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Governance

MINUTES OF: Foundation for Accounting Education, Inc. Board of Trustees, Special Meeting Held Via Conference Call Pursuant to Notice Emailed May 11, 2007
DATE OF MEETING: Tuesday, June 5, 2007
TIME MEETING CONVENED: 2:05 p.m.
TIME MEETING ADJOURNED: 3:05 p.m.
PRESIDING OFFICER: Peter K. Maier, President
TRUSTEES PRESENT:

Arthur Bloom
Ann Burstein Cohen
Elliot L. Hendler
Scott J. Jaffee
Don A. Kiamie
Alan D. Kahn
James F. Passikoff
Louis Grumet, Executive Director

TRUSTEES ABSENT: D. Edward Martin
STAFF PRESENT:

Suvro C.K. Banerjee
Joanne S. Barry
Annette Davis
William J. Pape
Alan Schmelkin
James A. Woehlke


 

Minutes

0) Call to Order

President Maier called the meeting to order at 2:05 p.m. Noting that a secretary had not yet been elected, Mr. Maier appointed Mr. Jaffee to serve as acting secretary.

1) Welcome by FAE President Maier

Mr. Maier welcomed the new members of the FAE Board of Trustees: Messrs. Kiamie and Passikoff and returning member Mr. Jaffee.

2) Election of Officers Mr. Maier noted that the first order of business was the election of FAE’s 2007-2008 officers other than the president. He referred the Trustees to the bylaws provisions on the FAE officerships which had been distributed with the agenda. He then turned the discussion over to Mr. Bloom who had chaired the nominating committee. Mr. Bloom informed the Trustees that a nominating committee comprised of himself as chair and Messrs Maier and Hendler had met on May 16 and was placing into nomination the following individuals to serve in the positions set opposite their names:

Ann Burstein Cohen President-Elect
Scott Jaffee Secretary
James F. Passikoff Treasurer

all of whom had agreed to serve. Mr. Maier thanked the committee for its good work and opened the floor to any additional nominations. There being none, Mr. Maier noted that since only one individual had been nominated for each position, there would be no need for a formal election. He then declared the officers elected.

3) Designation of Audit Committee Member from FAE

Mr. Maier reminded the Trustees that the NYSSCPA had recently established an audit committee charter which called for one of the five persons serving on that committee to be a FAE Trustee. While normally the audit committee members were to serve three-year terms, the Trustee serving on the initial committee would serve a one-year stub term. He also reminded the Trustees that at their previous meeting, they had decided to have the FAE representative on the audit committee be nominated by the nominating committee, rather than leaving it to the president to appoint the position.

Mr. Maier then turned the discussion over to Mr. Bloom, chair of the nominating committee, to discuss the committee’s deliberations regarding the designation of a Trustee to serve on the NYSSCPA’s Audit Committee.

Mr. Bloom reported that the nominating committee recommended that Mr. Hendler serve the one-year stub term on the NYSSCPA Audit committee. Mr. Maier asked if there were any other recommendations from the other Trustees. There being none, he declared Mr. Hendler appointed to the NYSSCPA Audit Committee.

4) FAE Board Meeting Dates 2007 – 08

Mr. Maier noted the meeting dates he was proposing for approval by the FAE Trustees, which had been distributed with the agenda materials.

There was some discussion of Mr. Maier’s proposed dates, after which Mr. Kiamie moved that the following dates be set for the FAE’s Trustees 2007-2008 regular meeting dates:

2007    
Sunday, July 8 1:00 p.m Formative Meeting
–Saratoga
Tuesday, Sept. 11 12:30 p.m. Phone conference
Wednesday, Sept. 19 10:00 a.m. FAE/NYSSCPA Joint Mtg–NYC
Tuesday, Nov. 20 10:00 a.m. NYC
Tuesday, Dec. 18 10:00 a.m. NYC
2008    
Tuesday, Jan. 29 10:00 a.m. NYC
Thursday, Apr. 17 10:00 a.m. NYC

 

Mr. Jaffee seconded. Following further discussion, the motion passed unanimously. To ease the setting of a meeting date for the FAE nominating committee, Mr. Maier also asked all the Trustees to pencil in Wednesday, May 14, 2008, at 3:00 p.m. for a FAE nominating committee meeting, although the appointments to the committee had not yet occurred.

5) Bank Signature Authorization

Mr. Maier referred the Trustees to the draft resolution regarding signature authority over the FAE accounts for the 2007-2008 year. Mr. Jaffee moved and Mr. Bloom seconded the motion as proposed. Following discussion, Ms. Cohen moved to amend by adding Messrs. Kiamie and Bloom to the list of individuals with signature authority. Following discussion, the motion to amend passed unanimously. Mr. Maier then restated the motion on the floor as follows:

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 Treasurer
  • FAE Executive Director
  • NYSSCPA Managing Director for Operations
  • NYSSCPA Managing Director for Communications
  • NYSSCPA General Counsel
  • NYSSCPA Legislative Counsel
  • NYSSCPA Director for Quality Enhancement
  • NYSSCPA Director for Member Relations
  • Mr. Kiamie, Trustee
  • Mr. Bloom, Trustee

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.

There being no further discussion, Mr. Maier conducted the vote. The motion passed unanimously.

6) Open Meeting Format for the July 8th Formation Meeting

Mr. Maier noted NYSSCPA President David A. Lifson’s request that the FAE trustees hold their July meeting open to those attending the NYSSCPA Leadership Conference. Following discussion, the Trustees by consensus agreed to hold their July meeting open to those attending the Leadership Conference, subject to the call of an executive session should a need arise.

7) FAE Trustees Approval of COAP Scholarships – 2007 Mr. Maier noted that the next order of business was the approval of FAE’s first ever COAP scholarship recipients. The trustees discussed the purpose of the scholarship program and heard a report on the candidates from Ms. Penny Wightman, chair of the FAE scholarship committee. Mr. Bloom then moved and Mr. Jaffee seconded a motion to approve the Scholarship Committee’s report, thereby approving the grant of three COAP scholarships. Following discussion, the motion passed unanimously.
8) Adjournment

There being no further business, the Trustees adjourned the meeting at 3:05 p.m.


Respectfully submitted,

Scott J. Jaffee
FAE Secretary


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