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Governance

MINUTES OF: Foundation for Accounting Education, Inc. Board of Trustees
DATE & TIME: Wednesday, June 4, 2008
LOCATION: NYSSCPA, FAE Conference Center,
3 Park Avenue, 19th Floor,
New York, NY 10016
PRESIDING OFFICER: Ann Burstein Cohen, President
BOARD MEMBERS PRESENT:

Cheryl Cornwell
Daniel Fordham
Scott J. Jaffee
James F. Passikoff – President Elect
Warren Ruppel

BOARD MEMBERS ABSENT: Louis Grumet – Executive Director
Don A. Kiamie – Treasurer
D. Edward Martin - Secretary

STAFF PRESENT:

Suvro Banerjee
William Pape
Alan Schmelkin
James Woehlke

 

Minutes

1. Call to Order & Welcome

The meeting was called to order at 12:30 p.m. by Ann Burstein Cohen, FAE President. She welcomed returning FAE Trustees Scott Jaffee and Jim Passikoff and new board members Cheryl Cornwell, Daniel Fordham and Warren Ruppel and announced that Don Kiamie and Ed Martin had notified her of their absences.

2. Approval of Minutes of FAE Conference Call of May 14, 2008

Upon a motion made by Jim Passikoff and seconded by Scott Jaffee, the FAE Board voted to approve the minutes of the May 14 conference call meeting as submitted.

3. Election of Officers

Ann Burstein Cohen reported that the FAE Nominating Committee consisting of Scott Jaffee, Edward Martin and herself, suggested a slate of officers for 2008-09 as follows:

President Elect – Jim Passikoff
Secretary – Ed Martin
Treasurer – Don Kiamie

She asked the Trustees if there were any additional nominations for the officer positions. There being none, she called the nominations closed and asked that the recommendations of the nominating committee be considered duly elected. All members of the FAE Board unanimously agreed and she congratulated the new officers.

4. Designation of Audit Committee Members form FAE

Ann Burstein Cohen reported that the nominating committee proposed Daniel Fordham to serve as the FAE representative on the NYSSCPA Audit Committee for a term of (3) three years. At Ms. Cohen’s request, Daniel Fordham explained his year of service on the Audit Committee during 2007-08 as a representative of the NYSSCPA Board of Directors and discussed the activities of the Audit Committee. All members of the FAE board unanimously agree to elect Mr. Fordham as the FAE representative on the Society’s Audit Committee.


5. FAE Board Meeting Dates 2008-09

Alan Schmelkin reviewed the list of the meeting dates which had been provided to the Trustees in advance of the meeting. He noted (2) two changes which resulted in the following list being confirmed as the official dates for regular meetings of the FAE Board for 2008-09 fiscal year.

2008

Sunday, July 8            12:00 noon
Thursday, Sept. 18      9:00 a.m. jointly with NYSSCPA Board
Thursday, Nov. 20        9:00 a.m.
Tuesday, Dec. 16         9:00 a.m.

2009

Possible (?) January conference call (?)
Tuesday, Apr 21          9:00 a.m.
Tuesday, May 19         2:00 p.m. conference call

6. Vacancy on FAE Board

Ms. Cohen announced that she received written notification from Alan Kahn on May 29, 2008 that he was resigning from his remaining one (1) year term as a FAE Trustee. She advised the Trustees that the Society’s Board of Directors supplied (3) three candidates for consideration as Mr. Kahn’s replacement: Jack M. Kay, Jeffry R. Haber and Denise M. Stefano. Without objection she appointed Scott Jaffe and Jim Passikoff as tellers of the election.

Members of FAE board discussed the background of each candidate and then voted with secret paper ballots which were collected by Messrs. Jaffe and Passikoff. Following the tally, the vote resulted in a tie. Therefore upon a motion made by Jim Passikoff the Trustees agreed to circulate a ballot by e-mail to the entire Board thereby allowing Messrs. Kiamie and Martin to participate as well. During discussion the Trustees recognized that the use of an e-mail ballot would eliminate secret voting. There being no further discussion, the Trustees unanimously agreed to hold a vote by non secret e-mail ballot. Messrs. Jaffe and Passikoff would tally the votes and report to the FAE President with election results.


7. Selection of the FAE Curriculum Committee

In advance of the preparation of upcoming CPE schedule for 2008-09, President Cohen reviewed the responsibilities and activities of the FAE Curriculum Committee. Mr. Jaffee, having served on that Committee, explained the broad involvement including representation from Society Committees and members of the board as well as participation by several FAE Trustees. Ms. Cohen asked the Trustees to consider serving as Chair of the Curriculum Committee since that position, formerly held by Alan Kahn, would now be vacant.

8. Bank Signature Authorization

Upon a motion made by Mr. Jaffee and second by Mr. Passikoff, the FAE Trustees unanimously approved the following:

RESOLVED, that the following persons and those holding the following positions are hereby appointed to serve as authorized signatories on all banking and investment accounts of the Foundation for Accounting Education Inc.:

FAE President
FAE President-Elect
FAE Secretary
FAE Treasurer
FAE Executive Director
NYSSCPA Managing Director for Operations
NYSSCPA Deputy Executive Director
NYSSCPA General Counsel
NYSSCPA Legislative Counsel
NYSSCPA Director for Quality Enhancement
NYSSCPA Director for Member Relations

RESOLVED, FURTHER, that in the event the term of a FAE officer terminates at the end of the fiscal year and the officer’s term as a trustee continues into the following fiscal year, such officer or officers shall continue as bank signatory until such time as his or her successor officer is elected.;

RESOLVED, FURTHER, that two signatures are required on every check, and at least one signature on any check over $10,000 is required to be a FAE officer or Trustee other than the FAE Executive Director; and

RESOLVED, FURTHER, that the officers of the Foundation for Accounting Education, Inc. and the staff of the New York State Society of Certified Public Accountants are hereby authorized and directed to execute and deliver any documentation required to carry out the intent of this resolution.

9. Open Meeting Format for July 13th Meeting

Upon a motion made by Scott Jaffee and seconded by Jim Passikoff, the FAE Board unanimously approved holding the July 13th meeting as an open meeting during the start of the Annual Leadership Conference. Society members may attend as observers and may address the Board during a portion of the agenda that will be reserved for such purpose.

10. Distribution of memorandum from Legal Counsel regarding FAE Trustee Responsibility At the request of Jim Woehlke, Alan Schmelkin distributed a (6) page memorandum to the FAE Board. He asked the Trustees to review document carefully and contact Mr. Woehlke with any questions or concerns. A copy of the memorandum is attached to these minutes.
11. Fund Raising Activities

President Cohen announced that Arthur Bloom, a Former President of the FAE Board, has agreed to chair a fund raising committee to address state wide fund raising activities and opportunities. She also announced that the Scholarship Committee, COAP Committee and the Curriculum Committee all need new chairs and will benefit from the increased participation by Chapter members and other Society members at large.


12. Orientation For New Trustees

Following the conclusion of the regular meeting of the FAE Board, there will be a special orientation for Ms. Cornwell and Messrs Fordham and Ruppel. All other Trustees are invited to attend if their schedules will permit.

13. Adjourn There being no further business, upon a motion made by Mr. Jaffee, seconded by Mr. Passikoff the Trustees unanimously agreed to adjourn at 1:40 p.m.


Respectfully submitted,

Alan Schmelkin
In place of Ed Martin



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