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Governance
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Minutes
of:
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Executive
Committee Meeting
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Date &
Time:
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Tuesday,
March 5, 2002, 2:10 p.m. to 4:45 p.m.
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Location:
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NYSSCPA
Offices, 530 Fifth Avenue
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Presiding
Officer:
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Nancy
Newman-Limata, President
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Executive
Committee Members Present:
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Jo Ann
Golden, President-Elect
G. William Hatfield, Vice President*
Kevin J. McCoy, Vice President
Frank J. Aquilino, Treasurer
Sharon Sabba Fierstein, Secretary*
* participated
via telephone
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Arthur
Bloom
Ian M. Nelson
Stephen F. Langowski
Carol C. Lapidus
Louis Grumet, Executive Director
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Executive
Committee Member Absent:
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Peter
H. Frank
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Staff
Present:
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Joanne
S. Barry
Lynn Chambers
Robert H. Colson
Ernest J. Markezin
Dennis M. OLeary
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William
Pape
Alan Schmelkin
Paul L. Sinegal
James A. Woehlke
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M
I N U T E S
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02
D 00
Call to
Order
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Ms. Newman-Limata
called the meeting to order at 2:10 p.m.
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02
D 01
Minutes
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The minutes
of the last three Executive Committee meetings were discussed.
Ms. Newman-Limata
asked if there were changes to the January 29, 2002 conference
call minutes, which had been distributed with the March 5
Agenda. There being none, she declared them approved as written.
Ms. Newman-Limata
asked if there were any changes to the February 12, 2002 minutes.
Mr. Woehlke noted that senior staff suggested that in the
Presidents Report, section "b", the estimated
amount the Society spent on the World Trade Center Recovery
Program should be changed from $20,000 to $24,000. Ms. Newman-Limata
asked that the minutes be further amended to reflect the fact
that Society staff estimated this figure, not herself.
In the
Executive Directors Report, Section "a", the
number of chapters desiring to publish their newsletter in
The Trusted Professional was corrected from 12 to 13,
to reflect the inclusion of the Rochester Chapter.
In the
Report of the Finance Committee, sections "a" and
"b", the applicable dates of both FAEs and
NYSSCPAs Financial Statements should be January 31,
2002, not December 31, 2001, and all references to a seven-month
period should be changed to an eight-month period. Also, in
section "a", the words "from FAE" should
be changed to "in the Foundation."
Ms. Newman-Limata
asked if there were any objections to these suggested changes.
There being none, she declared the minutes approved with the
revisions.
Ms. Newman-Limata
asked if there were any proposed changes to the minutes of
the February 22, 2002 conference call. There being none, she
declared the minutes approved as written.
A brief
discussion ensued with respect to the distribution of Executive
Committee meeting materials. Following the discussion, staff
was directed to use second day priority mail rather than express
mail for last-minute mailings and to delete the "notes"
pages from the agenda materials.
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02
D 02
Presidents
Report
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- Senate
Hearings
Ms. Newman-Limata briefed the Committee regarding the second
set of hearings before the New York State Senate Higher
Education Committee, held on February 26. She noted in particular
the testimony of former NYSSCPA President Marilyn Pendergast,
current NYSSCPA Vice President Kevin J. McCoy and Board
member Katharine Doran, who testified in their individual
capacities.
Ms.
Newman-Limata noted that the hearings stressed the need
to slow the process down. She noted that many terms in the
proposed legislation, such as "business consulting",
are not well defined. She advised that two approaches had
been proposed to address this: a "laundry list"
of services and a list of broad principles (the "principle-based"
approach).
Ms.
Newman-Limata said that Messrs. OLeary and Colson
drafted a set of proposed principles for submission to the
New York State legislative leadership. A copy of the proposed
principles was distributed to Executive Committee members.
Mr. Grumet noted that the proposed principles are meant
as a guide for the legislature.
A discussion
ensued regarding whether the principle-based or the "laundry-list"
approach is the best way to proceed. Ms. Newman-Limata expressed
concern over who would be empowered to interpret or judge
an accountants acts under any resulting legislation,
noting that the answers to this question may compel preference
for one approach over another.
Mr.
Grumet advised the committee that the Senate will conduct
roundtable sessions on Wednesday, March 13 and will want
to know where the Society stands. [The March 13 roundtable
was subsequently changed to March 20.] He encouraged the
Executive Committee to decide which approach should be used.
Ms.
Newman-Limata noted that the Executive Committee, which
just received the proposed principles, should be given an
opportunity to review the principles before a decision is
made. She suggested the committee reconvene by telephone
conference to discuss which approach should be taken.
After
a brief discussion, the committee agreed to reconvene by
telephone conference on Friday, March 8, 2002 at 9:00 a.m.
for this purpose.
- NYSSCPA
Comment Letters
Ms.
Newman-Limata noted that NYSSCPA Comment Letters continue
to provide thoughtful guidance. Appended to the Agenda was
a letter dated February 19, 2002 from Nancy Newman-Limata
to Ms. Amy Pfalzgraf, Office of the Associate Chief Counsel
(Income Tax and Accounting), Internal Revenue Service.
- Relations
with State Board of Accountancy
Mr.
McCoy noted that a special meeting of the State Board for
Public Accountancy was called to discuss proposed legislation.
He said that the Enron bankruptcy has served as an awakening
for the Education Department, which oversees the State Board.
Mr.
McCoy indicated that the meeting produced no conclusions
with respect to the legislation, but added that there was
a level of consistency on issues such as scope of practice
and peer review, among others.
He also
said that State Board Executive Secretary, Daniel J. Dustin,
emphasized that the New York State Education Department
regulates CPAs, not the State Board, which merely acts in
an advisory capacity to the SED.
Mr.
OLeary noted that the Society might have more allies
on the State Board than previously. He added that the State
Board did not reach consensus on such issues as auditor
rotation and non-licensees. Mr. OLeary also announced
that there will be an article published in the next issue
of The Trusted Professional on whether the State
Education Department represents the advice of the State
Board of Accountancy, or whether it acts independently of
the State Board.
Ms.
Newman-Limata added that while the Society has improved
its relationship with the State Board, its relationship
with the Education Department has not shown similar progress.
- Cooperation
with SSNI and SSLLC
Ms.
Newman-Limata noted CPA2Bizs recent acquisition
of a California-based web services provider, Rivio. Rivios
former CEO is now responsible for overseeing the day-to-day
operations of CPA2Biz.
A
discussion ensued with respect to the AICPAs control
over the internet portal and its finances. Although it
was stated that the AICPA continues to own publication
licenses, several members expressed concern over the AICPAs
retention of control over the portal and its financial
stake in it. Ms. Newman-Limata said that these are legitimate
concerns, which should be raised at the next AICPA regional
meeting, to be held March 19 21.
Ms.
Newman-Limata stressed the need to look at NYSSCPA key
services in comparison to the AICPA. She noted that the
Society should strive to offer services, especially insurance,
on a level consistent with the AICPA in order to better
serve the members.
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02
D 03
Report
of the Finance Committee
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Ms. Newman-Limata
asked Ms. Chambers to present the report of the Finance Committee.
Ms. Newman-Limata
reminded the committee of the Boards directive to underwrite
a loss from FAE up to the extent of $300,000 and noted that
the current budget reflected a deficit from FAE of $594,500.
Mr. Schmelkin
noted that the Finance Committee thoroughly considered the
Executive Committees direction in good faith before
arriving at $594,500, which was significantly lower than the
deficit previously discussed with the Executive Committee.
He noted that the FAE Trustees felt that the ramifications
of Enrons bankruptcy, in conjunction with more targeted
marketing of FAEs conferences and seminars, strongly
suggests a higher anticipated attendance rate, thus increasing
anticipated revenue by 10 percent. Mr. Schmelkin added that
two committees, the Government Accounting and Financial Accounting
Standards Committees, would run a conference specifically
tied to the issues raised by the Enron matter.
Mr. Schmelkin
further stated that under the contract the Society and FAE
have with E-Mind (formerly Yipinet) for online CPE, FAE is
guaranteed a payment of approximately $150,000 in October
2002, the end of the current contract term. He noted that
this amount has been included in FAEs budget.
Mr. Schmelkin
also said that the FAE Trustees reinstated a registration
fee for attendance at committee-sponsored Evening Technical
Sessions, the anticipated revenue of which was calculated
to be $30,000. FAE also instituted a $25 surcharge for course
walk-ins and a $25 fee for cancellations within two weeks
of a course. Mr. Schmelkin indicated that these new policies
are being well publicized in media, including the Societys
website and print publications.
Mr. Schmelkin
noted that when taking these factors into consideration, anticipated
FAE revenue is significantly more favorable than initially
reported to the Executive Committee. He referred members to
the newly amended budget report for a full accounting of the
current projections.
A committee
member asked whether FAE could realistically recapture 10
percent of the revenue as anticipated in the current budget.
Ms. Chambers noted that staff had been even more optimistic
regarding this figure, but the FAE Trustees were more conservative
and thus held the estimate firm at 10 percent.
Mr. Schmelkin
reviewed some of the trends in course attendance and revenue
from prior years, pointing out that although there is not
a linear progression, the FAE Trustees looked carefully at
those programs that attracted the most people and revenue.
Ms. Chambers
drew Executive Committee attention to several items such as
staff timesheets and a savings of $25,000 on committee breakfasts,
which will no longer be provided. Mr. Grumet noted that the
response from committee chairs to the change in the provision
of food to committees has been very positive. He indicated
that several chairs volunteered to buy their committees
refreshments out of their own pockets.
Mr. Schmelkin
reported that the Society is in the process of negotiating
a contract with Quality Inn Hotel, located on 46th
Street between 5th and 6th Avenues.
The contract would provide accommodations for Society and
FAE guests and leadership at a standard rate of $109 per night.
Mr. Schmelkin noted that the hotel provides standard amenities,
clean rooms, a safe and well-trafficked neighborhood, and
is conveniently located near the Societys offices. Mr.
Grumet added that the proposed budget assumes that once the
contract is finalized, lodging in the Quality Inn Hotel would
be required for both Society and FAE, except on certain contracted
"black-out" dates.
Ms. Chambers
said that $85,000 in savings was identified in the budget
when several chapters opted to produce their newsletters electronically
and in The Trusted Professional, thus saving postage
and printing costs.
A committee
member asked how the additional staff cuts anticipated by
the budget would affect the quality of services and staff
morale. Mr. Grumet said that eleven positions, or roughly
10 percent of the staff, have already been eliminated this
fiscal year. He advised the committee that the proposed budget
assumes two additional cutbacks. He said that staff overall
is working very hard and will be held more accountable as
a result of the cuts. He added that a time clock would be
installed to monitor staff time, overtime will require executive
director pre-approval, and requests for temporary help will
be largely curtailed. A brief discussion ensued with respect
to staff issues; however, several members cautioned their
colleagues against micro-managing.
A discussion
then ensued with respect to meeting costs, with a member suggesting
the increased use of "virtual meetings" as a way
to save costs. Mr. Grumet added that the Society would also
look at eliminating off-site meeting expenses, including costs
associated with off-site board meetings.
A committee
member expressed the view that the budget appears to represent
an even-handed, fair and deliberative process, but added that
accountability should be strictly enforced and measured.
Ms. Fierstein
then moved to recommend to the Board of Directors the approval
of the proposed 2002-2003 NYSSCPA/FAE budget, and Mr. Langowski
seconded. Following discussion, the motion was approved unanimously.
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02
D 04
Rental
of Society Office Space
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It was
noted that the Society has entered into an agreement with
a non-Society-related business for office space at the Societys
headquarters. Mr. Schmelkin noted that the group consists
of retired lawyers. Under the agreement, the group has limited
access to Society copy machines, faxes and a phone line.
Several
members expressed concern over the idea of renting space to
non-Society-related entities due to confidentiality and security
issues, and potential conflicts with the Societys mission
and purpose. Some members reminded the group that other entities
already rent Society classrooms on a regular basis. Others
noted, however, that the classrooms are physically separate
from Society staff offices. After a brief discussion, the
committee reached the consensus that all renting of office
space should cease until a discrete policy can be developed
by the Executive Committee regarding the issue.
A discussion
then ensued regarding what to do about the current agreement.
Mr. Schmelkin noted that the current agreement runs on a month-to-month
basis and could be terminated with one months notice.
After a brief discussion regarding whether and when to terminate
the agreement, the committee consented to allow the current
agreement to continue, for a period of six months.
Mr. Grumet
noted that the Societys current office lease will end
in 2004, and the Real Estate Task Force is reviewing options
for a new location. He noted that space has been identified
on Madison Avenue and 38th Street; however, the
task force recommended that a broker be hired to assist in
locating additional options. Ms. Newman-Limata expressed the
need to have an Executive Committee member participate in
that process. By consensus, the Executive Committee approved
the issuance of the RFP to identify a broker.
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02
D 05
Adjournment
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There
being no further business, Mr. Nelson moved to adjourn the
meeting, and Ms. Fierstein seconded. All being in favor of
the motion, the meeting adjourned at 4:45 p.m.
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Respectfully
submitted,
Sharon Sabba
Fierstein,
Secretary
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