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Governance

Minutes of: Executive Committee Meeting     
Date & Time: Thursday, May 15, 2008, 9:00 a.m.
Location: NYSSCPA Offices, 3 Park Avenue, 19th Floor
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
Richard E. Piluso, Treasurer
Joseph M. Falbo, Jr.
Martha A. Jaeckle

Suzanne M. Jensen
Gail M. Kinsella
Judith I. Seidman
Louis Grumet, Executive Director



Executive Committee Members Absent: Edward J. Torres, Vice President
Mark Ellis, Secretary

Liren Wei
Staff Present: Suvro C.K. Banerjee
Joanne S. Barry
Jake Goshert
Mary Jo Kranacher
Ernest J. Markezin

Dennis M. O’Leary
William Pape
Alan Schmelkin
Paul L. Sinegal
James A. Woehlke


Guests: David J. Moynihan

 

M I N U T E S

EC08 – B – 0
Call to Order



President Lifson noted that a quorum was present and called the meeting to order at 9:04 a.m. He designated President-elect Fierstein as Acting Secretary in Secretary Ellis’s absence.

EC08 – B – 1
Minutes


a. Approval of Minutes of February 12, 2008, Executive Committee Meeting

Mr. Lifson asked if there were any comments or corrections to the draft minutes of the February 12, 2008, Executive Committee meeting. There being none, Mr. Piluso moved to approve the minutes as presented and Ms. Kinsella seconded the motion. The motion passed unanimously.

EC08 – B – 2
President’s Report







a. AICPA Update

President Lifson referred Executive Committee members to the agenda for the AICPA spring Council meeting, which was scheduled to take place from May 18 to 20, 2008.

b. Set Tax Update

President Lifson provided an update regarding the Society’s SET Tax proposal. He said that the proposal may receive even more attention following the fall presidential election.

c. FAE COAP Funding Update

President Lifson reported that ads in the NYSSCPA’s Annual Election Meeting and Dinner’s commemorative journal amounted to over $90,000 to benefit the FAE COAP program.

d. Mobility Update

The Executive Committee discussed the AICPA Mobility Initiative and how it overlapped with – and was at variance with – New York State legislation governing the profession.


EC08 – B – 3
President-elect’s Report







a. Quality Enhancement Policy Committee Update

President-elect Fierstein reported that the Quality Enhancement Policy Committee (QEPC) would be examining in-service education in the ensuing year.

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.

c. June Board Meeting

Ms. Fierstein reminded Executive Committee members that the June 4, 2008, Board meeting would include a joint session on strategic planning with the Foundation for Accounting Education’s Board.

d. Update on Committee Appointments and Vice President
Assignments

Ms. Fierstein referred Executive Committee members to the 2008-2009 Operations Division committees’ rosters in the agenda packet. She noted that as incoming NYSSCPA President, she made a number of changes to the rosters using such considerations as members’ length of service, committee continuity and new committee membership. A brief discussion ensued regarding the notification given to members who were rotated off committees. Ms. Fierstein noted that such members were informed in writing and generally given the opportunity to join other committees.


EC08 – B – 4
Vice Presidents’ Reports

a. Chapters Update

Vice Presidents Barnickel and Lauchert reported on recent chapter matters.

b. Recent Society Comments

In Vice President Torres’s absence, President Lifson reported on Society comments issued since the April full Board meeting as follows:

  • Letter to the Department of Health and Human Services Requesting Clarification on Circular A-133 and the Reporting of Certain Medicaid Payments, dated 4/23/08 – A letter requesting clarification of OMB Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations,” Requirements for Reporting Certain Medicaid Payments of County and City SEFA; Thomas J. Goodfellow, CPA, Chair, NYSSCPA Governmental Accounting & Auditing Committee.
  • Comments to AICPA PEEC on Exposure Draft -- Proposed Interpretation 101-17 – Networks and Network Firms and Proposed New Definitions of Network and Network Firms and Proposed Revised Definition – Firm, Under Rule 101, dated 4/22/08 – Comments to the AICPA Professional Ethics Executive Committee (PEEC) on their Exposure Draft -- Proposed Interpretation 101-17 – Networks and Network Firms and Proposed New Definitions of Network and Network Firms and Proposed Revised Definition – Firm, Under Rule 101 (dated August 13, 2007); Sharon Sabba Fierstein, Chair, Quality Enhancement Policy Committee.
  • Comments to FASB on Proposed FSP FAS 117-a – Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the UPMIFA, and Enhanced Disclosures (issued 02/22/08) dated 4/7/08 – Comments on proposed FASB Staff Position (FSP) FAS 117-a – Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act, and enhanced disclosures (issued 02/22/08). Principal drafters from the Not-for-Profit Organizations Committee:

    Ian J. Benjamin
    Allan M. Blum
    Allen L. Fetterman
    Derek Flanagan
    Jeffry Haber

    Principal drafters from the Financial Accounting Standards Committee:

    Edward P. Ichart
    Robert M. Rollman

  • Comments to HUD Regarding a Proposal for a Roster of Approved Independent Public Accountants, dated 4/7/08 – A response to the Department of Housing and Urban Development’s request for comment on a proposed rule that would establish a roster of approved independent public accountants and public accounting firms that would be permitted to perform audits or related services required by participants in certain HUD programs and submitted to HUD. Thomas J. Goodfellow, Chair of the Government Accounting and Auditing Committee; Principal drafters: Thomas J. Goodfellow and Vincent P. Pancaldo.

President Lifson commended the comment authors for outstanding work.



EC08 – B – 5
Treasurer’s Report

a. Financial Statements for Ten Months Ending March 31, 2008

Messrs. Piluso and Banerjee presented the Financial Statements for the ten months ending March 31, 2008. Net Revenue had a favorable variance to budget of $433,735; and a favorable variance to fiscal year 07 of $96,759. At that point, no transfer from the Society had been made to the Foundation for Accounting Education, as was the case in March 2007 as well. In the ensuing discussion, it was noted that FAE traditionally did not run programs in February, March and April, and that based on current year-to-date operations, FAE was anticipated to require $200,000 less than the budgeted Society contribution of $674,000 for CPE support.



EC08 – B – 6
Secretary’s Report






a. Election Process Update

No report was given.

b. Committees Update

See item # EC08-B-3d.


EC08 – B – 7
Executive Director’s Report



a. Legislative and State Board of Accountancy Update

Mr. Grumet briefed the Executive Committee on developments regarding accountancy legislation and the State Board for Public Accountancy.

b. Member Benefits Program Update

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

c. Dues Update

Mr. Grumet reported that the receipt of membership dues was slightly ahead of the prior year.

d. Health Plan Renewal

Mr. Sinegal presented a proposal to change the employees’ health and dental benefit plan terms from a calendar year to the NYSSCPA’s fiscal year, June 1 to May 31. He noted that doing so would prevent a number of timing issues inherent to calendar year-end renewals and that, going forward, all renewal premium increases would be fixed for the duration of the Society’s fiscal year. He said that the change would necessitate a premium increase of 5% on the health plan, and no premium increase on the dental plan. Additionally, the change would allow staff to make a number of changes to their current coverage that they otherwise would have to wait until December to make during open enrollment.

In the ensuing discussion, it was noted that the Society budget could absorb the premium increase without changing the current employee contribution methodology or plan design. This was because the budget had already anticipated a premium increase following the traditional December renewal.

Ms. Jensen moved to approve the plan year change and Mr. Piluso seconded the motion. After discussion, the motion passed unanimously.


EC08 – B – 8
Operations Division Committee Report: Peer Review




David Moynihan, Peer Review Committee Chair and incoming 2008-2009 President-elect, gave a report on the Society’s Peer Review program. Mr. Moynihan noted that a backlog of reviews that had existed in prior years no longer existed, and that an oversight review to be conducted by the AICPA was scheduled for July 21 and 22. He said the program oversight review would not only focus on the timing of reviews but also on committee functioning and processes. Mr. Lifson thanked Mr. Moynihan for the report.

EC08 – B – 9
Report from the Reimbursement Task Force


Mr. Lauchert provided the report of the Reimbursement Task Force, which had been tasked by the Executive Committee to review the Society’s travel reimbursement policy. He noted that the report recommended an increase in the maximum lodging reimbursement to $300.

Ms. Barnickel moved to approve the report and its recommendation to increase the maximum lodging reimbursement to $300. Mr. Falbo seconded the motion. Following discussion, the motion passed unanimously.

 

EC08 – B – 10
Revision to SP-4, Committee Structure, to Create New Public Interest Division




The Executive Committee reviewed a proposal to create a new Public Interest division for Society committees through an amendment to Strategic Policy 4, Committee Structure. The new division, as proposed, would be composed of the following committees:

  • Government Accounting & Auditing
  • Health Care
  • Higher Education
  • Not-for-Profit Organizations
  • Public Schools
  • Relations with the Legal Community

A discussion ensued with respect to the name of the division and its inclusion of the Relations with the Legal Community committee. Mr. Falbo moved to approve the new division as composed by changing its name from the “Public Interest” to the “Public Sector” division. Ms. Fierstein seconded the motion. Following discussion, the motion passed with Ms. Jaeckle opposed.


EC08 – B – 11
Membership Report



Mr. Pape presented the Membership Report as of May 15, 2008, which included 101 new members (including 14 CPA candidate and 53 student associate members), 21 reinstatements, 8 resignations and 12 deaths. These changes reflected a total membership of 28,281 as compared with 28,818 at approximately the same time the previous year.

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

EC08 – B – 12
Approval of Memo on Chapter Executive Board Legal Responsibilities


Mr. Woehlke provided background regarding Chapter Board legal responsibilities, noting that the Society’s bylaws empowered the NYSSCPA Board of Directors to establish and dissolve chapters through an unincorporated chapter structure. This meant that all authority of chapter leaders derived from the Society Board, although a great deal of responsibility for conducting chapter activities was traditionally delegated by the NYSSCPA Board to each chapter’s Executive Board. Mr. Woehlke briefly summarized a memo to Chapter Executive Board members which outlined their delegated responsibilities and reiterated chapters’ chain of command with respect to the NYSSCPA Board.

Ms. Fierstein moved to approve the Memorandum on Chapter Executive Board Legal Responsibilities, and Mr. Falbo seconded the motion. Following discussion, the motion passed unanimously.

EC08 – B – 13
Executive Session for Evaluation of Executive Director


The Executive Committee entered into executive session to discuss the Executive Director’s evaluation.
EC08 – B – 14
Adjournment

There being no further business, the Executive Committee adjourned following the executive session.

Respectfully submitted,

Sharon Sabba Fierstein
Acting Secretary




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