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Governance

Minutes of: Executive Committee Meeting     
Date & Time: Tuesday, February 12, 2008, 9:03 a.m. to 3:25 p.m. (meeting adjourned to March 6, 2008, from 8:30 a.m. to 11:30 a.m.)
Location: YSSCPA Offices, 3 Park Avenue, 18th Floor, Room 1
Presiding Officers: David A. Lifson, President
Executive Committee Members Present: Sharon Sabba Fierstein, President-Elect
Rosemarie A. Barnickel, Vice President
John J. Lauchert, Vice President
Edward J. Torres, Vice President
Richard E. Piluso, Treasurer
Mark Ellis, Secretary
Joseph M. Falbo, Jr.
Martha A. Jaeckle
Suzanne M. Jensen
Gail M. Kinsella
Judith I. Seidman
Liren Wei
Louis Grumet, Executive Director


Staff Present: Suvro C.K. Banerjee
Joanne S. Barry
Jake Goshert
Ernest J. Markezin
Dennis M. O’Leary

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


Guests: Susan Schoenfeld, Chair
Tax Division Oversight Committee

George Victor, Chair
Accounting and Auditing Division Oversight Committee

M I N U T E S

EC08 – A – 0
Call to Order





President Lifson noted that a quorum was present and called the meeting to order at 9:03 a.m.

EC08 – A – 1
Minutes














a. Approval of Minutes of November 14, 2007, Executive Committee Meeting

Mr. Lifson asked if there were any comments or corrections to the draft minutes of the November 14, 2007, Executive Committee meeting. There being none, Ms. Kinsella moved to approve the minutes as presented and Ms. Barnickel seconded the motion. The motion passed unanimously.

b. Approval of Minutes of December 14, 2007, Executive Committee Conference Call

Mr. Lifson asked if there were any comments or corrections to the draft minutes of the December 14, 2007, Executive Committee conference call. A correction was noted. Mr. Piluso moved to approve the minutes as corrected, and Ms. Jensen seconded the motion. The motion passed unanimously.

EC08 – A – 2
President’s Report






a. Set Tax Update

President Lifson provided an update regarding the Society’s SET Tax proposal. He referred committee members to agenda materials for several articles on the proposal which were published in The New York Sun, Financial Week, Accounting Today and Practical Accountant. He noted that the article in The New York Sun garnered approximately 60 phone calls including one from a presidential campaign.

b. Town Hall Meeting Update

President Lifson noted that the 2007-2008 round of Chapter “Town Hall” meetings had been completed. He and President-elect Fierstein spoke of the rewarding nature of the meetings and their importance to enhancing leadership communication with Society members all over the state.

c. Mobility

Messrs. Lifson and Grumet gave an overview of the AICPA Mobility Initiative and how it overlapped with – and was at variance with – the currently proposed New York State legislation governing the profession.

d. PAC Update

Mr. Grumet gave an update on recent Political Action Committee activity.

EC08 – A – 3
President-elect’s Report






a. Quality Enhancement Policy Committee

President-elect Fierstein reported that the Quality Enhancement Policy Committee (QEPC) had completed work on its pre-certification education white paper and was seeking an Executive Committee recommendation that the full board approve the white paper at its April meeting. The Executive Committee took action on the white paper as summarized below under item EC-A-15. Ms. Fierstein concluded by noting that the QEPC would be commencing its research of post-service education.

b. 2008 Leadership Conference

Ms. Fierstein described the plans for the 2008 Leadership Conference to be held July 13 to 15, 2008 at the Turning Stone Resort in Verona, New York. Ms. Fierstein reported that she had visited the property and was very impressed with the accommodations. She noted that the resort was a half hour from the Syracuse Airport for those who preferred to fly. She said that she had rearranged the conference schedule to enable people who are not on the NYSSCPA Board to reduce their time out of the office.

EC08 – A – 4
Vice Presidents’ Reports

a. Chapters Update

Vice Presidents Barnickel and Lauchert reported on recent chapter matters.

b. Recent Society Comments

Vice President Torres reported that the Society was ahead of last year’s record-breaking pace of issuing Society comments. A list of comments issued since the December board meeting follows:

  • Comments from the NYSSCPA Higher Education Committee to NASBA on their Exposure Draft of the UAA Model Education Rules 5-1 & 5-2; 1/30/08 – A response to the National Association of State Boards of Accountancy invitation to comment on their exposure draft of the UAA Model Education Rules 5-1 & 5-2.
    Principal Drafter, Priscilla Z. Wightman.
  • Comments from the NYSSCPA Financial Accounting Standards Committee to FASB on Proposed FSP FAS 142-f – Determination of the Useful Life of Intangible Assets; 1/16/08 – Comments on proposed FASB Staff Position (FSP) FAS 142-f– Determination of the Useful Life of Intangible Assets (Issued 11/26/07) that would amend Statement No. 142, Goodwill and Other Intangible Assets, paragraph 11d, to allow an entity to consider its own assumptions about renewal or extension in determining the useful life of a recognized intangible asset. Principal drafter: Margaret A. Wood.
  • Comments from the NYSSCPA Financial Accounting Standards Committee to FASB on Proposed FSP FAS 157-b – Effective Date of FASB Statement No. 157; 1/16/08 – Comments on proposed FASB Staff Position (FSP) FAS 157-b – Effective Date of FASB Statement No. 157 (issued 12/14/07) that would amend FASB Statement No. 157, Fair Value Measurements, to delay the effective date. Principal drafter: Margaret A. Wood.
  • Comments from the NYSSCPA Financial Accounting Standards Committee on Proposed FSP FAS 157-a – Application of FASB Statement No. 157 to FASB Statement No. 13; 12/28/07– Comments on proposed FASB Staff Position (FSP) FAS 157-a – Application of FASB Statement No. 157 to FASB Statement No. 13 and its related interpretive accounting pronouncements that address leasing transactions (issued 11/28/07). Principal drafter: Edward P. Ichart.
  • Comments from the NYSSCPA Higher Education Committee to AICPA on Improving the Uniform CPA Examination; 12/21/07 – A response to the AICPA’s invitation to comment on planned improvement to the Uniform CPA Examination. Principal drafters: Ronald J. Huefner, Wayne J. Morse and Priscilla Z. Wightman.
  • Comments from the NYSSCPA SEC Practice Committee to the PCAOB on Preliminary Staff Views – An Audit of Internal Control that is Integrated with an Audit of Financial Statements; 12/17/07 – Comments to the Public Company Accounting Oversight Board on their Preliminary Staff Views (October 17, 2007) – An Audit of Internal Control that is Integrated with an Audit of Financial Statements: Guidance for Auditors of Smaller Public Companies. Principal drafter: Anthony S. Chan.

President Lifson commended the comment authors for outstanding work.

EC08 – A – 5
Treasurer’s Report





a. Financial Statements for seven months ending December 31, 2007

Messrs. Piluso and Banerjee presented the Financial Statements for the seven months ending December 31, 2007. The Society was ahead of budget by $587,000 and ahead of the previous year by $582,000. To date, none of the annual grant to the Foundation for Accounting Education had been needed due to both the fact that FAE, itself, was also ahead of budget by $191,135 as of November 30, 2007. It was noted also that due to FAE’s business cycle, the contribution was typically not required until the end of the fiscal year.

b. Finance and Investment Committees Draft Action Plans

Mr. Piluso reported that the Finance Committee had accepted the changes made by the Executive Committee to its draft action plan in November and, therefore, the Finance Committee’s action plan was now final. He also relayed the committee's belief that it should be a committee of the Board.

Finally Mr. Piluso noted that he and Mr. Woehlke were still working on a draft action plan for the Investment Committee and revised Investment Guidelines.



EC08 – A – 6
Secretary’s Report





a. Nominating Process Update

Secretary Ellis reported that the Nominating Committee met on January 11, 2008 pursuant to Society bylaws and nominated the following individuals to serve in the leadership positions indicated next to their respective names:

President-elect David J. Moynihan
Vice President Barbara S. Dwyer
Vice President Joseph M. Falbo Jr
Vice President Elliot L. Hendler
Vice President Margaret A. Wood
Secretary/Treasurer Richard E. Piluso
Director-at-large S. David Belsky
Director-at-large Anthony Cassella
Director-at-large J. Michael Kirkland
Director-at-large Avery E. Neumark
Director-at-large Joel C. Quall
Director-at-large Anthony J. Maltese
Director (Adirondack Chapter) John B. Huttlinger, Jr.
Director (Brooklyn Chapter) Warren M. Bergstein
Director (Nassau Chapter) John Barone
Director (Rochester Chapter) Nancy A. Kirby
Director (Staten Island Chapter) Charles J. Weintraub
Director (Suffolk Chapter) Cynthia D. Finn

b. Committees Update

Secretary Ellis presented a summary of committee activity at the present time.



EC08 – A– 7
Executive Director’s Report


a. Legislative and State Board of Accountancy Update

Mr. Grumet briefed the Executive Committee on developments regarding accountancy legislation, noting the possibility that the State Education Department might be considering issuing a “Regents’ Bill” that tracks closely with the bill as it stood at the close of negotiations in the preceding legislative season.

b. Member Benefits Program Update

Executive Committee members were referred to the agenda materials for a written report on member benefits programs.

c. COAP Update

Mr. Grumet reported that there were expected to be ten COAP programs in 2008, and that the number of students served had grown from approximately 50 when he began as NYSSCPA Executive Director to approximately 300. He indicated his personal goal was to serve 1,000 students.

d. Peer Review Update

Mr. Markezin reported that the AICPA had updated its Peer Review standards to be effective January 2009; however, the computer systems development necessary to meet that effective date did not appear to be on target. It was noted that if the AICPA were to miss the target, it would put program administering societies in a bind as to how to comply with the new standards. This would be particularly acute in states where peer review was required for licensure; however, it was noted that the AICPA would work on a “bridge” until the new system was ready.

e. Report on the Staff Industry Initiative

Mr. Grumet noted that the staff was working on a plan to reach out to members in industry. He noted that a large number of the Society’s members in industry were clustered in a relatively small number of financial services industry concerns. He said that this could pave the way for a narrowly targeted recruitment program, which would make it very manageable.

f. FEI Discussions

Mr. Grumet reported that he had met with FEI leadership and learned there might be some common ground.


EC08 – A– 8
Annual Report of the Audit Committee



Mr. Falbo presented the first audit committee annual report, which had been transmitted to him by Audit Committee Chair, Michelle Levine. The Executive Committee reviewed and discussed the audit committee’s suggestion that its committee year be set as a calendar year, which would more closely match its activity cycle. The EC accepted the audit committee’s report and took under advisement the suggestion that the audit committee have a different committee year.

EC08 – A – 9
FAE CPE Survey

Mr. Schmelkin reported on the recently concluded CPE survey undertaken by FAE. He said that the survey reaffirmed that FAE quality programs were being very favorably received by members and other CPE users. He noted that the survey also indicated a surprisingly high response rate claiming little or no familiarity with FAE’s Pay-One-Price (POP) program. In this respect, he noted that marketing of the program would be enhanced. The survey also indicated relatively high interest in more experience level programs and online CPE participation.

 

EC08 – A – 10
Preliminary Report of the Executive Committee Brooklyn Chapter Working Group



The Executive Committee entered into executive session for this item. In November, Dick Piluso, Rosemarie Barnickel, and Ed Torres had been appointed as a working group to look into a partial reimbursement and further request for reimbursement from the Brooklyn Chapter to the Long Island University School of Business Department of Accounting, Taxation and Law. The Executive Committee received the working group's report and voted unanimously to direct that certain action be taken by David Lifson, Sharon Fierstein, and Lou Grumet.

EC08 – A – 11
Tax Division Oversight Committee Report


Susan Schoenfeld, chair of the Tax Division Oversight Committee, presented the committee’s annual report to the Executive Committee. The Executive Committee received her report.

EC08– A– 12
Accounting and Auditing Oversight Committee Report

George Victor, chair of the Accounting and Auditing Division Oversight Committee, presented the committee’s annual report to the Executive Committee. The Executive Committee received his report.
EC08 – A – 13
COAP Video

The Executive Committee viewed a new COAP recruitment video. The video was well received.
EC08 – A – 14
Approval on New Travel Reimbursement Rates

Mr. Markezin noted that reimbursement rates for committee and Board travel were adjusted annually, using federal government reimbursement rates as a benchmark. The Executive Committee approved an increase in the limit on lodging expense to $265, however some members of the Executive Committee identified several concerns they had with the lodging limit. Mr. Lifson appointed a working group consisting of Messrs. Lauchert and Ellis to review the policy for lodging costs in light of these concerns and report back to the committee at its May meeting.

Ms. Fierstein moved to approve the rates in the interim as presented. Ms. Barnickel seconded the motions. The motion passed unanimously.

EC08 – A – 15
QEPC Education White Paper

Ms. Fierstein presented the QEPC’s white paper on pre-certification education by giving an overview of the paper’s concerns and of the process by which the committee finalized the draft paper. During the ensuing discussion, the Executive Committee made several modifications to the white paper.

Mr. Wei then moved to recommend full Board consideration and approval of the pre-certification education white paper at the Board’s April meeting. Mr. Ellis seconded the motion. The motion passed unanimously.

EC08 – A– 16
Proposed Revision to Standing Rules
Mr. Woehlke noted that the Board standing rules needed to be updated in light of the bylaw change to create a fourth vice president. Mr. Piluso moved to approve the revised standing rule SR-4 for consideration by the full Board in April. Ms. Jensen seconded the motion. The motion passed unanimously.
EC08 – A – 17
Proposed Program to Increase Membership
Mr. Pape presented a plan to increase the Society’s membership. During discussion the Executive Committee by consensus asked that several changes be made to the plan before it was presented to the full Board for consideration in April.
EC08 – A – 18
2008-2009 Budget
Messrs. Piluso and Banerjee presented the proposed 2008-2009 budget. Ms. Barnickel moved to approve the budget without change for presentation to the full Board in April. Mr. Ellis seconded the motion. After discussion, a vote on the motion was held. The motion passed unanimously.
EC08 – A – 19
Membership Report

Mr. Pape presented the Membership Report as of February 12, 2008, which included 406 new members (including 147 CPA candidate and 61 student associate members), 389 reinstatements, 24 resignations and 16 deaths. These changes reflected a total membership of 28,536 as compared with 28,371 at approximately the same time the previous year.

Mr. Falbo moved to approve the Membership Report, and Mr. Ellis seconded the motion. The motion passed unanimously.

EC08 – A – 20
CAMICO Annual Goals for 2008
This matter was deferred.
EC08 – A – 21
Proposed Amendments to the Society’s Arbitration Rules

Mr. Woehlke gave a summary of the Mediation and Arbitration Committee’s proposed changes to the Society’s Arbitration Rules. He noted that the proposed changes would clarify the requirements for the Society to take jurisdiction over a dispute. He also noted that the permitted arbitrator fee was increased to be more attractive to prospective arbitrators.

Mr. Falbo moved to approve the proposed amendments to the Society’s Arbitration Rules as presented, and Mr. Torres seconded the motion. The motion passed unanimously.

EC08 – A – 22
Executive Session
No executive session was held.
EC08 – A – 23
Adjournment
There came a point on February 13 when time was running short and there was additional business to conduct. Ms. Seidman moved to adjourn the meeting to a time to be set by President Lifson. Mr. Ellis seconded the motion. There being no objection, the meeting adjourned at 3:25 p.m. and reconvened at the Society’s offices on March 6, 2008, at 8:30 a.m. as called by President Lifson. The Executive Committee completed its business on March 6 at 11:30 a.m. and adjourned at that time.

Respectfully submitted,

Mark Ellis
Secretary



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