| |
|
Governance
| Minutes
of: |
Executive
Committee Meeting |
|
| Date
& Time: |
Thursday,
June 14, 2007, 9:01 a.m. to 4:30 p.m. |
| Location: |
NYSSCPA
Offices, 3 Park Avenue, 18th Floor, Room 1 |
| Presiding
Officers: |
David
A. Lifson, President |
| Executive
Committee Members Present: |
Sharon
Sabba Fierstein, President-Elect
Rosemary 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
Mary-Jo Kranacher
Ernest J. Markezin
|
Dennis
O’Leary
Alan Schmelkin
Paul L. Sinegal
James A. Woehlke
|
| Guests: |
Michelle
Moylan, Checkpoint HR
Pete Nahaczewski, Checkpoint HR
|
|
* Participated
by phone
M I N U T E S
| EC07
– C – 0
Call to Order
|
President
Lifson noted that a quorum was present and called the meeting
to order at 9:01 a.m. He asked all those present to introduce
themselves. He then briefly summarized the role of the Executive
Committee and its interplay with the Board. |
| EC07
– C – 1
Minutes
|
a.
Approval of Minutes of May 17, 2007, Executive Committee
Meeting
Mr.
Lifson asked if there were any comments or corrections to
the draft minutes of the May 17, 2007, Executive Committee
meeting. There being none, Mr. Piluso moved to approve the
minutes as presented, and Mr. Falbo seconded the motion.
The motion passed unanimously with all those new to the
Executive Committee abstaining.
b.
Minutes of June 1, 2007, Board of Directors Meeting for
Information Only
Mr.
Lifson referred Executive Committee members to the draft
minutes of the June 1, 2007, Board of Directors meeting,
which were distributed with the agenda for information only.
|
EC07
– C – 2
President’s Report
|
a.
AICPA Update
President
Lifson gave a brief update on the AICPA, noting that a major
issue of consideration for the organization was peer review
transparency.
b.
FAE Update
Mr.
Lifson asked Executive Committee member Gail Kinsella, who
had served as the Foundation for Accounting Education (FAE)
President during the 2006-2007 fiscal year, to provide the
FAE update.
Ms.
Kinsella reported on FAE activities over the prior fiscal
year including its curriculum committee, governance structure,
and member feedback on CPE programs. She noted that the
FAE Board of Trustees would be holding its very first open
meeting at the annual leadership conference in July. She
encouraged Executive Committee members to attend the open
meeting.
c.
2007 Leadership Conference
Mr.
Lifson reviewed the schedule for the 2007 Leadership Conference
at the Gideon Putnam Resort in Saratoga, New York, including:
1)
Open Meetings
2) Board Orientation Meetings
3) Expectation Gaps
4) Committees and Chapters
5) Other activities, including an offsite reception and
dinner at the Saratoga National Golf Club.
The
committee then discussed at length expectation gaps in the
areas of auditing and accounting, tax and education.
d.
Appointments to Operations Division Committees and Board
Subcommittees
Mr.
Lifson referred committee members to the 2007-2008 operations
division committee roster in the agenda packet.
|
EC07
– C – 3
President-elect’s Report
|
a.
Quality Enhancement Policy Committee
President-elect
Fierstein reported on the agenda for the upcoming Quality
Enhancement Policy Committee (QEPC) meeting. |
EC07
– C – 4
Vice Presidents’ Reports
|
a.
Report on Chapters
Vice
Presidents Barnickel and Lauchert reported on their respective
attendance at recent chapter organization meetings. President
Lifson requested that Ms. Barnickel and Mr. Lauchert later
provide him with bullet pointed items of importance covered
at their respective chapter meetings.
b.
Recent Society Comments
Vice
President Torres reported that one comment letter was currently
pending review and approval and that one, prepared by the
Auditing Standards and Procedures Committee, was released
on June 11. The latter, Comments to AICPA on Auditing Standards
Board’s March 20, 2007 Discussion Paper, Improving
the Clarity of ASB Standards, was principally drafted by
Robert Berliner.
|
EC07
– C – 5
Treasurer’s Report
|
a. Financial
Statement for the eleven months ending April 30, 2007
Treasurer Piluso
reported on the financial statements ending April 30, 2007.
Consolidated total liabilities and net assets stood at $6,715,093,
and consolidated unrestricted net income at $519,186. The
committee also reviewed several variances to budget such
as rent, electricity charges and real estate taxes. These
areas would continue to be looked at.
b. Recommendation
on Presentation of Financial Statements: Changes and Additions
Treasurer Piluso
reported on issues relating to the presentation of the financial
statements, including the length, format, relationship to
the Society’s strategic plan, and the frequency of
the more comprehensive statements. The committee also considered
whether the statements should be provided electronically.
After discussion, Treasurer Piluso said that he would be
rolling out a recommendation for a new format at the July
Board meeting.
c. FAE
Fund Balance: Proposed Capital Contribution
The Executive
Committee discussed approaches to eliminating an opening
fund deficit of approximately $577,000 which has been reflected
on FAE’s financial statements for a number of years.
The committee considered whether the balance should be addressed
through a contribution from the Society to FAE, or by some
other method. Mr. Piluso stated that he would continue to
review approaches to the situation and come back to the
committee with a recommendation at a later time.
The committee
also discussed FAE’s business model and corporate
purpose as an educational foundation. Ms. Kinsella reminded
committee members that the full Society Board had reaffirmed
the Society’s commitment to, and investment in, educating
Society members through FAE by way of a inter company contribution.
|
EC07
– C – 6
Secretary’s Report
|
a.
Committees Update
Secretary
Ellis reflected upon his past year as Secretary working
with Society committees and expressed that he was looking
forward to his second year in that role.
b.
Nominating Process Update
Secretary
Ellis noted that the nominating process would soon be underway.
|
EC07
– C – 7
Executive Director’s Report
|
a.
Legislative Update
Mr.
Grumet briefed the Executive Committee on developments regarding
proposed legislation in Albany.
b.
Health Department Update
Mr.
Grumet briefed the Executive Committee on issues relating
to Medicaid cost reports prepared by CPAs in New York.
c.
Dues Update
Mr.
Grumet reported that 60% of membership dues invoiced in
April had been received to date.
d.
COAP Update
Mr.
Grumet reported on the FAE COAP program. He noted that 350
students were participating.
e.
Member Benefits Program
Mr.
Grumet referred the Executive Committee to the agenda materials
for a member benefits update.
f.
Trade Show Update
Ms.
Barry reported on the FAE trade show, which was held in
May. She noted that plans for the 2008 show were underway
and that staff was looking at ways to increase show traffic
by running a number of select FAE conferences concurrently
with the show at the Hilton.
|
EC07
– C – 8
Presentation from Checkpoint HR
|
Checkpoint
HR representatives Pete Nahaczewski, Partner, and Michelle
Moylan, Human Resources Specialist, gave a presentation
on Checkpoint HR’s human resources information system.
The Society had recently downsized its human resources department
and contracted with Checkpoint HR to provide an online human
resources platform and related consulting services. A question
and answer session followed the presentation.
|
EC
– C – 9
Update on Benevolent Fund
|
Mr. Woehlke gave
an update on the Benevolent Fund.
|
EC07
– C – 10
Membership Report
|
The
Membership Report as of June 14, 2007 included 133 new members
(including 67 CPA candidate and 40 student associate members),
13 reinstatements, 43 resignations and 24 deaths. These
changes reflected a total membership of 28,897 as compared
with 29,306 at approximately the same time the previous
year.
Mr.
Piluso moved to approve the Membership Report, and Mr. Ellis
seconded the motion. After discussion, the motion passed
unanimously.
|
EC07
– C – 11
Bylaws Task Force Report
|
The
Executive Committee reviewed and discussed the report of
the Bylaws Task Force.
Mr.
Piluso moved to accept the report, subject to the following
changes:
1.
The Society’s Secretary and Treasurer positions
should be merged into a new Secretary/Treasurer position
2. The number of Vice Presidents should be increased from
three to four; and
3. The receipt in due course of changes to Bylaws Article
XII, Professional Conduct and Disciplinary Proceedings,
after consideration by the QEPC and further action by
the Executive Committee at a follow up meeting to be held
at the call of the President via conference call.
Mr. Torres seconded
the motion. After discussion, the motion passed. Mr. Ellis
opposed. The Executive Committee was also informed that
the Professional Ethics Committee’s bylaw changes
which were being reviewed by the QEPC were accompanied by
proposed changes to the Code of Professional Conduct, which
would also be considered by the Executive Committee during
its follow up meeting.
|
EC07
– C – 12
Executive Session
|
An
executive session was held. No resolutions resulted. |
EC07
– C – 13
Adjournment
|
At
the conclusion of the executive session, President Lifson
declared the meeting adjourned at 4:30 p.m. |
Respectfully
submitted,
Mark Ellis
Secretary
|
|