Boards of Accountancy (NASBA). He noted that New York had not signed on to the arrangement because of apparent conflicts of interest resulting from loans Prometric had agreed to make to the AICPA ($10 million) and NASBA ($3 million) and due to the fact that Thomson publishing both owned Prometric, Inc. and was a co-venturer in CPA2Biz. At its last meeting, the State Board for Public Accountancy recommended that the State Education Department issue a request for proposal for development of a CPA examination independent of the Uniform CPA Examination. He did not indicate whether the Department had taken the state board’s advice. Seven states’ public accountancy boards, though no large states other than New York, had chosen not to sign on with the AICPA/NASBA computerized examination.

f. Legislative Update

Ms. Golden noted her telephone discussion with Mr. Melancon, president and CEO of the AICPA, the preceding evening. She noted that the U.S. Senate the preceding night had unanimously passed a major accounting reform bill sponsored by Senator Sarbanes.

Mr. Borsuk, a past president of the Society, was recognized by Ms. Golden and urged that the Society have a campaign to explain what audits are. Messrs. Hoops and Kessler, another former President of the Society and former chair of the AICPA, responded that now was not the time to conduct such a campaign. A director stated that if the Society were to carry out such a campaign at the present time, it would be seen as defending those responsible for recent audit failures.

Mr. Hoops outlined the legislative developments in the Oxley bill, passed by the House of Representatives in the Spring, the Sarbanes bill, and efforts in the New York legislature. He emphasized the devastating impact of the WorldCom audit failure on the legislative environment. He reminded the Board that the strength of the Society is in its 30,000 dedicated members who are serving clients well on a daily basis.

Ms. Golden recognized Mr. McCoy, chair of the Legislative Task Force, who presented a report on the Society’s legislative efforts in Albany. He listed a number of Society-sponsored initiatives, including restructuring the State Board for Public Accountancy; registration of all CPA firms; requiring all CPAs, including those in industry, to be registered and meet CPE requirements; phase-out of the 24-hour CPE rule; permission for CPAs to accept commissions; mandatory peer review; clarification of the scope-of-practice provision; a temporary permit system for CPAs who practice temporarily in the state; and a dedicated state fund to support the operations of the State Board for Public Accountancy.

He reported that the Society had not taken a position on state legislation to criminalize willful misrepresentations made to auditors.

Mr. McCoy also noted that the Society opposed a number of state legislative proposals, including mandatory rotation of audit firms every seven years, prohibiting auditors from providing non-audit services to their audit clients, a two-year restriction on an auditor’s acceptance of employment with an audit client.

Mr. McCoy outlined the Society’s efforts to assist the New York Senate in shaping a bill that does not contain the more egregious measures that have been floated in the legislature and does contain a number of the measures that the Society supports.

Ms. Golden recognized Mr. Krostich, former chair of the Peer Review Committee, who asked how the Society could support a legislative proposal that creates a higher requirement on licensees than it requires of its own members. Ms. Golden indicated that the Bylaws Task Force was expected to explore additional requirements for membership. One director asked why the Society had not taken a position on the criminalization of misstatements in financial statements. Mr. McCoy responded that it was out of deference to federal legislative efforts, some of which included these penalties. Another Board member asked if the Board should direct the Bylaws Task Force to conform membership requirements to New York. An informal poll was taken, the results of which supported inclusion of a peer review requirement for members in public practice.

Mr. Federmann then moved, and Ms. Kirby seconded, a motion to direct the Bylaws Task Force that it should include peer review as a membership requirement for members in public practice. The motion was unanimously approved.

g. FAE Update

Ms. Golden recognized Ms. Newman-Limata, president of FAE, who outlined FAE’s current initiatives.

h. Miscellaneous

Ms. Golden recognized Mr. Kessler who made an appeal to reinstate the annual conference format for the summer conference. The Board took no action on the suggestion, though Mr. Hoops offered to reopen consideration of the format of the conference for the following year. Mr. Fagliarone, a former president of the Society, was recognized. He suggested that the firms’ leaders should be included in the future leadership conferences.

02 – D – 4

Executive Director’s Report

a. Website

Ms. Golden commended to the Board the written materials accompanying the Board agenda regarding the Society’s website.

b. PAC Update

Ms. Golden recognized Mr. Foundotos to provide an update on the PAC. Mr. Foundotos gave a brief history and role of CPA PAC, including its current funding and disbursement policy.

c. COAP Update

Ms. Golden commended to the Board the written materials accompanying the Board agenda regarding this item.

02 – D – 5

Real Estate Broker

Ms. Golden introduced Messrs. Leon Manoff, Donald Lutt, and James Schwartz from GVA Williams, Real Estate Brokers. They had responded to a request for proposals issued by the Real Estate Task Force with the approval of the Executive Committee. The guests said the real estate market presently looked favorable for tenants who will be in the market place from twelve to eighteen months into the future. They proposed a relocation timetable. The task force had originally specified that the new location should be Mid-town market from 3rd to 7th Avenues between 34th Street and 48th Streets. GVA Williams suggested that the Society narrow its focus to a portion of that area called Mid-Town South, 5th to 7th Avenues between 34th and 42nd Streets. They also suggested that the Society explore dual locations, one for offices and another for seminar space.

The brokers were thanked and dismissed for the remainder of the discussion. Ms. Golden turned the discussion over to President-elect Hoops who served on the Real Estate Task Force. He provided background of the task force, chaired by past Society president Steven Baum. Mr. Hoops listed the four RFP respondents and noted that the task force recommended engagement of GVA Williams. One director suggested that the strategic planning process should take into account what space the Society needed. Another director suggested that that the Society not bifurcate space, because of the usefulness of visiting with staff after meetings. Mr. Grusd, also a member of the Real Estate Task Force, noted the importance of any decisions about FAE on the space requirements of the Society. Another director asked what the fee for the broker would be. Mr. Schmelkin responded that no fee would be due from the Society for the broker; the landlord would be responsible for the broker’s commission. The first expenditure of the Society would be the architect’s fee. Mr. Langowski moved, and Mr. Berlant seconded, a motion to engage GVA Williams to serve as the Society’s real estate broker. Following discussion, the motion was unanimously approved.

02 – D – 6

Strategic Planning

Ms. Golden introduced the subject of the Society’s strategic plan. She recognized Jean Frankel of Tecker Consultants, L.L.C., who produced two documents “Draft Strategic Plan Based on Leadership Conference Input” (Updated: July 2002) and “Resolutions: Action Planning Based on Leadership Conference” (Version: July 2002). Ms. Golden noted that she had appointed vice president Lapidus to head a task force to finalize the plan. Mr. Wolitzer moved and Mr. Berlant seconded a motion to approve the strategic plan in concept and forward it to the Strategic Planning Task Force to put into final shape. Ms. Golden opened the floor for discussion. One director asked that the Board be given time to read the two documents they had just received. Another director suggested that the document first be circulated to the Board to provide the task force guidance in its ranking of alternatives contained in the plan. A third director reemphasized this, noting that the Board should see several drafts before September to facilitate final approval at the September Board meeting. Two more directors echoed the concern that the full Board should be involved in the prioritization of the items. At that point, Mr. Wolitzer withdrew his motion.

02 – D – 7

Executive Session

The Board dispensed with the executive session.

02 – D – 8

Adjournment

Ms. Golden asked if there were any further business to come before the Board. Mr. Frank moved, and Mr. Wolitzer seconded, a motion to adjourn, which was unanimously approved. The meeting adjourned at 12:10 p.m.

Respectfully submitted,

Thomas E. Riley
Secretary


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