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Governance

Minutes of: New York State Society of Certified Public Accountants Executive Committee Meeting     
Date & Time: Tuesday, September 7, 2010, 2:00 p.m. to 3:35 p.m.
Location: NYSSCPA Offices, 3 Park Avenue, 18th Floor, New York, New York
Presiding Officer: Margaret A. Wood, President
Executive Committee Members Present: Richard E. Piluso, President-elect
Scott M. Adair, Vice President
David R. Herman, Vice President
John Barone
Robert E. Sohr
Joanne S. Barry, Executive Director
Executive Committee Members via Teleconference: Martha A. Jaeckle, Vice President
Gail M. Kinsella, Vice President
Joseph M. Falbo, Jr.,Secretary/Treasurer

Sherry L. DelleBovi
John B. Huttlinger, Jr.
J. Michael Kirkland

Executive Committee Members Absent: Jennifer R. George  
Guests Present: Andrew Cohen, Chair, Audit Committee
Allan Blum
Gary Kamath
 
Staff Present: Bradley Pryba
Patrick Payano

 

M I N U T E S

EC11 - L - 0
Call to Order


President Margaret A. Wood noted that a quorum was present and called the meeting to order at 2:00 p.m. She introduced Mr. Cohen, the Chair of the Audit Committee

EC11 - L - 1
Audit Committee Report









Mr. Cohen stated that the Audit Committee met on August 31, 2010. The members of the committee were reminded of their duties and responsibilities with respect to the audit. They then proceeded to review the SAS 114 report and its governance requirements. Ms. Wood, Mr. Piluso, Mr. Falbo and Ms. Barry were all in attendance or participated via phone. They also reviewed and commented upon the SAS 115 letter, and then held an executive session.

Mr. Cohen then asked Mr. Blum to discuss the financial statement, SAS 114 letter and SAS 115 letter. Mr. Blum stated that the Audit this year went well. He complimented the Fiscal Department on their hard work and organization. He further noted that NYSSCPA staff provided the auditors with properly reported financial materials. He noted that the only major changes this year to the Financial Statements is that they will be combined statements for the Society and related entities rather than consolidated statements. The Audit commenced in late June with introductory procedures. The Auditors were on site in mid-August to complete their basic field work.

With respect to the SAS 114 communication, Mr. Blum noted that the core areas had been properly presented. He stated that the scope of the audit was to issue an opinion on the Society and related entities. He noted that the Benevolent Fund had been merged into FAE, and that the associated cash accounts had been moved over to the Foundation. The tested core areas including risk assessment, funds assessment, and material misstatements. Mr. Blum informed the members of the other services besides the audit that L&T provides which includes the audit of the 401K plan, and all relevant tax filings. Revenues and receivables are important areas that the audit focused on and they reported that those areas were recorded properly. Expenses were also examined, and staff reporting of expenses was noted to have shifted from a strategic report to a historical report.

Mr. Blum noted that they would be issuing an unqualified opinion on the financial statements. Their management letter would note no material weaknesses. A separate letter noted as observations and recommendations was issued.

He reported that the report was being issued in accordance with the auditing guide, and that no unusual transactions were reported this year, , and no significant audit adjustments will be made this year. Mr. Blum noted that there will be an adjustment to the prior year based upon the proper recording of capital lease obligations. There were no retention issues or management issues to report. Also, no illegal acts were found. There were no material weaknesses in the internal controls.

Mr. Blum provided an overview of the changes that were made to the financial statements based upon the recommendations of the Audit Committee. Mr. Adair raised a question about the appropriate level of detail in the footnote dealing with the restatement disclosure. Mr. Blum noted that the adjustment was not included in the SAS 115 letter because management found and adjusted the capital lease issue prior to the audit; therefore, it was not a weakness or a deficiency. Furthermore, it had a negligible effect on the statements of activities and resulted in the grossing up of assets and liabilities

Mr. Adair also asked if the statement of financial position would be classified. It was noted that it would be taken into consideration for next year’s financial statements.

Mr. Sohr asked whether all of the investments in Note 2 were level 1 investments, and if so, the note was a bit over inclusive. Mr. Blum responded that yes, all current investments are level 1, but that not-for-profit corporations do not always understand the different levels of investment, so that additional information is provided in the note. Mr. Sohr also noted that disclosure regarding all of the investments being level 1 was in footnote 4.

Mr. Blum then went on to present his recommendations as contained in the supplemental management letter. He noted that there were no materials weaknesses.

Ms. Wood thanked Mr. Cohen and Mr. Blum for their report.

EC11 - L - 2
Executive Session

Ms. Kinsella moved to enter into the executive session, and Ms. DelleBovi seconded the motion. There being no objection, an executive session was held between 2:40 p.m. and 3:10 p.m. Mr. Blum and Mr. Kamath were invited to attend the session. At the conclusion of the executive session, Ms. Kinsella moved to adjourn the executive session, and Mr. Adair seconded the motion. There being no objection, the executive session was adjourned.

Mr. Piluso moved to enter into the second executive session, and Mr. Huttlinger seconded the motion. There being no objection, an executive session was held between 3:10 p.m. and 3:25 p.m. At the conclusion of the executive session, Mr. Barone moved to adjourn the executive session, and Mr. Herman seconded the motion. There being no objection, the executive session was adjourned.

EC11 - L - 3
Adjournment
Mr. Piluso moved to adjourn the meeting, and Mr. Herman seconded the motion. There being no objection, the meeting adjourned at 3:35 p.m.


Respectfully submitted,

Joseph M. Falbo, Jr.
Secretary/Treasurer


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