|
Governance
| Minutes
of: |
Board
of Directors Meeting |
|
| Date
& Time: |
Wednesday,
June 2, 2005, 9:03 a.m. to 9:20 a.m. |
| Location: |
Meeting
Held via Conference Call, pursuant to notice sent May 20, 2005 |
| Presiding
Officer: |
Stephen
F. Langowski, President |
M
I N U T E S
| 05–
B – 00
Call to Order
|
President
Stephen F. Langowski called the meeting to order at 9:03 a.m.
by welcoming Board members and noting that a quorum was present. |
05 –
B – 01
Minutes of April 21, 2005, Board Meeting
|
Mr.
Langowski noted that the minutes of the April 21, 2005, Board
meeting had been attached to the agenda for information purposes
and would be formally approved at the first regular meeting
of the Board on July 12, 2005.
|
| 05
– B – 02
President’s Report
|
Mr.
Langowski reminded the Board of the 2005 Leadership Conference
to be held at the Sagamore Resort in Bolton Landing, New York,
from July 10 through 12. He also noted that the New Board
Member Orientation had been moved from 11:00 a.m. to 1:00
p.m. on July 10.
|
| 05
– B – 03
Establishment of 2005-2006 Executive Committee
|
Mr.
Langowski asked that the Board form an Executive Committee
for the 2005-2006 fiscal year, and asked for a motion to that
effect. Mr. Piluso made the following motion, which was seconded
by Mr. Zerah:
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 2005-2006 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 2005-2006 fiscal year comprised
of the following individuals:
Stephen
F. Langowski, President
Thomas E. Riley, President-elect
Victor S. Rich, Vice President
Susan R. Schoenfeld, Vice President
Stephen P. Valenti, Vice President
Raymond M. Nowicki, Secretary
Neville Grusd, Treasurer
Debbie A. Cutler
Mark Ellis
Joseph M. Falbo, Jr.
John J. Lauchert
David J. Moynihan
C. Daniel Stubbs Jr.
Louis Grumet (nonvoting)
In the
discussion which ensued, Mr. Langowski noted that the non-officers
being proposed included two-each in the first, second, and
third years of their Board terms. After discussion, the motion
was passed unanimously.
|
05–
B – 04
Dates and Times for Regular Board Meetings
|
Mr.
Langowski described the criteria used to arrive at the dates
being proposed for regular meeting dates. He noted that all
meetings will normally conclude before 3:00 p.m. Mr. Moynihan
moved and Ms. Schoenfeld seconded that the following dates
be set for regular meeting dates of the Board and Executive
Committee:
Board
of Directors Meetings (For Board members only
unless an “open meeting.”)
2005
- Tuesday,
July 12 Leadership Conference at Sagamore
open meeting
- Wednesday,
Sept. 21 Dinner Meeting
6:00
p.m.
- Thursday,
Sept. 22 Society
Offices 9:00
a.m.
- Wednesday,
Dec. 7 Dinner
Meeting 6:00
p.m.
- Thursday,
Dec. 8 Society
Offices 9:00
a.m.
2006
- Wednesday,
April 5 Dinner
Meeting 6:00
p.m.
- Thursday,
April 6
Society Office 9:00
a.m.
Executive
Committee Meetings (For Executive Committee members
only)
2005
- Tuesday,
June 14 Society
Offices 9:00
a.m.
- Friday,
August 26 Society
Offices 9:00
a.m.
- Tuesday,
November 15 Society Offices
9:00
a.m.
2006
- Tuesday,
February 7 Society
Offices 9:00
a.m.
- Thursday,
May ___ Society
Offices
9:00 a.m.
(To coincide w/Annual Dinner)
There
being no further discussion, the motion passed unanimously.
|
| 05–
B – 05
Signature Authority for 2005-2006 Fiscal Year
(2005-2006 Banking Resolutions)
|
Mr.
Langowski entertained a motion to approve a resolution regarding
banking authority for the 2005-2006 fiscal year. Mr. Kiamie
made, and Mr. Ecker 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:
Stephen
F. Langowski
Thomas E. Riley
Neville Grusd
Susan R. Schoenfeld
Louis Grumet
Dennis M. O’Leary
Robert H. Colson
Joanne S. Barry
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.
|
|
05–
B – 06
Adjournment
|
There
being no further business, the meeting adjourned at 9:20 p.m.
|
Respectfully
submitted,
Raymond M. Nowicki
Secretary
|