Minutes of:

Executive Committee Meeting Via Conference Call

Date & Time:

Monday, November 19, 2001, 11:07 a.m. to 11:57 a.m.

Location:

Meeting Held Via Conference Call Pursuant to Notice E-mailed November 15, 2001

Presiding Officer:

Nancy Newman-Limata, President

Executive Committee Members Present:

Louis Grumet, Executive Director

Others Present:

Scott Univer, BDO Seidman (via phone)

Staff Present:

James A. Woehlke

Ms. Newman-Limata welcomed Mr. Scott Univer, general counsel of BDO Seidman, and began a discussion of BDO Seidman’s request that the NYSSCPA join a lawsuit against the AICPA, CPA2Biz and Shared Services LLC. Mr. Univer explained BDO Seidman’s position that the AICPA is not acting like a non-profit organization and encouraged the Society to join the suit. Points raised during the discussion included an alleged breach of fiduciary duty by officers of the AICPA and an alleged waste of corporate assets.

Mr. Univer told the Executive Committee that BDO Seidman was willing to pay the cost of bringing the Society into the action. Mr. Univer was then thanked and dismissed from the call.

A discussion ensued regarding participation in the suit and Mr. Hatfield moved to decline the request for the Society to join the litigation. Mr. Aquilino seconded the motion. The vote was unanimous in favor of the motion with Mr. McCoy abstaining from the vote.

Mr. Woehlke, the Society’s counsel, was directed to draft a response letter to BDO Seidman, declining the invitation to join the lawsuit.