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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






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