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Governance

Minutes of: Foundation for Accounting Education, Inc. (FAE) joint session with New York State Society of Certified Public Accountants (NYSSCPA) Board of Directors     
Date & Time: Thursday, September 21, 2006, 9:06 a.m. to 12:20 p.m.
Location: 3 Park Avenue, 19th Floor, New York, New York
Presiding Officer: Thomas E. Riley, NYSSCPA President
FAE Trustees Present: Gail M. Kinsella, FAE President
Peter K. Maier, FAE President-elect*
Elliot L. Hendler, FAE Secretary
Scott J. Jaffee, FAE Treasurer


Arthur Bloom
Ann Burstein Cohen*
Alan D. Kahn
Edward D. Martin



     
FAE Trustee Absent: Alan T. Frankel


NYSSCPA Board Members Present: David A. Lifson, President-Elect
Sharon S. Fierstein, Vice President
Richard E. Piluso, Vice President
Robert E. Sohr, Vice President
Mark Ellis, Secretary
Neville Grusd, Treasurer
Edward L. Arcara
Thomas P. Casey
Anthony G. Duffy*
David Evangelista
Joseph M. Falbo
Dr. Myrna M. Fischman
Daniel M. Fordham
Phillip E. Goldstein
Scott Hotalen
Don A. Kiamie
Lauren L. Kincaid
Stephen F. Langowski
John J. Lauchert, Jr.


Kevin Leifer
Elliot A. Lesser
Howard B. Lorch
Beatrix G. McKane
Ian M. Nelson
Jason M. Palmer
Robert A. Pryba, Jr.
Robert T. Quarte
Judith I. Seidman
C. Daniel Stubbs, Jr.
Anthony J. Tanzi
Edward J. Torres
Liren Wei
Ellen L. Williams
Margaret A. Wood
Richard Zerah*
Louis Grumet, Executive Director



NYSSCPA Board Members Absent: Deborah L. Bailey-Browne
Debbie A. Cutler
Mark L. Meinberg
Staff Present: Joanne S. Barry
Adam Cheung
Kevin Hall
Benjamin Kaplan
Mary-Jo Kranacher
Ernest J. Markezin
Dennis O’Leary
William J. Pape
Paul L. Sinegal
Alan Schmelkin
Forrest Whitesides
James A. Woehlke
Guests: Ian J. Benjamin, Partner, GGK LLP
Suzanne Jensen, Chair
NYSSCPA Audit Committee


* Participated by phone

M I N U T E S


Call to Order



NYSSCPA President Thomas E. Riley presided over the joint meeting between the FAE and NYSSCPA boards. Noting that a quorum was present, Mr. Riley called the meeting to order at 9:06 a.m. by welcoming the FAE Trustees to the meeting.

Audit




a. Draft Audited Financial Statements for year ending May 31, 2006

Mr. Riley introduced Suzanne Jensen, Chair of the Audit Committee and Ian Benjamin, Partner, GGK LLP to review the results of the organizations’ annual consolidated audit and management letter.

Ms. Jensen presented an overview of the process by which the audit committee worked with GGK and with management in the consolidated audit of the NYSSCPA, Foundation for Accounting Education, Inc. and the NYSSCPA Benevolent Fund, Inc. She reported that the audit proceeded in a standard fashion and that there were no material issues or disagreements. She then noted several key aspects of the audit, including the first full audit of the Society’s 401(k) plan in several years and the substantive testing of internal controls. She added that the process included an executive session between the audit committee and GGK. She said that both received the full cooperation of staff during the process and that no instances of fraud had been discovered.

Ms. Jensen raised an issue regarding chapter expense documentation which she said did not rise to the level of the management letter. She said that chapter expense documentation presented several challenges because of difficulties in timely obtaining chapter bank reconciliations. She said the audit committee had recommended that chapters be given an option for staff to perform their bookkeeping functions in order to alleviate delays.

Mr. Benjamin then gave several highlights of the audit. He reported that the audit risk areas of 1) revenue recognition and deferral, 2) accounting for restricted contributions, 3) salaries and related expenses, and 4) travel and entertainment expenses, required no adjustments. In addition, he said that there were no significant changes in previously adopted accounting policies or their application within the organization, and that there were no disagreements with management relating to any material matters. He noted that GGK had not tested the organizations’ internal controls to an extent required to give a professional opinion regarding them; however, he said that substantive testing had been completed and that the quality of the organizations’ internal functions had improved significantly since GGK’s first year as auditor. He stated that GGK’s assessment of the consolidated financial statements was therefore that of an unqualified standard opinion.

Mr. Cheung then provided a summary of the consolidated statements of financial position, activities and cash flows (including notes) and of the consolidating schedule of activities. He reported total assets of $9,232,274 as of the fiscal year ending 2006, compared to $6,760,918 reported at the year ending 2005. He attributed the increase in assets primarily to an increase in cash and cash equivalents, which stood at $4,549,833 as of May 31, 2006 as compared to $2,565,561 as of May 31, 2005. He explained that membership dues invoices, which had been mailed to members later than usual in 2005 in order to obtain Board approval of dues increases, had been more timely mailed to members in 2006, thus resulting in an earlier large influx of cash.

A discussion ensued regarding the NYSSCPA’s strategic plan goals and several additional classifications and schedules of functional expenses. It was noted that this information had either been provided to the boards previously, or was available through the Society’s website on which was posted the organization’s IRS form 990. Mr. Benjamin stated that all the information required to be included in the audited statements was in fact included and presented to the Boards, with the addition of a consolidating schedule of activities from the prior year which was added at the request of the NYSSCPA Executive Committee. Mr. Benjamin stated however that he would be happy to include any additional information that the Boards requested, and staff agreed to do so as well.

An executive session was held between the FAE and NYSSCPA Boards with Ms. Jensen and Mr. Benjamin in attendance (for actions, see items c. and d. below).

b. Composition of Audit Committee (for discussion)

Ms. Jensen stated that the Audit Committee currently consisted of five CPAs who were independent of the audited organizations’ respective boards. She noted, however, that the Audit Committee felt strongly that board member representation would be both useful and welcomed. She also suggested that multi-year terms be considered for Audit Committee members, noting that she had been the only member of the committee who had served during a prior year’s audit. She noted that staff was assisting the committee in drafting a more extensive charter or committee action plan.

c. Change to Conflict of Interest Policy Re Related Party Receivable Write-offs (for discussion)

During a discussion of the management letter, the Boards considered a recommendation by GGK’s auditors that the organizations’ respective boards adopt policies addressing the write-off of receivable balances from related parties. The recommendation was approved without objection by both the FAE and NYSSCPA Boards.

d. Appointment of Auditors

The NYSSCPA and FAE Boards unanimously accepted the results of the consolidated audit and unanimously approved the reappointment of GGK as the organizations’ respective auditors for fiscal year 2006-2007.




FAE








a. Relationship Between Society and FAE

Ms. Kinsella and Mr. Riley gave a joint presentation to the FAE and NYSSCPA Boards covering the Society’s historical commitment to educating its members, as reflected in its 1897 corporate purpose, and spanning through the incorporation and development of FAE in the 1970’s as a valuable resource through which the Society could meet its educational objectives. Mr. Riley stressed that the Society’s investment in FAE, as reflected in part through its annual inter-company contribution to FAE, signified not only the Society’s original corporate purpose but also its strategic plan goals as they relate to education. He noted that this commitment, which had been reaffirmed by prior Boards of directors in both organizations, was what made the Society a professional association as opposed to a mere trade organization.

Ms. Kinsella then gave an overview of FAE governance and diligence with respect to FAE’s operations, mission and finances, noting in particular the Trustees’ regular review of course revenues, expenses, contracts, curricula and other initiatives associated with meeting FAE’s educational objectives. She stated that the FAE Board takes very seriously its obligations to meet its objectives in a cost effective manner that ensured the continuation of a quality educational resource for CPAs and Society members.

An in depth discussion ensued regarding the costs associated with meeting the organization’s educational objectives. NYSSCPA board member Ian Nelson moved to reaffirm the Society’s commitment to, and investment in, educating Society members through FAE. NYSSCPA Board member Ms. Fischman seconded the motion. The motion passed with one abstention by Mr. Fordham. On behalf of FAE, President Kinsella thanked the NYSSCPA Board for its vote.


Executive Session







An executive session was held as part of the FAE and NYSSCPA Boards’ discussion of the audit.

Adjournment





The joint meeting adjourned at 12:20 p.m.

Respectfully submitted,

Elliot L. Hendler
Secretary



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