Minutes of:

New York State Society of Certified Public Accountants (NYSSCPA) Board of Directors Meeting

Date & Time:

Friday, June 4, 2008, 9:04 a.m. to 12:15 p.m.

Location:

3 Park Avenue, 19th floor, New York, New York

Presiding Officer:

Sharon Sabba Fierstein, President

Board Members Present:

David J. Moynihan, President-Elect
Barbara S. Dwyer, Vice President
Joseph M. Falbo, Jr. Vice President
Elliot L. Hendler, Vice President
Margaret A. Wood, Vice President
Richard E. Piluso, Secretary/Treasurer
Scott M. Adair
Edward L. Arcara
John Barone
Susan M. Barossi
David S. Belsky
Warren M. Bergstein
Anthony Cassella
Cynthia D. Finn
Robert L. Goecks
David R. Herman *
John B. Huttlinger, Jr.

Martha A. Jaeckle
Lauren L. Kincaid
Gail M. Kinsella
Nancy A. Kirby
J. Michael Kirkland
Elliot A. Lesser
Anthony J. Maltese
Mark L. Meinberg
Avery E. Neumark
Robert A. Pryba Jr.
Joel C. Quall
Ita M. Rahilly
Judith I. Seidman
Liren Wei
Charles J. Weintraub
Louis Grumet, Executive Director

Board Member Absent:

Thomas Boyd
Scott Hotalen
Suzanne M. Jensen

Kevin Leifer
David A. Lifson
Thomas M. VanHatten

Staff Present:

Suvro C.K. Banerjee
Joanne S. Barry
Mary Jo Kranacher
Ernest J. Markezin

William J. Pape
Alan Schmelkin
Paul L. Sinegal
James A. Woehlke

B08 – B – 0
Call to Order

President Sharon Sabba Fierstein called the meeting to order at 9:04 a.m. by welcoming Board members and noting that a quorum was present. She also welcomed the Trustees of the Foundation for Accounting Education, Inc. who were invited to the meeting.

B08 – B – 1
Minutes

Approval of Minutes of April 3, 2008, Board Meeting
Ms. Fierstein asked Board members if they had any changes to the minutes of the April 3, 2008, Board of Directors meeting. Ms. Rahilly noted a spelling correction to her name. Mr. Hendler asked to submit non-substantive typographical suggestions to be included in the final draft. There being no other changes, Mr. Lesser moved to approve the minutes as corrected and amended, and Mr. Pryba seconded the motion. The motion passed. A number of members new to the board and, therefore, not in attendance at the April 3, 2008, Board meeting abstained from the vote.

a. Welcome

Ms. Fierstein welcomed Board members to the first meeting of the fiscal year.

b. Leadership Conference

Ms. Fierstein reminded Board members that the 2008 Leadership Conference was scheduled for July 13 to 15, 2008 at the Turning Stone Resort in Verona, New York. She encouraged all Board members to attend and briefly summarized the conference schedule, which was included in the agenda materials.

c. New Board Orientation

Ms. Fierstein noted that there would be an orientation for new Board members that afternoon at the Society’s offices. She asked that all Society officers attend the session to assist in orienting the new board members.

Ms. Fierstein reviewed the Society’s current strategic plan, which was divided into five goals: 1) Professional Competency; 2) Maintain Public Trust; 3) Advocacy; 4) Recognition and Visibility; and 5) Recruiting and Retention. Senior staff then gave brief presentations of the operations, publications and other work and initiatives pursued to meet each goal.

Following the presentation, the Board divided itself into smaller discussion groups of the goals. Ms. Fierstein noted that the exercise was part one of a strategic planning session that would resume at the Leadership Conference in July.

Ms. Fierstein asked that the Board form an Executive Committee for the 2008-2009 fiscal year, and asked for a motion to that effect. Mr. Falbo made the following motion, which was seconded by Ms. Rahilly:

WHEREAS, the NYSSCPA Bylaws grant 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 2008-2009 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 2008-2009 fiscal year comprised of the following individuals:

Sharon Sabba Fierstein, President
David J. Moynihan, President-elect
Barbara S. Dwyer, Vice President
Joseph M. Falbo, Jr., Vice President
Elliot L. Hendler, Vice President
Margaret A. Wood, Vice President
Richard E. Piluso, Secretary/Treasurer
Scott M. Adair
Cynthia D. Finn
John B. Huttlinger, Jr.
Martha A. Jaeckle
Mark L. Meinberg
Liren Wei
Louis Grumet (nonvoting)

Following discussion, the motion passed unanimously.

Ms. Fierstein presented the dates for regular meetings of the Board and Executive Committee. Mr. Falbo moved and Mr. Neumark seconded that the following dates be set for regular meetings of the Board and Executive Committee:

• All meetings will adjourn at time indicated above unless otherwise noted with agenda materials for the meeting
• June 16 Executive Committee meeting was subsequently cancelled.

Following discussion, the motion passed unanimously

Ms. Fierstein entertained a motion to approve a resolution regarding banking authority for the 2008-2009 fiscal year. Mr. Hendler made, and Mr. Pryba 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:

RESOLVED, FURTHER, that with respect to the banking accounts of each of the chapters, there shall be four authorized signatories, the respective chapter’s president, president-elect, 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.

Ms. Fierstein noted that on May 29, Alan Kahn resigned his position on the FAE Board of Trustees effective immediately. Mr. Kahn had been in the second year of his three-year term, and his resignation, therefore, created a one-year vacancy on the FAE Board.

Ms. Fierstein reminded the Board that per the FAE Bylaws, vacancies on the Board of Trustees were to be filled from a list of candidates provided by the NYSSCPA Board of Directors, so long as the Society Board submitted at least twice as many candidates as there were vacancies. She added that at its April 3, 2008, meeting, the Board recommended six candidates to fill the three vacancies opening up with the new fiscal year. At their May 14, 2008, meeting, the FAE Board of Trustees selected three individuals from the six candidates to serve three-year terms as Trustees.

Ms. Kinsella moved that the Society Board resubmit the remaining three candidates to FAE as recommendations to fill the vacancy opened up by Mr. Kahn’s resignation. Ms. Dwyer seconded the motion, which then, following discussion, passed unanimously.

There being no further business, the meeting adjourned at 12:15 p.m.