By Simon Eskow

NEW YORK—The New York State Society of CPAs’ Executive Committee in March unanimously approved a task force’s recommendations to make changes to the Society’s bylaws.

Sharon Fierstein, chair of the Bylaws Revision Task Force, presented the Executive Committee with a report that included recommended changes to the composition of and rules regarding the Nominating Committee, including enlarging the size of the Nominating Committee from nine to 11 and allowing the Society president to appoint a Nominating Committee chair.

The task force made more than 20 recommendations, ranging from granting student membership to any undergraduate interested in accounting, to increasing the number of members needed to call a special meeting.

With two exceptions, the Executive Committee approved the task force’s recommendations and forwarded them on to the board of directors for review at its next meeting, on April 23. If the board approves the proposed bylaw changes, a ballot must be sent to the membership within 90 days for final approval or rejection. A special meeting of the membership would then occur to formalize the vote. By early fall, the Society could see its first bylaw revision since 1999.

Nominating Committee

According to Fierstein, the task force paid close attention to the Nominating Committee and the nominating process, recommending that the committee be expanded from nine to 11 members, with nine to be proposed by petition plus two designated by the board. Currently, seven are proposed by petition.

The task force felt “the Nominating Committee should be bigger, with more people interested in serving” given the opportunity to serve, Fierstein told the Executive Committee.

The task force recommended limiting the number of terms members can serve on the Nominating Committee to three, beginning once the proposals are approved. This means that members who have served prior terms would have the ability to serve another three terms. Fierstein said the task force felt it was unfair to tell experienced Nominating Committee members that they could no longer serve, which led to the prospective effective date.

Significantly, the task force also suggested that the Nominating Committee be subject to board-approved protocols which would be meant to make Nominating Committee deliberations more consistent from one year to the next.

Also, the task force hoped to improve the entire nominating process by requiring that petitions necessary to serve on the Nominating Committee be submitted earlier in the year.

The task force also recommended permitting members to sign only one petition a year, expanding the number of board members involved in designating Nominating Committee members, and allowing the president to name a Nominating Committee chair.

Fierstein commended the members of the task force for their ability to deliberate many complex governance issues. Members included former Society presidents P. Gerard Sokolski and Brian Caswell, board member Sandra Napoleon-Hudson and former board member Louis Grassi.

The Rest of the Story

The task force made recommendations to change almost two dozen other provisions in the Society’s bylaws. Executive Committee members assented to most of the suggestions without much debate, although they did note two areas of disagreement.

The Executive Committee recommended that the secretary chair the Committee on Committee Operations, and be allowed to serve two years to fulfill the responsibilities of heading the committee. The task force did not believe the secretary should be automatically assigned to head the committee and felt the secretary should be limited to a single one-year term. The committee also disagreed with the task force recommendation to limit the size of the Executive Committee to 11 voting members plus the executive director, preferring instead to limit the Executive Committee to 13 voting members plus the executive director.

Other proposed bylaw revisions include:

• Opening the student membership category to all students interested in accounting. (Currently, student members must be accounting majors.)
• Increasing the number of members needed to call a special meeting of members from 100 members to two percent of the voting membership, which is approximately 600 members.
• Reducing the number of vice presidents from four to three.
• Limiting all officers except the secretary and the treasurer to a single one-year term. (As previously stated, the task force recommended limiting the secretary to one one-year term—a proposal with which the Executive Committee disagreed.)
• Assigning the treasurer to chair the Finance Committee and permitting the treasurer to continue serving two one-year terms.
• Imposing the same requirements to serve on the board as presently apply for service on the Nominating Committee and clarifying that service on a chapter executive board is the equivalent of service on a Society committee for these purposes. (Every director would need to be a CPA member with at least five years’ continuous membership in the Society and at least two years of participation on a Society-level committee, as a member of the board of a chapter, or some combination of both.)
• Clarifying the role of the board to “have general charge, management, and control of the affairs, funds, and property of the Society.”
• Changing the make-up of the Executive Committee by requiring that all officers (including vice presidents) be included on the committee, and limiting its size.
• Updating the descriptions of the president and treasurer.
• Adding a description of the executive director, specifying that he or she is to be the chief executive officer and specifying a number of functions to be carried out under the direction of the board.
• Conforming the authority in the bylaws of committees and members to current practice regarding the issuance of statements in the name of the Society.

Questions about the bylaw revision proposals may be addressed to the task force chair at sfierstein@easternfunding.com or the Society legal counsel, James A. Woehlke, at jwoehlke@nysscpa.org.