| |
|
Governance
| Minutes
of: |
Executive
Committee Meeting |
|
| Date
& Time: |
Wednesday,
May 17, 2007, 9:05 a.m. to 2.15 p.m. |
| Location: |
NYSSCPA
Offices, 3 Park Avenue, 18th Floor, Room 1 |
| Presiding
Officers: |
Thomas
E. Riley, President |
| Executive
Committee Members Present: |
David
A. Lifson, President-Elect
Sharon Sabba Fierstein, Vice President
Richard E. Piluso, Vice President
Robert E. Sohr, Vice President
Debbie A. Cutler *
Joseph M. Falbo, Jr.
|
Daniel
M. Fordham
Lauren L. Kincaid
John J. Lauchert
C. Daniel Stubbs, Jr.
Louis Grumet, Executive Director
|
| Executive
Committee Member Absent: |
Mark
Ellis, Secretary
|
Neville
Grusd, Treasurer |
| Staff
Present: |
Suvro
C.K. Banerjee
Joanne S. Barry
Mary-Jo Kranacher
Ernest J. Markezin
|
Dennis
O’Leary
William Pape
Paul L. Sinegal
James A. Woehlke
|
* Participated
by phone
M I N U T E S
| EC07
– B – 0
Call to Order
|
President
Riley noted that a quorum was present and called the meeting
to order at 9:05 a.m. Noting Mr. Ellis’ absence, Mr.
Riley appointed Ms. Kincaid to serve as acting secretary. |
| EC07
– B – 1
Minutes
|
a.
Approval of the Minutes of the February 7, 2007, Executive
Committee Meeting
Mr.
Riley asked if there were any comments or corrections to
the draft minutes of the February 7, 2007, Executive Committee
meeting. There being none, Mr. Sohr moved to approve the
minutes as written, and Mr. Stubbs seconded the motion.
The motion passed unanimously.
b.
Minutes of April 5, 2007, Board of Directors Meeting for
Information Only
Mr.
Riley referred Executive Committee members to the draft
minutes of the April 5, 2007, Board of Directors meeting,
which were distributed with the agenda for information only.
|
EC07
– B – 2
President’s Report
|
a.
AICPA Update
President
Riley noted that the Society’s current relationship
with the AICPA was good. He mentioned that the AICPA had
issued an exposure draft on reforms to the peer review program
to increase transparency. He said the Peer Review Committee,
was currently developing comments which would be reviewed
by the Quality Enhancement Policy Committee (QEPC) upon
completion.
b.
FAE Update (including COAP Fundraising Update)
Mr.
Riley reported that FAE had had a good year and that it
appeared FAE might not need the entire grant budgeted for
it by the Society. This would become clear one way or the
other after the close of the fiscal year.
Regarding
FAE governance, Mr. Woehlke noted that the FAE trustees
had initiated a nominating committee process to facilitate
the election of their officers. A meeting of the FAE trustees
via conference call was planned for early June to elect
FAE officers and address some routine matters.
c.
Recommendation to Confer with Officers’ Respective
Successors
Mr.
Riley asked that each of the officers confer with their
successors to facilitate transition to the new fiscal year’s
leadership.
|
EC07
– B – 3
President-elect’s Report
|
a.
Quality Enhancement Policy Committee
President-elect
Lifson reported that the Quality Enhancement Policy Committee
(QEPC) had wrapped up its business for the committee year
on the previous day. The committee was working on two education
thought papers, one on pre-service education and the other
on in-service education. The timing for completion of the
in-service paper would be dependent on a marketing study
that was commissioned by the FAE Trustees. However, the
pre-service education thought paper was reported to be proceeding
apace. There had been significant input from practitioners
and academics on the paper, which was to receive some additional
commentary from a task force subcommittee on professors.
Mr.
Lifson had established a task force to focus on implementation
of the peer review white paper, showing sensitivity to the
needs of the membership. The members of the task force were:
Robert E. Sohr (chair), Barbara S. Dwyer, Mary A. Kimball,
Scott Levy, David J. Moynihan, Thomas E. Riley, and Liren
Wei
Mr.
Sohr added that the task force would be exploring the practicality
of the “pool concept” and how to accomplish
greater transparency.
Mr.
Lifson suggested that the task force also address how to
educate the reviewed firms as to the proper function of
the peer reviewer in the process. Mr. Sohr echoed this comment
by noting that the peer reviewer should not become a part
of the reviewed firm’s quality control system and
should not participate in the setting of quality controls.
He added that the task force would be exploring the concepts
of transparency and progressive discipline and the tension
between those concepts on the one hand and maintaining the
educational flavor of the program on the other.
b.
2007 Leadership Conference
Mr.
Lifson provided an update on the 2007 Leadership Conference
scheduled at the Gideon Putnam Resort in Saratoga Springs,
New York on July 8 - 10. He announced that the theme of
the conference would be “Expectation Gaps” and
how to address them. There would be something for everyone
in the profession. He and staff had gone to great lengths
to make the leadership conference both fun and entertaining.
The
dinner this year would be held off-location at the Saratoga
National Golf Club. The keynote speaker would be eminent
psychiatrist Dr. Kerry Solkowitz. There would be two board
orientations this year, one for the new board members and
a second for the full board. Mr. Lifson noted that he had
requested that the FAE Trustees conduct their meeting open
to the membership and they had agreed. He closed by noting
that he was soliciting board members to serve as facilitators
in the committee and chapter breakout meetings as well as
for the expectation gap break-outs.
c.
Preview of 2007-2008 Committee Appointments
Mr.
Lifson noted that he had obtained agreement from the following
individuals to serve as chairs of the operations division
committees and task forces noted next to their names:
Michele Levine Audit Committee
Tom Riley Legislative
Task Force
He noted
that the QEPC chair would be announced later and that, per
the bylaws, Dick Piluso would be chairing the Finance Committee.
Other appointments to the Operations Division committees
and task forces would be announced at a future meeting.
Mr.
Lifson also noted that he intended to thin out the ranks
of the committees somewhat based on committee member attendance,
but that if a committee chairperson indicated a nonattending
member was otherwise contributing to the committee, for
example by participating in conference planning or writing
articles for Society publications, Mr. Lifson would nevertheless
reappoint the member.
d.
2007-2008 Master List of Meeting Dates
Mr.
Lifson distributed the proposed list of meeting dates for
the Board and the Executive Committee which would be voted
upon by the Board during its June 1 conference call.
|
EC07
– B – 4
Vice Presidents’ Reports
|
a.
Report on Chapters
Vice
President Fierstein reported that the most recent chapter
presidents’ conference call included the chapter presidents-elect
and also the Society vice president designees, who Mr. Lifson
had indicated would likely be appointed to the chapter vice
president roles. Ms. Fierstein noted that these calls were
held throughout the year and most of the chapters found
them very beneficial venues to share information. Two or
three chapters, however, failed to participate on a regular
basis. She also noted that one or two chapters appeared
to be less active than was optimal. One, for instance, was
having great difficulty with succession planning in that
they were recycling leadership.
Mr.
Riley thanked Ms. Fierstein and Mr. Piluso for their excellent
efforts over the year in assisting the chapters to better
serve the membership.
b.
Recent Society Comments
Vice
President Sohr reported that since the April Board meeting
the following comments had been submitted:
-
5/16/07 – Comments to the Public Company Accounting
Oversight Board on Release No. 2007-002 – a concept
release concerning Scope Rule 3523, Tax Services for Persons
in Financial Reporting Oversight Roles. Prepared by the
Auditing Standards and Procedures Committee, Robert Berliner,
chair. Principal drafters Robert Berliner and Robert Waxman.
-
5/16/07 – Comments to the Public Company Accounting
Oversight Board on Release No. 2007-003 – a Proposed
Auditing Standard – Evaluating Consistency of Financial
Statements and Proposed Amendments to Interim Auditing
Standards. Prepared by the Auditing Standards and Procedures
Committee, Robert Berliner, chair. Principal drafter Robert
Berliner.
-
5/15/07 – Comments to AICPA and NASBA on proposed
revisions to AICPA/NASBA Uniform Accountancy Act Sections
23, 7, and 14. Thomas E. Riley, principal drafter.
-
4/16/07– Comments to FASB in response to their invitation
to comment on the need, if any, for valuation guidance
in financial reporting, including implementation guidance,
specificity of valuation guidance, and whether FASB or
another organization should be involved in providing guidance.
Prepared by the Financial Accounting Standards Committee,
Margaret Wood, chair. Principal drafters Robert Dyson,
Roseanne Farley, Sharon Sabba Fierstein, and Margaret
Wood.
-
4/6/07 – Comments in response to IRS Notice 2007-21
requesting comment in connection with a study being conducted
by Treasury and IRS on the organization and operation
of donor advised funds and supporting organizations. Prepared
by the Exempt Organizations Committee, Paul Hammerschmidt
chair. Principal drafters Martin S. Cantor and Paul Hammerschmidt.
Mr.
Sohr noted that two additional comments projects were in
the works, which meant that the Society was on schedule
to match the previous year for record number of comments
submitted
President
Riley commended the authors and committees for their work.
He added a special commendation to Mr. Sohr for his Herculean
efforts as the vice president for professional issues.
|
EC07
– B – 5
Secretary’s Report
|
a. Committees
Update
In Mr. Ellis’
absence, Mr. Riley asked Mr. Markezin to report. Mr. Markezin
noted that the orientation session for
incoming committee chairpersons had been held on May 1 with
a better than expected turnout. Messrs. Lifson and Ellis
had attended the meeting.
b.
Elections Update
Mr.
Riley noted that as the deadline for election proxies was
9:00 a.m. the morning of the meeting, he had no news regarding
the pending election of the Society’s officers and
directors. The final results would be announced that evening
at the annual election dinner.
|
EC07
– B – 6
Treasurer’s Report
|
Financial
Statements for the Ten Months Ending March 31, 2007
In Treasurer
Grusd’s absence, Mr. Riley asked Acting Controller
Suvro C.K. Banerjee to report on the financial statements
for the ten months ending March 31, 2007. Mr. Banerjee noted
unrestricted net income of $476,000, which was approximately
$85,000 under budget and $146,000 less than reported at
the same time last year.
Mr.
Banerjee was asked to clarify that the 2006 numbers included
a contribution from the Society to FAE of $486,000. He noted
that there had not yet been a contribution to FAE in fiscal
year ending May 31, 2007; but reminded the Executive Committee
that $491,579 had been budgeted as a contribution to FAE
for the current fiscal year. Mr. Banerjee then presented
what the 2006 numbers would have been had there been no
transfer from the Society to FAE at that time to provide
a more parallel comparison between the two years. Under
this set of circumstances, the Society’s gross profit
was under budget by $152,000; and under the fiscal year
2006 amount by $30,000. Under this same scenario, FAE gross
profit exceeded budget by $3,000 and exceeded fiscal year
2006 by $275,000.
|
EC07
– B – 7
Executive Director’s Report
|
a.
State Board of Public Accountancy
Mr.
Grumet briefed the Executive Committee on recent proposed
regulatory revisions that would move the experience requirement
in New York closer to that in the Uniform Accountancy Act.
b.
Legislative Update
Mr.
Grumet briefed the Executive Committee on developments regarding
proposed legislation in Albany.
c.
Member Benefits Update
Mr.
Grumet referred the Executive Committee to the materials
accompanying their agenda for a member benefits update.
d.
Other Matters
Mr.
Grumet noted that dues collections were well ahead of the
prior year. There was some discussion of the trade show
and how attendance numbers were down. |
EC07
– B – 8
Membership Report
|
Mr.
Pape presented the Membership Report as of May 17, 2007
which included 200 new members (including 27 CPA candidate
and 79 student associate members), 13 reinstatements, 5
resignations and 31 deaths. These changes reflected a total
membership of 28,816 as compared with 29,327 at approximately
the same time the previous year.
Ms.
Fierstein moved to approve the Membership Report, and Mr.
Piluso seconded the motion. After discussion, the motion
passed unanimously.
|
EC07
– B – 9
Executive Session
|
The Executive
Committee went into executive session. After coming out
of executive session, the following motion was duly made
and seconded:
RESOLVED,
that the Executive Director’s employment contract
with the NYSSCPA should be amended to reflect a single,
four-year term ending May 31, 2010. RESOLVED, FURTHER,
that the president is authorized and directed to sign
any documents necessary to carry out the intent of this
motion.
Following discussion,
the motion passed unanimously.
|
EC07
– B – 10
Adjournment
|
President Riley declared the
meeting adjourned at 2:15 p.m.
|
Respectfully
submitted,
Lauren L. Kincaid
Acting Secretary
|
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