|
Governance
| Minutes
of: |
Board
of Directors Meeting |
|
| Date
& Time: |
Wednesday,
June 4, 2003, 10:06 a.m. to 10:24 a.m. |
| Location: |
Meeting
Held via Conference Call, pursuant to notice sent June 2, 2003 |
| Presiding
Officer: |
Jeffrey
R. Hoops, President |
| Members
Present: |
John J.
Kearney, President-Elect
Sandra A. Napoleon-Hudson,
Vice President
Raymond M. Nowicki, Vice President
Vincent J. Love, Vice President
Steven Rubin, Vice President
Arthur Bloom, Treasurer
Thomas E. Riley, Secretary
Spencer L. Barback
Michael G. Baritot
Rosemarie A. Barnickel
Peter L. Berlant
Andrew Cohen
Ann B. Cohen
Michelle A. Cohen
Katharine K. Doran
Barbara S. Dwyer
Robert L. Ecker
David Evangelista
|
Peter H.
Frank
Jo Ann Golden
Neville Grusd
David W. Henion
Raymond P. Jones
Nancy A. Kirby
David J. Moynihan
Kevin J. O’Connor
Robert S. Peare
Richard E. Piluso
Mark A. Plostock
Joseph J. Schlegel
Robert E. Sohr
Robert A. Sypolt
Robert N. Waxman
Philip G. Westcott
Philip Wolitzer
Louis Grumet, Executive Director
|
| |
|
|
| Members
Absent: |
William
Aiken
Walter Daszkowski
Michael J. DePietro
|
Mark Ellis
Howard D. Weiner
|
| Others
Present: |
David C.
Ashenfarb
|
David A. Lifson |
| Staff
Present: |
Joanne
S. Barry
Lynn T. Chambers
Alan Schmelkin
|
Paul L.
Sinegal
James A. Woehlke
|
M
I N U T E S
| 03–
B – 00
Call to Order
|
President
Jeffrey Hoops called the meeting to order at 10:06 a.m. by welcoming
Board members and noting that a quorum was present. |
03 –
B – 01
Approval of April 23, 2003 Board Minutes
|
Mr.
Hoops asked Board members if they had any changes to the minutes
of the April 23, 2003 Board of Directors Meeting. Mr. Barback
asked that the minutes be corrected to indicate that he was
absent from the meeting. Ms. Barnickel moved to approve the
minutes as amended by Mr. Barback, and Mr. Love seconded the
motion. The motion passed unanimously.
|
| 03
– B – 02
President’s Report – Meeting Dates
|
Mr.
Hoops drew the Board’s attention to the NYSSCPA Master
List of Meeting Dates for 2003-2004 as follows:
Board
of Directors Meetings (Board Members Only)
2003
|
Tuesday, July 15 |
Leadership
Conference
at Saratoga
Open meeting |
| Tuesday,
September 23 |
Dinner
Meeting (TBD)
6:00 p.m. |
| Wednesday,
September 24 |
Society Offices
(East Room)
9:00 a.m. |
| Wednesday,
November 19 |
Society
Offices
(East Room)
9:00 a.m. |
| |
|
| 2004 |
|
Wednesday, April 21 |
Society Offices
(East Room)
9:00 a.m. |
Executive
Committee Meetings (For Executive Committee Members
Only)
2003
| Wednesday,
June 11 |
Society
Offices
(Room 1)
9:00 a.m. |
| Wednesday,
August 13 |
Society
Offices
(Room 1)
9:00 a.m. |
| Wednesday,
October 15 |
Society
Offices
(Room 1)
9:00 a.m. |
|
Wednesday, December 17 |
Society
Offices
(Room 1)
9:00 a.m. |
| |
|
| 2004 |
|
| Wednesday,
January 14 |
Society
Offices
(Room 1)
9:00 a.m. |
| Wednesday,
February 11 |
Society Offices
(Room 1)
9:00 a.m. |
| Wednesday,
March 10 |
Society
Offices
(Room 1)
9:00 a.m. |
|
Thursday, May _______ |
Society
Offices
(Room 1)
9:00 a.m. |
•
All meetings will adjourn at 3:00 p.m. unless otherwise noted
Mr. Hoops
announced that AICPA President and CEO, Barry Melancon will
be invited to the September dinner meeting. He encouraged
all Board members to attend.
|
03 –
B – 03
Establishment of 2003-2004 Executive Committee
|
Mr.
Hoops asked that the Board form an Executive Committee for
the 2003-2004 fiscal year, and asked for a motion to that
effect. Ms. Golden made the following motion, which was seconded
by Mr. Frank:
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 2003-2004 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 2003-2004 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
K. Doran
Neville Grusd
Raymond P. Jones
Nancy A. Kirby
Vincent Love
Sandra A. Napoleon-Hudson
Raymond Nowicki
Richard E. Piluso
Steven Rubin
In the
discussion which ensued, Mr. Hoops noted that those selected
for Executive Committee membership represents a diversity
of leaders in terms of firm size, geographic location and
experience. He noted in particular that for the first time,
the Executive Committee includes 2 members from private industry.
After discussion, the motion was passed unanimously.
|
03 –
B – 04
Approval of Signature Authority for 2003-2004 Fiscal
Year
|
Mr.
Hoops noted that the Society needed to change its financial
institution signatories to reflect the change in leadership
for the 2003-2004 fiscal year and entertained a motion to
that effect. Mr. Berlant made, and Ms. Hudson 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:
Jeffrey
R. Hoops
John J. Kearney
Arthur Bloom
Louis Grumet
Robert H. Colson
James A. Woehlke
Alan Schmelkin
Joanne S. Barry
Dennis M. O’Leary
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.
A brief
discussion of the motion ensued. A 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 direct deposit and payroll accounts, all Society
checks require two signatures. In addition, checks drawn for
$10,000 and above require at least one officer’s signature.
There
being no further discussion, the motion passed unanimously.
|
03 –
B – 05
Approval of Resolution Regarding Safe Deposit Box
|
Mr.
Hoops entertained a motion to approve a resolution regarding
a safe deposit box for storage of back-up computer media.
Mr. Sohr made, and Ms. Doran seconded, the following motion:
WHEREAS,
The NYSSCPA regularly backs up its computerized information
and wishes to rent a safe location to store the back up
computer media;
NOW,
THEREFORE, BE IT RESOLVED, that the NYSSCPA shall rent a
bank safe deposit box for the purpose of storing computer
backup media and the NYSSCPA officers and employees are
hereby authorized and directed to execute any documents
necessary to carry out the intent of this resolution.
The motion
passed unanimously.
|
|
03
– B – 06
Adjournment
|
Mr.
Grusd moved to adjourn the meeting, and Mr. Love seconded
the motion. All being in favor of the motion, the meeting
adjourned at 10:24 a.m.
|
Respectfully
submitted,
Thomas E. Riley
Secretary
|