| |
|
Governance
| Minutes
of: |
Executive
Committee Meeting |
|
| Date
& Time: |
Tuesday, November 11, 2008, 9:00 a.m. to 2:15
p.m. |
| Location: |
NYSSCPA Offices, 3 Park Avenue, 19th Floor |
| Presiding
Officers: |
Sharon
Sabba Fierstein, President |
| Executive
Committee 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
Cynthia D. Barry
|
John
B. Huttlinger, Jr.
Martha A. Jaeckle
Mark L. Meinberg
Liren Wei
Louis Grumet, Executive
Director
|
| Absent: |
Scott M. Adair |
|
| Staff
Present: |
Suvro
C.K. Banerjee
Joanne S. Barry
Alexander W. Charles
Ernest J. Markezin
Dennis M. O’Leary
|
William
J. Pape
Alan Schmelkin
Paul L. Sinegal
James A. Woehlke
Dominic Yung
|
| Guests: |
Michele
A. Dickey*
|
Ilene L. Persoff |
* participated by phone
M I N U T E S
| EC08 – E – 0
Call to Order
|
President Fierstein noted that a quorum was
present and called the meeting to order at 9:00 a.m. |
| EC08 – E – 1
Minutes
|
a.
Approval of Minutes of August 20, 2008, Executive Committee
Meeting
Ms. Fierstein asked if there were any
comments or corrections to the draft minutes of the
May 15, 2008, Executive Committee
meeting. Mr. Piluso moved to approve the minutes, with one
typo corrected, and Mr. Wei seconded the motion. The motion
passed unanimously.
b.
Draft Minutes of September 19, 2008, Board of Directors
Meeting
Ms.
Fierstein noted that draft September 15, 2008, Board
minutes were attached for the Executive
Committee’s
review and comment.
|
EC08 – E– 2
President’s Report
|
a.
AICPA Update
President
Fierstein reported on the AICPA Council meeting in Tucson,
Arizona. Topics
included a proposal to offer
the CPA exam to international markets that would lead
to issuing a nonaudit CPA designation for use outside
the U.S. The proposed model used the current state-based
model for initial application through passage of the
exam. Upon passage of the exam, the AICPA and NASBA
would issue and administer a “nonaudit” CPA designation.
This initiative was designed to strengthen the U.S. CPA’s
position as a premier global credential. The proposed
designation had been described as an extension of the
CPA, unlike the previous global credential initiative
(Cognitor).
She
also reported on the Council’s
discussion of mobility and referenced the map that the
AICPA exhibited
at the meeting and on its website, which inaccurately reflected
a lack of mobility activity in New York.
b.
First Installment of ADS Contribution
President
Fierstein stated that during the AICPA meeting, the Society
had
been recognized as a contributor ($50,000
over five years) to the Accounting Doctoral Scholarship
(ADS) Program at the AICPA Council meeting in Tucson,
Arizona.
c.
Town Hall Meeting Update
Ms.
Fierstein stated that the chapter town hall meetings
had gone well. Each meeting
had been unique, due
to varying needs of constituents.
d.
FAE Update
Mr.
Schmelkin stated that FAE staff had been developing the
programming for next year, with input
from
the FAE curriculum committee. The programming
next would
go to
the FAE Trustees for approval. Next year’s
classes would include courses on bankruptcy,
hedge fund accounting,
International Financial Reporting Standards,
partnerships, and soft skills. Mr. Schmelkin
said staff had met with
CPE vendors who had presented 42 topics. Eleven
topics had come out of the FAE curriculum committee.
A discussion
on POP passes then ensued. During the conversation, concerns
over cost arose.
President Fierstein asked Mr.
Schmelkin to convey concerns to the FAE Board
of Trustees. e.
PAC Update
Mr.
O’Leary briefly reviewed the PAC’s
disbursement strategy for the 2008 legislatives races
and spoke about the potential changes in New York
State Senate leadership positions and committee chairs as a result
of the newly elected Democratic Majority. He noted that
Senate Democrats supported the Society’s
accounting reform legislation in the past, which should improve
the prospects for its passage in 2009.
|
EC08 – E – 3
President-Elect’s Report
|
Quality
Enhancement Policy Committee
Mr.
Moynihan shared the QEPC’s paper on continuing
professional education. He explained the committee had examined
the practices of other professions including physicians and
attorneys. He stated that at the core of the paper is a proposed
CPE method that would remove the mindset of compliance and
instill a true desire for professional development. Mr. Moynihan
further stated that the paper recommends that each CPA develop
a continuing professional development plan every three years.
After some discussion and suggested revisions, the committee
approved the paper and recommended that it be moved forward
for presentation to the Board of Directors.
|
EC08 – E – 4
Vice Presidents’ Reports
|
a.
Chapters Update
Vice
Presidents Falbo and Dwyer reported on recent chapter
matters. Ms. Dwyer reported that the
Mid-Hudson chapter
had held a banquet dinner with a paid speaker which
resulted in a $5,000 deficit. She said she would discuss
with
Society staff a suitable formula to reduce the likelihood
of similar issues arising in the future.
Mr.
Falbo stated that the October chapter presidents’ conference
call resulted in much shared information, in an ongoing
effort to get chapters to help each other. He further
stated that
the listserve was now functioning as intended.
b.
Recent Society Comments
Vice
President Wood reported that the pace of Society comment
letters had slowed.
She noted that the Society
had produced
22 comment letters as of November 11. The latest
letter regarding the AICPA’s proposed statement
on auditing standards for interim financial information
had been
sent to the AICPA
on November 3.
c.
Committees
Vice
President Hendler reported that the committees have been
functioning well but some needed additional
assistance.
He stated further that, as always, there are
concerns regarding committee attendance at some committee
meetings. He emphasized
that well-developed meeting agendas would assist
in addressing the issues of participation and
attendance.
Mr. Hendler
stated that the October Open House initiative
resulted in 10 new
committee applications. There were about 33 new
member applications in total in October, including
applications
from the Open
House and from other initiatives.
|
EC08 – E – 5
Secretary/
Treasurer’s Report
|
a. Financial
Statements for Three Months Ended September 30, 2008
Mr.
Piluso stated that due to personal time constraints,
he had not reviewed the financial statements for August
and September. The reports were late in arriving due
to the integration of the Great Plains software system.
In
his report, Mr. Banerjee stated that his staff had incorporated
the software’s report writing function which enabled
reports to be printed directly from the general ledger.
He further stated that his staff had been reconciling
September statements.
Net revenue
for the first four months of the current
fiscal year had been less than that of Fiscal Year
2008 by $228,000.The
primary drivers of this were the strategic goals of “Professional
Competency” and “Public Trust.” Mr.
Banerjee went on to state that the overall strategic
goal of “Professional
Competency” had an unfavorable variance to
Fiscal Year 2008 of $152,000. The major component
of the unfavorable
variance had been an increase in allocated expense
due to The CPA Journal Nationwide campaign.
The strategic goal of “Public Trust” had an unfavorable
variance to Fiscal Year 2008 by $153,000. The major
component of “Public
Trust” ’s unfavorable variance had been
the increased expenses due to the hiring of a full-time “super
administrator”. Under the strategic goal of “Advocacy,” member
service‘s net dues revenue had a favorable
variance to Fiscal Year 2008 of $174,000.
b. Nominating
Process Update
Mr. Piluso stated
that an article had appeared in The Trusted Professional on the nominating committee
and
process. The
nominating committee would be meeting on January
8, 2009.
|
EC08 – E – 6
Executive Director’s Report
|
a.
Society IT Update
Mr.
Grumet stated that the Society had been in the midst
of upgrading its association management
system, AM4.
Mr. Schmelkin had attended the ASAE Annual Meeting
in California which included many potential vendors.
After
an RFP process, the Society had narrowed its choices
to two possible companies. Both companies integrate
seamlessly with the Great Plains software package.
Each vendor would
be providing extensive information and system demonstrations
as part of the selection process. A proposal would
be brought before the April Board, with a goal of converting
to the new system by the summer of 2009.
Mr.
Grumet stated that the Society had updated its Microsoft
Office
packages to 2007. The staff had
already been trained.
b.
Regulatory Update
The
matter was deferred to a future meeting.
c.
Member Benefits Program Update
The
Executive Committee was referred to the agenda attachment
regarding the current
state of
the Society’s member benefit programs
d.
Breakfast Briefings
Ms.
Barry reported that the first of a series of Breakfast
Briefings on professional
issues had
been held in October.
She stated the briefings had two purposes:
first, to create informative, timely, and relevant sessions
for the membership in an
exclusive “members only” format and, second, to
attract media to hot-topic events where they can have access
to experts.
The
first briefing had been a presidential tax forum with
representatives of both
presidential candidates’ campaigns.
Nine out of the 10 attending members of the press wrote a story
on the event.
The
next briefing, scheduled for November 17, would focus
on mark-to-market accounting. The third topic scheduled
would
be healthcare under
the new presidential administration.
e. “Linked-In” Task
Force
Ms.
Barry reported on the “Linked-In” Task
Force, headed by Vice President Hendler, in order to
pursue the viability of the Society participating
in a business social network to facilitate interactions
between members in an electronic venue. Society members
from chapters, committees, and young CPA members
had expressed interest in this over the last several
months. The Society expects to move forward with this
participation
in the Linked-In network. Consideration
would be given to hosting this in-house after the new
MIS system is acquired.
f.
Industry Mobilization Task Force
Ms.
Barry discussed the staff Industry Mobilization Task
Force. The task force
had been comprised of staff
across
departmental
lines
to develop
new and creative
ways to provide value-added services to this segment
of the membership. The group had partnered with Financial
Executives
International
(FEI), hosting
a cocktail
reception attended by members from both organizations,
as well as a series of meetings across the state
to connect chapter
officers with
their FEI
counterparts. A subscription program to The CPA
Journal was
under discussion, as was partnering
on certain educational events. Similar outreaches
were in place with
the Institute of Management Accountants. A new staff
person
had been added
to manage the
industry
initiatives, and a special section of The Trusted
Professional would focus on industry issues. This would
complement
the existing electronic
CPAs
in Industry Newsletter.
g. CPA
Journal Nationwide
Ms.
Barry reported on The CPA Journal Nationwide campaign.
She stated that the project had
launched
in October.
The targeted regions for
the initial
distribution of The CPA Journal had been Texas
and Ohio. The Society launched a direct mail
campaign, purchased airport advertisements, and
sponsored an event in the Houston Chapter of the
Texas State
Society of
CPAs.
Initial
results
showed
50 inquiries
and 40 new subscriptions, in spite of staff turnover
in this area.
h.
FAE/Benevolent Fund Proposed Merger
Mr.
Woehlke stated that paperwork had been sent to the New
York State Charities
Bureau for
its preliminary
review
of
the proposed
merger
in August. In
October, he was advised that the documents
needed to include in the court relief a
request that the Benevolent Fund’s assets
would be permitted to be used for a different
purpose than that for which the funds were
initially given.
|
EC08 – E – 7
Practice Management Oversight Committee
|
Ms.
Persoff, chair of the Practice Management Oversight Committee,
reported on her committee’s activities.
She stated that there had been concern over committee attendance.
The committee had rewritten its action plan. One goal was
to become a resource to other committees. She added that
she had discussed the Linked-In program with her committee
and had received a favorable response.
|
EC08 – E – 8
Operations Com-mittee Report – Membership
Committee
|
Ms.
Dickey, chair of the Membership Committee, reported that
her committee had met monthly to discuss maintaining
and increasing membership. Her committee often held events
to try to attract inactive members. She stated that dues
reduction had continued to be a concern. Ms. Dickey also
stated that her committee had thought about proposing
a new category of membership for part-time employees,
as well as a late fee. Ms. Fierstein told Ms. Dickey
that once her committee had come to a conclusion, she
should report their proposal to the Executive Committee.
|
EC08 – E – 9
Draft Proposed NYSSCPA Strategic Plan
|
Mr. Yung reported on the draft strategic plan. The Executive
Committee held a discussion of the goals within the draft
plan. Ms. Wood then made the following motion.
Based upon
changes and modifications, the draft strategic plan should
be presented to the Board for comments and
discussion.
Mr. Huttlinger seconded the motion. The motion
passed unanimously.
|
EC08 – E– 10
Member Benefits Approvals
|
Mr.
Pape discussed the Member Benefits Committee’s
recommendations for the Society to endorse an energy
supply company provided by Energy Plus. Energy Plus was
reported to be an Energy Service Company that provided
businesses and consumers with electricity cost savings.
Mr. Piluso moved to accept the recommendation of the
Member Benefits Committee. Mr. Wei seconded. The motion
passed unanimously.
|
EC08 – E– 11
Resolution Appointing New 401K Plan Trustee
|
Resolution
Appointing New 401(k) Plan Trustee
Mr.
Sinegal provided background regarding the appointment
of a new Trustee
for the Society employee 401(k) retirement
plan. He said that in 2006, the Metropolitan Life retirement
plan business, which had maintained the Society’s
401(k) plan for many years, was acquired by the Great West
family
of companies. The acquisition had little immediate impact
on plan participation and administration because plans
were purchased “as is.” However, an optional
process of repapering the Met Life plans as Great West
products and
services ensued. Although the Society did not, nor was
it required to, participate in the repapering process,
it nonetheless
was now required to reissue its overall plan documents
in the normal course of plan administration. This regular
process,
in effect, required the repapering of all plan documents
on Great West forms, including the execution of a corporate
resolution appointing Great West’s exclusive Trustee,
Orchard Trust, as the retirement plan’s Trustee.
Mr. Sinegal noted that this was only the corporate resolution
which required Executive Committee action; the Executive
Director had the authority to execute the other plan documents.
Mr.
Moynihan then moved to approve the following proposed
resolution:
WHEREAS,
The Employer has previously adopted a retirement plan
and,
WHEREAS, The Employer is the Plan Administrator of the
Plan, or if not the Employer, the Employer desires to name
a Plan Administrator,
RESOLVED, That, if not the Employer, the person(s) below
is (are) hereby named the Plan Administrator for the Plan
under the terms of the Plan Document:
Name(s): ____none____
WHEREAS, The Employer and Plan Administrator, if other
than the Employer, desire to remove the current Trustee
of the Plan and Trust and designate a new Trustee for the
Plan and Trust;
WHEREAS, The Employer and Plan Administrator, if other
than the Employer, desire to appoint the Trustee of the
Plan and Trust;
RESOLVED, That if not the Employer, the person(s) or institution
below is (are) hereby named the Trustee(s) of the Plan
and Trust;
Name(s): ORCHARD TRUST COMPANY, LLC
RESOLVED,
That the Treasurer is hereby authorized and directed
to pay the Trustee(s) under the Employer's Plan,
such sum or sums in accordance with the terms of said
Plan from year to year until otherwise directed by
this Board.
Mr.
Meinberg seconded the motion. The motion passed unanimously.
|
EC08 – E – 12
Membership Report
|
Mr. Pape presented the membership report, noting
that as of September 18, there were 28,919 members compared
to 29,461 at approximately the same time in the previous
year. The members included the following: 312 total applicants,
10 reinstatements, 17 deaths, and 83 resignations. Ms. Dwyer
moved to accept the report. Ms. Barry seconded. The motion
passed unanimously. |
EC08 – E – 13
Adjournment
|
Mr. Falbo made a motion to adjourn the meeting.
Mr. Wei seconded. Without objection, the meeting adjourned
at 2:15 p.m. |
Respectfully
submitted,
Richard E. Piluso
Secretary/Treasurer
|
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