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|
Governance
| Minutes
of: |
Executive
Committee Meeting |
|
| Date
& Time: |
Thursday, August 21, 2008, 9:00
a.m. to 2:15 p.m. |
| Location: |
NYSSCPA
Offices, 3 Park Avenue, 19th Floor |
| Presiding
Officers: |
Sharon
Sabba Fierstein, President |
| Executive
Committee Members Present: |
David
J. Moynihan, President-Elect
Barbara S. Dwyer, Vice President
Joseph M. Falbo Jr., Vice President
Elliot L. Hendler, Vice President
Margaret A. Wood, Vice President
Richard E. Piluso, Treasurer
Scott M. Adair *
|
Cynthia
D. Barry
John B. Huttlinger Jr.
Martha A. Jaeckle
Mark L. Meinberg
Liren Wei
Louis Grumet, Executive
Director
|
| Staff
Present: |
Suvro
C.K. Banerjee
Joanne S. Barry
Alexander W. Charles
Mary Jo Kranacher
Ernest J. Markezin
Dennis M. O’Leary
|
William
Pape
Alan Schmelkin
Paul L. Sinegal
James A. Woehlke
Dominic Yung
|
| Guests: |
Allan
Blum, Loeb & Troper
Michele M. Levine, Audit Committee Chair
Gary Kamath, Loeb & Troper
Robert Kawa, Professional Ethics
Committee Chair
|
Brian
K. Pearson, Consulting
Services Oversight
Committee Chair
Mel Zachater, Loeb & Troper
|
* participated
by phone
M I N U T E S
| EC08
– C – 0
Call to Order
|
President
Fierstein noted that a quorum was present and called the meeting
to order at 9:04 a.m. |
| EC08
– C – 1
Minutes
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a.
Approval of Minutes of May 15, 2008, Executive Committee
Meeting
Ms.
Fierstein asked if there were any comments or corrections
to the draft minutes of the May 15, 2008, Executive Committee
meeting. Ms. Dwyer and Ms. Fierstein indicated typos. Mr.
Piluso moved to approve the minutes upon correction and
Mr. Falbo seconded the motion. The motion passed. Ms. Barry
and Messrs. Adair, Moynihan, and Wei abstained.
b.
Draft Minutes of July 15, 2008, Board of Directors Meeting
Ms.
Fierstein noted that draft July 15, 2008, Board minutes
were attached for the Executive Committee’s review
and comment.
|
EC08
– C – 2
President’s Report
|
a.
FAE Update
President
Fierstein asked Mr. Schmelkin to report on the status of
FAE. FAE’s performance was about the same as fiscal
year 2007/8, down only $20 thousand from the preceding year,
primarily due to three events cancelled because of speaker
unavailability. Mr. Schmelkin reported positive feedback
from the FAE survey and that FAE had begun analysis of the
survey results. Mr. Schmelkin reviewed the economic model
used for pricing the POP pass, noting that approximately
80% of individual POP pass capacity and 95% of firm coupons
were typically utilized. The FAE trustees would next meet
on September 4, to set the terms for the POP pass for the
2008-2009 CPE year.
b.
Report on AICPA Oversight of NYSSCPA Peer Review Administration
President
Fierstein asked Mr. Markezin to report on the recent oversight
review of the NYSSCPA’s administration of the AICPA
peer review program in New York. Mr. Markezin explained
that normally the AICPA performed its review of the Society’s
effectiveness in administering the program every other year.
However, two and a half years ago, the Society received
what was effectively an adverse report. In such instances,
the AIPCA performs an accelerated review, which the Society
underwent in the summer of 2007, receiving a clean report
with some comments. Though not required, Mr. Markezin indicated
that after that review, the Society requested another accelerated
oversight for 2008. That oversight review was completed
last month, with the Society receiving its second “clean”
report in a row. The Society will return to the normal schedule
of every other year.
c.
Town Hall Meeting Schedule
The
2008 Town Hall Meeting schedule was presented. Meetings
were scheduled in September, October, November and one scheduled
in January.
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EC08
– C – 3
President-elect’s Report
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a.
Quality Enhancement Policy Committee Update
Mr.
Moynihan explained the committee was continuing to work
on the post-certification education whitepaper. He added
that the committee members received a homework assignment
for the upcoming meeting in September. In 50 to 100 words,
each member was to write a three-year, personal, professional
development plan. Mr. Moynihan added that the committee
continued to examine other states’ continuing education
requirements and that the paper would be principles-based
not rules-based. The committee intended to complete a draft
paper by January 2009.
b.
2009 Leadership Conference
Mr.
Moynihan announced the 2009 Leadership conference would
be held at Turning Stone Resort.
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EC08
–C – 4
Vice Presidents’ Reports
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a.
Chapters Update
Vice
Presidents Falbo and Dwyer reported on recent chapter matters.
During the course of their report, the committee discussed
the Brooklyn Chapter. Mr. Falbo made the following motion
which was seconded by Mr. Piluso:
The
NYSSCPA Executive Committee recommends that the Board
dissolve the NYSSCPA Brooklyn Chapter due to its longstanding
inability to deliver sufficient service to the chapter’s
membership.
Following
extensive deliberations the motion was unanimously approved.
b.
Recent Society Comments
Vice
President Wood reported the society had produced 15 comment
letters thus far during the current fiscal year with nine
submitted in July alone.
c.
Committees
Vice
President Hendler reported that all oversight committees
had met. President Fierstein asked Mr. Hendler to review
the committee action plans of all oversight committees.
Mr. Hendler reported on plans for a committee open house
in October. Committees are expected to invite both Society
members who do not currently serve on a committee as well
as non-society members, hoping to increase Society and committee
membership. An advertisement would be included in the Trusted
Professional and the Society website. Mr. Hendler noted
that the Society
had recently hired Dominic Yung, who would be serving as
industry manager. Mr. Hendler also stated that committee
attendance and participation are always ongoing concerns.
|
EC08
– C – 5
Secretary/
Treasurer’s Report
|
Nominating
Process Update
Mr.
Piluso reported that twelve petitions had been filed for
the nine member-nominated positions on the nominating committee.
As a result an election would be held in September. In addition,
the Board would designate the final two members to the nominating
committee at its September 18 meeting.
|
EC08
– C– 6
Executive Director’s Report
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a.
Legislative and Regulatory Update
Mr.
Grumet stated the legislature had come and gone, leaving
the proposed accountancy reform legislation dying on the
Senate floor after its third reading. He reported that due
to changing political realities, the PAC’s Board had
changed its contribution policy.
b.
Replacement of IT System
Mr.
Grumet discussed the replacement of current IT system, noting
that Alan Schmelkin had priced out membership systems in
at the ASAE convention in San Diego. Mr. Piluso recommended
budgeting in a cushion whenever one installs an IT system.
c.
Dues Update
Mr.
Grumet reported that the receipt of membership dues stood
at 86% which was slightly ahead of the prior year.
d.
Member Benefits Program Update
The
Executive Committee was referred to the agenda attachment
regarding the current state of the Society’s member
benefit programs
e.
“CPE On-the-Go” Project
Ms.
Kranacher reported that beginning in October members would
be able to earn CPE credit for reading The CPA Journal and
taking a quarterly examination. This service would be offered
for $99 for members and $149 for nonmembers. Members will
be able to begin signing up for the service in September.
f.
FAE/Benevolent Fund Proposed Merger
Mr.
Woehlke reported that much of the material required for
a merger filing had been collected and would be submitted
by the time of the Board meeting. Approval would be required
from the New York Charities Bureau, the State Education
Department and a New York State Supreme Court.
|
EC08
– C– 7
Draft Proposed NYSSCPA Strategic Plan
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Draft
Proposed NYSSCPA Strategic Plan
Ms.
Fierstein and Mr. Grumet led the discussion of the proposed
strategic plan. The committee provided input. By consensus,
the “Big Audacious Goal” was removed from the
plan. In light of the committee discussion, Ms. Fierstein
asked staff to redo the draft strategic plan with a new
core purpose, core values, and draft goals. When presented
to the Board, the purposes in the NYSSCPA and FAE certificates
of incorporation would be presented to the Board to assist
in finalizing the strategic plan.
|
EC08
– C – 8
Operations Division and Oversight Committee reports
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a.
Professional Ethics Committee
Mr.
Kawa, chair of the Professional Ethics Committee, reported
the committee currently has 25 members and meets in person
every other month to deliberate and act on ethics investigations,
and conducts a conference call regarding the status of investigations
in each of the other months. The committee currently has
a policy of a thorough review before members are appointed
to a third term. Mr. Kawa noted the committee had five working
groups which were charged with the following tasks:
-
Revision of the procedures manual.
- Drafting
of comment letters
-
Website
-
Code of Conduct
-
Ethics Education
Also,
the committee is structured with a Vice-Chair and two “assistant
chairs”. The committee has about 65 open cases at
any given time and closes approximately 30 cases a year.
b.
Consulting Services Oversight Committee Report
Mr.
Pearson, chair of the Consulting Services Oversight Committee,
participated via telephone. He stated the committee acts
like a filtering mechanism on what works and what does not
for the division. The committees in the consulting services
division include the following:
-
Anti Money Laundering and Counter Terrorist Financing
Committee
- Bankruptcy
and Financial Reorganizations Committee
- Business
Valuation Committee
- Information
Technology Committee
- Litigation
Services Committee
- Mediation
and Arbitration Committee
Mr.
Pearson stated each committee does a good job on continuing
professional education.
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EC08
– C – 9
Professional Ethics Committee
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Procedures
Manual
Mr.
Kawa reviewed the revisions to the Professional Ethics Committee’s
Procedures Manual, which covered the Sections pertaining
to the operations, structure and objectives of the PEC;
Automatic Discipline and Reinstatement; Alternative Procedures
and Limited Reviews; and Disposition of Investigations.
Mr.
Moynihan moved to accept revisions described by Mr. Kawa.
Ms. Wood seconded the motion. Following discussion, the
motion passed unanimously.
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EC08
– C– 10
Audit Committee Report
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a.
Review of Draft Audit Report
Mr.
Banerjee prefaced the discussion of the audit results by
reviewing the financial highlights of fiscal year 2008.
He noted that there were no adjusting entries as a result
of the audit for the fiscal year 2008 as had been the case
during the previous three years; and hence the presentation
was identical to the one given to the full Board at the
Annual Leadership Conference. Mr. Banerjee noted that FAE
had another banner year; and the second year in a row for
which it needed to receive less CPE Program Support from
the Society than had been budgeted. For fiscal year 2008,
FAE needed $419 thousand for CPE Program Support, which
was $63 thousand less than the budgeted figure.
Michelle
Mark Levine, Chair of the Audit Committee, then introduced
representatives from Loeb & Troper, the Society’s
auditors. Loeb & Troper issued an unqualified opinion
on the financial statements of New York State of Certified
Public Accountant and consolidating entities for the year
ending May 31, 2008. Mr. Blum led the discussion and described
staff as very responsive during the audit. They noted that
a few items were classified differently than in previous
years, but these were not major issues. Mr. Blum noted that
the Form 990 would be significantly changed for the fiscal
year 2009 and would require additional reporting and a tremendous
amount of narrative. The auditors stated they were very
satisfied with the audit results overall.
The
Executive Committee then entered into executive session
for further discussions with the auditors and Audit Committee
chair. No action was taken as a result of the executive
session discussions.
b. Review of Draft Management Letter
The
auditors reviewed their “management letter”
and stated they were not aware of material weaknesses or
fraud. Areas of deficiency included the frequency of posting
cash receipts and the need to develop additional internal
controls for review of payroll. Mr. Moynihan questioned
where the greatest risk of fraud rested. The auditor answered
that, as with most organizations, the greatest risk of fraud
exists in payroll, accounts receivable and disbursements.
The auditors stated that there needed to be a more thorough
review of financials before presentation to the Board. Mr.
Grumet stated that the upgrade of the Society’s Great
Plains software would solve many issues. The auditors stated
that there was an issue of sloppiness among the chapters
and recommended a review of policies pertaining to the chapters.
Ms.
Fierstein appointed a task force to review chapter policies
and recommend change where necessary. The task force members
are Cynthia Barry, Barbara Dwyer, Joseph Falbo and Mark
Meinberg. They are to report to the Executive Committee
in November.
President
Fierstein noted that Mr. Grumet was writing a book about
a court case that was independent of his activities and
responsibilities at the Society. She indicated that he had
fully disclosed the endeavor to her, her predecessor and
others in the Society leadership, and that the work was
being done by Mr. Grumet on his own time at his own expense.
She said that unless there was an objection from any members
of the committee, she would write a letter to Mr. Grumet
recognizing the independent nature of this activity. There
was no objection from any Executive Committee members.
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EC08
– C – 11
Member Benefit Approvals
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Member
Benefits Approvals
Mr.
Pape discussed the Member Benefits Committee’s recommendations
for two new member benefits making available two publications
authored by Seymour Goldberg. Both books would be distributed
in an electronic version only. Mr. Pape stated the Society
would benefit from the affinity relationship. Ms. Dwyer
moved to accept the recommendation of the Member Benefits
Committee. Mr. Piluso seconded. The motion passed unanimously.
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EC08
– B – 12
Membership Report
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Membership
Report
Mr.
Pape presented the membership report noting that as of August
21, 2008, there were 28,621 members compared to 29,098 at
approximately the same time in the previous year. The members
included the following: 377 total applicants, 39 reinstatements,
35 deaths and 158 resignations. Ms. Dwyer moved to accept
report. Mr. Hendler seconded. The motion passed unanimously.
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EC08-C-13
Adjournment
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Adjournment
Ms.
Wood made a motion to adjourn meeting. Ms. Dwyer seconded.
Without objection, the meeting adjourned at 2:15 p.m.
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Respectfully submitted,
Richard Piluso
Secretary
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