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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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