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Governance

Minutes of: New York State Society of Certified Public Accountants Executive Committee Conference Call     
Date & Time: Thursday, May 27, 2010, 10:00 a.m. to 10:27 a.m.
Location: Conference Call
Presiding Officer: David J. Moynihan, President
Executive Committee Members Present: Margaret A. Wood, President-elect
Elliot A. Lesser, Vice President
Mark L. Meinberg, Vice President (joined at 10:04 a.m.)
C. Daniel Stubbs, Jr., Vice President
Liren Wei, Vice President (joined at 10:04 a.m.)
Scott M. Adair

David R. Herman
John B. Huttlinger, Jr.
Martha A. Jaeckle
Suzanne M. Jensen (joined at 10:06 a.m.)
Joanne S. Barry, Executive Director

Executive Committee Members Excused: Joseph M. Falbo, Jr., Secretary/Treasure J. Michael Kirkland
Guest Present: Gail M. Kinsella  
Staff Present: Alex Garcia
Patrick Payano
Alan Schmelkin

Paul Sinegal
Dominic Yung

M I N U T E S

EC10 - H - 0
Call to Order




Attendance was taken, and President David J. Moynihan established that a quorum was present and called the conference call to order at 10:00 a.m. Mr. Moynihan noted that Ms. Gail M. Kinsella was invited as a guest for the conference call.

EC10 - H - 1
Affiliation Agreement Between the NYSSCPA and FAE









Mr. Moynihan stated that, since the May 21, 2010, executive committee conference call, he had received feedback from several members regarding the affiliation agreement between the NYSSCPA and FAE. In particular, he noted that Mr. Huttlinger had felt that the committee had not spent sufficient time reviewing and discussing the nature of the affiliation agreement itself. Instead, the majority of the time previously spent had centered on the co-borrowing arrangement and indemnification clause.

Mr. Moynihan asked how long FAE had been affiliated with the NYSSCPA. Mr. Schmelkin responded by providing a brief history of FAE and its 38-year relationship with the NYSSCPA, which included the fact that the last time the NYSSCPA had a detailed examination of its relationship with FAE was during the tenure of Ms. Nancy Newman-Limata as president of the NYSSCPA during 2001/2002, when discussions were held relating to the Society’s strategic plan and the potential relocation of the Society’s office and its impact on space for FAE’s operation. Subsequent to that, the relationship between the NYSSCPA and FAE was next discussed when the first affiliation agreement was created in 2005.

Mr. Meinberg stated that he would not want to rush into a new agreement and that it would be prudent for the executive committee to review the relationship between the NYSSCPA and FAE further.

Mr. Lesser moved to rescind the motion regarding the approval of the affiliation agreement between the NYSSCPA and FAE that was approved by the executive committee on May 21, 2010, and Mr. Adair seconded the motion. After discussion, the motion passed unanimously with no abstention.

Mr. Stubbs moved to approve the revised affiliation agreement between the NYSSCPA and FAE for a period of one year, expiring on May 31, 2011, and Mr. Huttlinger seconded the motion. After discussion, the motion passed unanimously with no abstention.

Mr. Adair moved to authorize the President of NYSSCPA to create a task force, with membership that would not consist of members of the FAE Trustees, and whose charge would be to review the existing relationship between the NYSSCPA and FAE and to provide a report of its finding to the executive committee no later than its November 18, 2010, meeting, and Mr. Meinberg seconded the motion. After discussion, the motion passed unanimously with no abstention.


EC10 - H - 2
Executive Session


Mr. Adair moved to enter into the executive session, and Mr. Herman seconded the motion. There being no objection, an executive session was held between 10:18 a.m. and 10:27 a.m. Mr. Moynihan invited staff to participate in the executive session. At the conclusion of the executive session, Mr. Adair moved to adjourn the executive session, and Mr. Herman seconded the motion. There being no objection, the executive session was adjourned.

EC10 - H - 3
Adjournment
Mr. Adair moved to adjourn the meeting, and Mr. Lesser seconded the motion. There being no objection, the meeting adjourned at 10:27 a.m.


Respectfully submitted,

David J. Moynihan
President/Acting Secretary




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