Minutes of:

New York State Society of Certified Public Accountants Board of Directors’ Meeting

Date & Time:

Tuesday, July 14, 2009, 09:06 a.m. to 12:35 p.m.

Location:

Turning Stone Resort & Casino, Verona, New York (Meeting Rooms Onondaga/Cayuga/Tuscarora)

Presiding Officer:

David J. Moynihan, President

Board Members Present:

Margaret A. Wood, President-Elect
Elliot A. Lesser, Vice President
Mark L. Meinberg, Vice President
C. Daniel Stubbs, Jr., Vice President
Liren Wei, Vice President
Joseph M. Falbo, Jr., Secretary/Treasurer
Scott M. Adair
John Barone
Cynthia D. Barry
S. David Belsky
Anthony Cassella
Sherry L. DelleBovi
Robert L. Goecks
David R. Herman
John B. Huttlinger, Jr.
Martha A. Jaeckle
Suzanne M. Jensen

Robert Kawa
Gail M. Kinsella
Nancy A. Kirby
J. Michael Kirkland
Mark G. Leeds
Anthony J. Maltese
Barbara A. Marino
Avery E. Neumark
Ita M. Rahilly
Erin Scanlon
Thomas M. VanHatten
George I. Victor
Charles J. Weintraub
Jesse J. Wheeler
Louis Grumet, Executive Director

Board Member Absent:

Ian J. Benjamin
Sharon Sabba Fierstein

Ian J. Benjamin
Sharon Sabba Fierstein

Staff Present:

Patricia Agard
Suvro K.C. Banerjee
Joanne S. Barry
Neredia Gomez
Colleen Lutolf
Ernest J. Markezin
Dennis O’Leary

William Pape
Patrick Payano
Alan Schmelkin
Paul Sinegal
James A. Woehlke
Dominic Yung

B09 - C - 1
Call to Order

President David J. Moynihan noted that a quorum was present and called the meeting to order at 9:06 a.m. Mr. Moynihan welcomed all new members of the Board of Directors, continuing members of the Board of Directors, and guests in attendance. He stated that the agenda and materials for the meeting had been provided electronically prior to the meeting and that this practice would continue for the duration of the fiscal year. He mentioned that the use of computers and any other personal digital assistant devices would be strictly prohibited during all Board of Directors’ and Executive Committee meetings. All members of the Board of Directors should assume their responsibilities seriously. An executive session would normally be held at Board of Directors’ and Executive Committee meetings. All issues addressed during the executive session—which could include personnel issues—would need to be treated confidentially. Should any member of the Board of Directors violate this policy, he or she would be removed from the Board of Directors immediately.

B09 - C - 2
Minutes

a. Approval of Minutes of June 1, 2009, Board of Directors’ Conference Call

Mr. Moynihan asked if Board members had any changes or comments to the minutes of the June 1, 2009, Board of Directors’ conference call. Ms. Kinsella moved to approve the minutes, and Mr. Neumark seconded the motion. After discussion, the motion passed unanimously with no abstention.

a. Committee Appointments

Mr. Moynihan noted that all committee appointments had been made, and he was pleased with the FY2009/10 committee structure and appointments.

b. AICPA Update

Mr. Moynihan introduced Ms. Sheri Bango Cavaney, Vice President–Practice Mobility and State Regulatory & Legislative Affairs of the AICPA, who had been asked to provide a factual presentation of the AICPA’s mobility initiatives. This topic could be discussed further at future Board of Directors’ meetings, if needed.

Ms. Bango Cavaney’s presentation could be viewed by clicking here. Her discussion included the following topics:

• The definition and history of mobility in the United States;
• The role of the AICPA in mobility;
• Substantial equivalency and its requirements;
• The notion of quid quo pro (where reciprocity would be granted to a CPA if the state of origin of that particular CPA had treated the CPAs of the other state in the same manner), as it had related to Pennsylvania and Georgia;
• Firm registration in relation to principal place of business; and
• The AICPA’s support for the Uniform Accountancy Act (UAA).

Ms. Bango Cavaney congratulated the State of New York for the passage of the New York State Accountancy Reform Legislation into Law (Bill 11696A) in 2008. Mr. Moynihan inquired about the AICPA’s current effort with its legislation for mobility, and Ms. Bango Cavaney responded that the AICPA had been educating its members and the general public on the issue. A Board member inquired about the issue of continuing professional education under mobility, to which Ms. Bango Cavaney indicated that it had not been part of mobility and would be under the jurisdiction of the individual’s home state. A Board member asked about New York State’s status on mobility. Ms. Bango Cavaney deferred the question to Mr. Moynihan, who noted that Mr. Grumet would address the issue during the “Executive Director’s Report” portion of the meeting. Vice President Lesser inquired about the disciplinary and quality aspect of mobility, and Ms. Bango Cavaney replied that she had been working and speaking with each state board of accountancy. Vice President Stubbs asked how mobility could be viewed as “pro-business,” and Ms. Bango Cavaney responded that education would be a major component. Mr. Moynihan ended the discussion by thanking Ms. Bango Cavaney for her time and insight.

c. Review of 2009 Leadership Conference

Mr. Moynihan reminded all attendees present to submit their evaluation form for the 2009 Leadership Conference. Mr. Moynihan stated that he felt the 2009 Leadership Conference had been well received by all attendees.

d. Town Hall meetings

Mr. Moynihan mentioned that the 2009 town hall meetings would take place mostly between September and November and urged members of the Board of Directors to suggest current issues for discussion at these meetings. Mr. Grumet encouraged an effort to reach out and invite non-Society members to the town hall meetings—especially those working in industry, government, and academia—given that the accountancy reform law would be a major topic of discussion.

a. Quality Enhancement Policy Committee Update

President-elect Margaret (Peggy) Wood stated that the Quality Enhancement Policy Committee had recently met and would continue to work on the white paper, which would likely be expected to be finalized by December 2009.

b. 2010 and 2011 Leadership Conference Locations

Ms. Wood noted that the locations of the 2010 and 2011 Leadership Conference had not been finalized. She would like to first evaluate the feedback from the survey before making a decision.

a. Chapters Update

Chapter Vice President Liren Wei indicated that he had completed his chapter visits. All chapter organizational meetings that he had attended had been well organized and attended. Mr. Wei noted that the discussions during the June 2009 chapter president conference call had been productive.

Chapter Vice President Mark Meinberg discussed his chapter visits and indicated that the topic of the value of being a member of the Society had been widely discussed. Mr. Meinberg had learned the goals and programs of each chapter he had visited and had also shared best practices information among the members of each chapter.

A Board member suggested that members of the Board of Directors who were also chapter representatives should attend the board meetings of their respective chapters in order to enhance communications among all parties within the Society.

A guest added that the Political Action Committee (“PAC”) representatives should also attend the relevant chapter board meetings. Mr. Anthony Duffy, President of the PAC, indicated that he would be attending the town hall meetings this Fall.

b. Recent Society Comments

Mr. Stubbs stated that 5 comment letters had been issued this fiscal year to date. Since the April 2009 Board of Directors’ meeting, the following comments had been submitted:

• 7/2/09 - Comments on FASB’s proposed FSP 157-g that would amend FASB Statement No. 157, Fair Value Measurements, to provide application guidance for estimating the fair value of investments in investment companies that have calculated net asset value per share in accordance with the AICPA Audit and Accounting Guide, Investment Companies. Prepared by the Financial Accounting Standards Committee, chaired by Mr. Mark Mycio. Principal drafters were Mr. J. Roger Donohue, Ms. Sharon Sabba Fierstein, Mr. Mark Mycio, and Mr. Robert M. Rollmann.
• 6/25/09 - A response to an invitation to comment from the New York State Department of Taxation and Finance regarding the implementation and administration of the Metropolitan Commuter Transportation Mobility Tax (MCTMT). Prepared by the New York, Multistate and Local Taxation Committee, chaired by Mr. Wayne K. Berkowitz. Principal drafters were Messrs. Wayne K. Berkowitz, Steven J. Eller, Barry H. Horowitz, and Adam Lambert.
• 6/18/09 - Comments on a discussion paper of a joint FASB and IASB project, the objective of which is to clarify the principles for recognizing revenue and create a joint revenue recognition standard for U.S. GAAP and IFRS that companies can apply across various industries and transactions. Prepared by the Financial Accounting Standards and International Accounting and Auditing Committees, chaired by Mr. Mark Mycio and Mr. William M. Stocker III, respectively. Principal drafters were Mr. Deepak Doshi, Ms. Jo Ann Golden, Mr. Fred R. Goldstein, and Mr. Richard C. Jones.
• 6/3/09 - Comments on an exposure draft of a proposed statement on auditing standards on initial audit engagements, including reaudits ? opening balances. This proposed SAS would supersede SAS No. 84, Communications Between Predecessor and Successor Auditors, and represents a redrafting of SAS No. 84 to apply the Auditing Standards Board’s clarity drafting conventions and to converge with International Standards on Auditing. Prepared by the Auditing Standards Committee, chaired by Mr. Robert N. Waxman. Principal drafters were Messrs. Mark Mycio and Lawrence E. Nalitt.
• 6/3/09 - Comments on an exposure draft of a proposed statement on auditing standards that would supersede SAS No. 54, Illegal Acts by Clients, and represents the inclusion of comments by the Auditing Standards Board’s clarity drafting conventions and convergence with International Standards on Auditing. Prepared by the Auditing Standards Committee, chaired by Mr. Robert N. Waxman. Principal drafter was Mr. Robert N. Waxman.
• 5/29/09 - Comments on an exposure draft of a proposed statement on auditing standards on audit sampling. This proposed SAS represents the redrafting of SAS No. 39, Audit Sampling, to apply the Auditing Standards Board’s clarity drafting conventions and to converge with International Standards on Auditing. Prepared by the Auditing Standards Committee, chaired by Mr. Robert N. Waxman. Principal drafters were Messrs. Neal B. Hitzig, Julian E. Jacoby, and Paul D. Warner.
• 5/29/09 - Comments to the AICPA and Canadian Institute of Chartered Accountants (CICA) on their exposure draft of generally accepted privacy principles designed to be used as an operational framework to manage privacy risks. Prepared by the Technology Assurance Committee, chaired by Mr. Bruce I. Sussman. Principal drafters were Messrs. Yigal Rechtman and Bruce I. Sussman.
• 5/27/09 - Response to the NYS IAC request that constituents provide comments on five questions pertaining to the impact of FASB Statement No.158 to consolidated fiscal report providers. Prepared by the Not-for-Profit Organizations Committee, chaired by Mr. Mr. Derek Flanagan. Principal drafters were Mr. Ian J. Benjamin, Mr. Allen L. Fetterman, Mr. Derek Flanagan, Mr. Howard Lorch, Ms. Beatrix McKane, Mr. Brian O’Reilly, and Mr. David Rottkamp.
• 5/19/09 - Comments on an exposure draft of a proposed statement on auditing standards on consideration of fraud in a financial statement audit. This proposed SAS represents the redrafting of SAS No. 99 to apply the Auditing Standards Board’s clarity drafting conventions and to converge with International Standards on Auditing. Prepared by the Auditing Standards Committee, chaired by Mr. Robert N. Waxman. Principal drafters were Mr. Robert W. Berliner, Ms. Sharon M. Campbell, Mr. Vincent Gaudiuso, Mr. Mark Springer, and Ms. Anna Zubets.
• 5/12/09 - Comments on an exposure draft of a proposed set of statements on auditing standards that represent the redrafting of SAS Nos. 8, 29, and 52, in order to apply the Auditing Standards Board’s clarity drafting conventions and converge with International Standards on Auditing. Prepared by the Auditing Standards Committee, chaired by Mr. Robert N. Waxman. Principal drafters were Mr. Robert W. Berliner and Mr. Fred R. Goldstein.
• 5/6/09 - Comments on an exposure draft of a proposed set of six statements on auditing standards on risk assessment. The proposed SASs represent the redrafting of SAS Nos. 106–110, to apply the Auditing Standards Board’s clarity drafting conventions and to converge with International Standards on Auditing. Prepared by the Auditing Standards Committee, chaired by Mr. Robert N. Waxman. Principal drafters were Mr. Robert W. Berliner, Ms. Karin Blaney, Mr. Fred R. Goldstein, Ms. Jan C. Herringer, Mr. Julian Jacoby, Mr. Michael R. McMurtry, Mr. Mark Mycio, and Mr. Stephen P. Tuffy.
• 4/20/09 - Comments on an exposure draft of a proposed statement on auditing standards that would supersede SAS No. 74, Compliance Auditing Considerations in Audits of Governmental Entities and Recipients of Governmental Financial Assistance, and would revise AU section 801. Prepared by the Government Accounting and Auditing and Auditing Standards Committees, chaired by Mr. Thomas J. Goodfellow and Mr. Robert N. Waxman, respectively. Principal drafters were Mr. John F. Georger, Jr., and Mr. Thomas J. Goodfellow.
• 4/20/09 - Comments to the Public Company Accounting Oversight Board on Release No. 2009-001: Proposed Auditing Standard—Engagement Quality Review, with responses to specific questions contained in the exposure draft. Prepared by the Auditing Standards Committee, chaired by Mr. Robert N. Waxman. Principal drafters were Mr. Robert W. Berliner, Mr. Fred R. Goldstein, Ms. Jan C. Herringer, Mr. Michael R. McMurtry, and Mr. Robert N. Waxman.

Mr. Stubbs noted that two comment letters would be due on July 15, 2009, and three additional comment letters had been in process for approval.

c. Committees Update

Committee Vice President Elliot Lesser noted that 25 members had recently joined the various Society committees. The Industry Division Oversight Committee had recently approved the request for the formation of the Internal Audit Committee, along with its committee action plan. This action item would be presented to the Executive Committee in August 2009. Mr. Lesser indicated that the committee open house would be held throughout October 2009. He noted that the Society had been building a closer relationship with the New York City Chapter of the Tax Executives Institute (TEI) with a liaison committee through the Society’s statewide committee. Finally, Mr. Lesser mentioned that he had had conversations with all Chairs of the Oversight Committees.

a. Financial Statements as of and for the 12 Months Ended May 31, 2009

Secretary/Treasurer Joseph Falbo described that the condensed financial statements would be used starting in FY2009/10. He noted that any questions related to the financials must be addressed to him, not Mr. Banerjee. Mr. Falbo would then direct all requests and issues related to the finances of the Society and its affiliated entities to Mr. Banerjee.

Mr. Falbo mentioned that the Investment Committee had met recently, and quarterly meetings would be held starting in FY2009/10 (annual meetings were held in prior years).

Mr. Falbo stated that Loeb & Troper LLP had been preparing for the annual audit of the Society, which would commence on July 15, 2009. The Audit Committee would next meet on August 11, 2009, and would present results to the Executive Committee on August 18, 2009. The Audit Committee, Loeb & Troper LLP, and Mr. Banerjee would also present the results of the audit to the Board of Directors on September 17, 2009.

Mr. Banerjee provided a presentation on the unaudited financial statements of the Society for the 12 months ended May 31, 2009. It was noted that the Society had posted a net deficit of $55,454 for FY2008/09.

Mr. Falbo inquired about the meaning of the item “Accrued Expenses” on the Statement of Financial Position. Mr. Banerjee described them as the expenses not yet approved by staff or paid out to vendors. Mr. Wei asked the purpose of the item “Interfund Receivable (Payable),” also on the Statement of Financial Position, which Mr. Banerjee described as the assets or liabilities associated with the affiliated entities of the Society (e.g., the Benevolent Fund, FAE, and PAC).

b. Nominating Process Report

Mr. Falbo stated that the nominating process had begun, and solicitation for the nominating committee had been initiated. The deadline for receipt of petitions had been scheduled for August 14, 2009.

a. Legislative Update

Mr. Grumet informed members that Senator Toby Ann Stavisky had continued to be enthusiastic about the proposed legislation for the requirement of a master’s degree for CPA licensure in New York State. Mr. Grumet had asked Senator Stavisky not to move the bill in 2009, but would expect assembly sponsorship in 2010. It is Mr. Grumet’s belief that this proposed legislation would be a 2011 action item for the state Legislature.

Mr. Grumet noted that the state Assembly had unanimously approved the exemption for New York State CPAs from the tax preparer registration fee and a similar exemption for out-of-state CPAs had been pending. However, Governor Paterson had requested a repeal of the tax preparer registration fee in its entirety, and it had been pending approval by the New York State Senate.

Mr. Grumet stated that the New York State Legislature had permitted full mobility for the nonattest services to out-of-state CPAs as a result of the new accountancy reform law. However, it had been the New York State Legislature’s intention that they would need to be informed about who would be providing the services of attest, review, or compilation prior to the offering of such services in New York State. As such—and given the fact that the New York State Legislature had issues with substantial equivalency with other states—the New York State Education Department (NYSED) would need to receive notice and application from out-of-state CPAs and firms. Through the new accountancy reform law, attest, review, or compilation services would be solely provided by qualified New York State CPAs or preapproved out-of-state CPAs. New York State Assemblymember Deborah J. Glick had recently reiterated New York State Legislature’s stance on mobility to Past President Riley through a letter, which had explained that mobility had been debated and had been rejected extensively in the Legislature in 2008 and would not “…be taken up by the Assembly any time soon.”

b. Implementation of Chapter 651 Laws of 2008 (2009 New York State Accountancy Reform Law)

Mr. Grumet mentioned that the Society had continued to hold sessions on the new law throughout the state. The message widely held had been that the new law would result in a total of approximately 70,000 CPAs licensed and registered with the NYSED. It had been expected that the NYSED would approve new concentrations in industry and government accounting.

As a result of the new law, Mr. Grumet stated that the Society had foreseen a need to increase office space for classroom instruction and staff. The Society had begun negotiating with the current management of the building to explore options.

Mr. Moynihan requested that a formal presentation of the new law be provided to all Board members at the September 2009 meeting. He noted that members should plan on committing a full day to the September 2009 meeting due to a heavy agenda.

Mr. Grumet reiterated a few key points regarding the new law, which included:

• Expanded scope of practice,
• Effect on skills and competencies for the practice,
• Registration requirements for individuals and firms,
• Effect on “inactive” status, and
• Limited application for exemptions.

Mr. Grumet added that the assumption should be made that the new law would apply to all CPAs in New York State.

c. COAP Update

Mr. Grumet noted that approximately 205 individuals participated in the 2009 COAP program between June and July, which took place successfully throughout the state. It was expected that new programs would be created for 2010.

d. Dues Update

Mr. Grumet mentioned that the receipt of dues was tracking closely to the progress that was made at approximately the same time last year. Further details would be provided by Mr. Pape during the “Membership Report” section of the meeting.

e. Association Management System Update

Mr. Grumet stated that, in the interest of time, a more complete report would be provided at the September 2009 meeting.

f. Association Accounting System Update

Mr. Grumet stated that, in the interest of time, a more complete report would be provided at the September 2009 meeting.

a. Report from FAE President

Mr. Passikoff listed the names of all members of the FAE Board of Trustees, which included:

• James Passikoff, President;
• Warren Ruppel, President-Elect;
• Robert Colson, 1st year trustee;
• Cheryl Cornwell, 2nd year trustee;
• Daniel Fordham, 2nd year trustee;
• Scott Jaffee, 3rd year trustee;
• Don Kiamie, 3rd year trustee;
• Lauren Kincaid, 1st year trustee; and
• Priscilla (Penny) Wightman, 1st year trustee.

Mr. Passikoff thanked Ms. Cohen and Messrs. Martin and Haber for their past service to the FAE Board of Trustees between 2008 and 2009.

He noted that the FAE Board of Trustees had held an organizational meeting on June 10, 2009, and had set its meeting schedule for the remainder of FY2009/10.

Mr. Passikoff stated that on July 12, 2009, the FAE Board of Trustees had held a board meeting, where the following topics had been discussed:

• Presentation of the FAE financials by Mr. Banerjee (the NYSSCPA’s contribution to FAE during FY2008/09 had been approximately $354,000);
• Benevolent Fund/FAE merger;
• COAP Scholarships;
• Flash report by Mr. Schmelkin (attendance had decreased from FY2007/08 but had been better than FAE’s 2nd best fiscal year during 2006 and 2007);
• Approval of a contract with Executive Education for the industry program;
• Formation of the curriculum committee (to be chaired by Mr. Fordham, with involvement by Mr. Jaffee; additional volunteers had been requested);
• Formation of the scholarship committee (to be chaired by Ms. Wightman). Board members were encouraged to inform Ms. Wightman of any fund-raising ideas; and
• Approval of Pay-One-Price passes for the period between September 1, 2009, and December 31, 2009:
  
  • Individual 3-day pass?$975 (note: the FAE Board of Trustees had subsequently revised the cost downward to $950 on July 21, 2009);
  • Individual 5-day pass?$1,350; and
  • Firm 10-day pass?$2,700.

b. Proposed Merger with Benevolent Fund

Mr. Woehlke noted that preliminary approval had been granted by the New York Charities Bureau of the Office of the New York State Attorney General, and the NYSED had also provided its consent. Final approval had been pending by the New York Charities Bureau.

Mr. Duffy reported the new officer and trustees of the PAC, which included:

• Mr. Anthony Duffy, President;
• Mr. David Arcara, 1st year trustee (Buffalo);
• Ms. Eileen Hamlin, 1st year trustee (Utica); and
• Ms. Margaret Hannon, 1st year trustee (Manhattan/Bronx).

Mr. Duffy noted that the PAC had had a meeting on July 12, 2009. The following issues had been discussed:

• Review of FY2008/09 financial statements:
• 15% decrease in member contributions;
• An expected continued decrease during FY2009/10; and
• Approximately $174,000 in assets as of May 31, 2009— a decrease of approximately $50,000 from May 31, 2008 (this had been the first time that assets had been below $200,000).
• General awareness of PAC:
• A lack of understanding existed about PAC among Society members,
• PAC would need to continue informing Society members of its main purpose,
• PAC officers to be present at upcoming town hall meetings, and
• PAC to maintain communications with managing partners.

Mr. Duffy added that a new disbursement guideline had been established by the PAC for FY2009/10. In addition, the primary focus of PAC contributions would be targeted toward the Fall 2010 statewide election season.

Mr. Moynihan reiterated the importance of PAC to the Society. Mr. Grumet mentioned that contributions to Senators LaValle, Klein, and Stavisky would continue at the individual level. One of the aforementioned senators could potentially speak at the upcoming Board meeting in September 2009.

A member indicated that it would be helpful to provide information on PAC activities at chapter board meetings. Another member stated that it would be beneficial to offer publicity for the PAC in The Trusted Professional.

Mr. Ronald Parisi, National Program Director of CAMICO Mutual Insurance Company (CAMICO), provided a report of his company’s current business. Topics of discussion included:

• Portfolio in New York State:
• 46 enforced policies,
• $300 million in premiums, and
• 2,500 professionals insured.
• Change of ratings by AM Best:
• A downgrade in April 2009 from A- (stable outlook) to B++ (stable outlook), and
• The downgrade was attributed to a loss of surplus of approximately 25% ($15 million).
• Recent adverse business results:
• 2,005 large claims in 2009;
• During the fourth quarter of 2008, CAMICO had experienced a significant increase in reported claims, mostly in fraud; and
• Typically, insurance claims would surface 12 to 24 months after the beginning of an economic downturn. This had not been the case for the 2008 recession.
• Alliance with Liberty Mutual as of July 13, 2009:
• Insurees with policy limits greater than $2 million would be managed by the new alliance;
• Insurees with policy limits lower than $2 million would be managed by CAMICO;
• It was expected that the alliance would restore the financial health of CAMICO, and it would eventually be upgraded back to the A- rating; and
• Given the alliance with Liberty Mutual, CAMICO would be responsible for the underwriting, claim, risk management process, and pricing, while Liberty Mutual would assume the risks.

Mr. Lesser inquired about the impact on CAMICO’s underwriting business this year as a result of the new alliance. Mr. Parisi responded that it would be expected that the new alliance would lead to a growth in its underwriting business. A member inquired about the length of the alliance, to which Mr. Parisi stated that it would be three years and it would be CAMICO’s expectation that the duration would be lengthened. Mr. Moynihan ended the discussion by thanking Mr. Parisi for his time and insight.

Mr. Pape presented the membership report, noting that, as of July 14, 2009, there were 28,182 members, compared to 28,547 at approximately the same time in the previous year. The members included the following (based on changes since June 1, 2009, with 28,011 members): 254 total applicants, 42 reinstatements and readmissions, 23 deaths, 99 resignations, and 3 ethics-related terminations. Mr. Pape noted that dues collection had been approximately 1.5% behind about the same time in the previous year and that the Society had been pleased with the progress, despite the recession. Mr. Pape also stated that approximately 54 industry members had been admitted to the Society since January 2009, despite a lack of an aggressive recruitment campaign. However, such efforts would soon be initiated.

Ms. Kinsella moved to accept the membership report, and Ms. C. Barry seconded the motion. After discussion, the motion passed unanimously with no abstention.

Mr. Moynihan stated that the Selection Committee Appointees named would be Ms. C. Barry, and Messrs. Cassella, Leeds, and Neumark.

Mr. Falbo motioned to approve the appointment of the Selection Committee Appointees, and Ms. Jensen seconded the motion. After discussion, the motion passed unanimously with no abstention.

Mr. Steve Tessler, Vice President of Sales (New York Division), and Senior Partner of CheckPoint HR, and Pete Nahaczewski, Vice President and Director of Sales/NY of CheckPoint HR, provided a report on their company’s current business. Notable items of discussion included:

• CheckPoint HR served medium-sized businesses (50 to 5,000 employees) in managing their human capital throughout the entire employee life cycle; and
• CheckPoint HR, founded on July 13, 2007, had originally acquired a $5 million web-based HR program and had progressively developed a hosted web-based application for its clients.

A multimedia presentation was also provided, detailing the services offered by CheckPoint HR. Mr. Moynihan ended the discussion by thanking Messrs. Tessler and Nahaczewski for their time and insight.