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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



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