02 – C – 00
Call to Order

02 – C – 01
Approval of March 19, 2002 Board Minutes

02 – C – 02
Establishment of 2002-2003 Executive Committee

Mr. Hoops noted Ms. Golden’s intention to ask that the Board form an Executive Committee for the 2002-2003 fiscal year and asked for a motion to that effect. Mr. Nelson made the following motion, which was seconded by Mr. Bloom:

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 following persons: the President, the President-Elect, the Secretary, the Treasurer, the Executive Director (who serves on a nonvoting basis), and at least five other members of the Board; and

WHEREAS, the Board desires to establish an Executive Committee for the 2002-2003 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 2002-2003 fiscal year and that in addition to the persons required to serve on such committee by the Bylaws, the following NYSSCPA Board Members are hereby designated to serve thereon:

Katharine Doran
Andrew Eassa
Neville Grusd
Laurence Keiser
Stephen Langowski
Carol Lapidus
Vincent Love
Ian Nelson
Raymond Nowicki

Following discussion, the motion was unanimously approved. Ms. Golden and Mr. Torres did not participate in the vote.

02 – C – 03
Approval of Signature Authority for 2002-2003 Fiscal Year

Ms. Golden noted that the Society needed to change its financial institution signatories to reflect the change in leadership for the 2002-2003 fiscal year and entertained a motion to that effect. Mr. Langowski made, and Ms. Barnickel seconded, the following motion:

RESOLVED, 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:

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.

Discussion of the motion ensued. One member asked for clarification of the monetary limits of authority and the number of signatures required with respect to those limits. Mr. Woehlke answered that except for the chapters’ accounts, all Society checks require two signatures regardless of amount. In addition, checks drawn for $10,000 and above require at least one officer’s signature. Mr. Woehlke added that no transfers between Society accounts require an officer’s signature.

Another Director asked if there were any external control mechanisms in place for compliance with the signature policy. Mr. Woehlke stated that the Society’s bank, the Bank of New York, had been asked if it would enforce the officer-signature policy and told the Society it would not be able to accommodate that request. He noted, however, that the policy is rigorously enforced as an internal control. He added that the bank does actively monitor the Society’s check signatures and on several occasions has telephoned him to verify the validity of signatures.

In the ensuing discussion, several Directors stated that it would be a good idea to inform the Bank of New York of the specific NYSSCPA signatory policy and again seek its assistance in full enforcement. Mr. Woehlke stated that it has been some time since the last request, and that staff would approach the bank again regarding the officer-signature requirement.

Ms. Golden asked if there were any further questions. There being none, a vote was taken and the motion passed unanimously.

02 – C – 04
Additional Matters

a. Vice President Assignments

Ms. Golden announced that she would delegate certain areas of responsibility to the Vice Presidents as follows:

• Laurence Keiser, Vice President – Chapters
• Ian M. Nelson, Vice President – Committees
• Carol C. Lapidus, Vice President – Strategic Planning
• Stephen F. Langowski, Vice President – Public Affairs

Ms. Golden noted that Mr. Langowski’s responsibility for public affairs is broader than the responsibility had been for the Vice President for Legislation. Ms. Golden added that she had asked Mr. McCoy, the former Vice President for Legislation, to continue in his legislative role in the capacity of Chair of the Legislation Task Force.

b. Board Member Confidentiality Requirement

Ms. Golden stressed the importance of maintaining confidentiality with respect to all Board matters, including but not limited to legislation. Several Board members echoed Ms. Golden’s admonition regarding confidentiality. She noted that Mr. Woehlke would give an overview of Board responsibilities at the new Board member orientation at the Leadership Conference.

c. Upcoming Meetings

Ms. Golden reminded Board members that the 2002-03 Executive Committee would conduct its first meeting of the fiscal year on June 14th at 9 a.m. at the Society’s offices. In addition, she asked Board members to hold the dates of September 24 (evening) and September 25 (all day) for the first full Board meeting after the Leadership Conference.

Ms. Golden reminded the Board that the Leadership Conference would take place at the Mohegan Sun Resort and Casino from Sunday July 14 through Tuesday July 16. She reviewed several items related to the conference, including meals, recreation, and meetings. For more information, she referred Board members to the information packet, which was mailed to them regarding the conference.

d. Chapter-Related Matters

One Director stated that he had learned several chapters were not meeting expectations and asked how this would be addressed. Mr. Grumet noted that the Board had established performance criteria for the six newly created chapters and that, by extension, former Chapter Vice President Hatfield had used the criteria in preparing a “report card” for chapters. Ms. Golden noted that the Board would address evaluation of chapters. Lou Grumet stated his desire to include both chapters and committees in the strategic planning process.

A discussion ensued on the responsibilities of the Vice President for Chapters. One Director noted that the job is an onerous one, especially for a sole practitioner given the amount of travel involved. Ms. Golden pointed out that the job of Vice President for Public Affairs is similarly an onerous role and suggested that both positions would benefit from the assistance of other Board members rather than a division of responsibilities.

Several suggestions were made, none of which were formalized as resolutions, including:

• Break down the Chapter Vice President’s task into geographic zones.
• Formation of a Committee on Chapter Operations, patterned on the Committee on Committee Operations. Mr. Grumet noted that the Board might explore the re-formation of the Chapter Operations Committee.
• Mr. Hatfield’s assistance should be sought in exploring how to make the role and function of the Chapter Vice President more effective.
• The Chapters Manual should be updated, as the Board had mandated in the strategic planning process.

One Director suggested that chapter CPE sessions be used as a means of outreach in the chapters. In this respect, he suggested the sharing of chapter-originated program materials among the chapters. He noted that specific proposals could be made to those chapters, including information on costs. Ms. Newman-Limata, President of FAE, suggested that she and Messrs. Grumet and Schmelkin, work on this issue and report back to the Board.

A discussion then ensued concerning chapter revenue from advertising. One Director stressed that guidance was needed at the chapter level on this issue. Mr. Grumet noted that staff drafted a memo with guidance on this issue for the Buffalo chapter. Board members from both the Nassau and Suffolk chapters requested a copy of the memo. The discussion then turned to chapter budgeting and Mr. Grumet advised members that such a discussion would be more appropriate as part of a discussion on the budget overall.

Mr. Grumet added that despite the difficulty of the task, Mr. Hatfield did a tremendous job in fulfilling his responsibilities as Vice President for Chapters.

02 – C – 05
Adjournment