Governance, Anyone?

By Jo Ann Golden

In mid-October, a delegation of more than a dozen New York CPAs joined about 500 professional colleagues at the annual meeting of the American Institute of CPAs Council in Maui, Hawaii.

Most people go to this tropical island for beaches and volcanoes, golf courses and tennis courts. But that was not why we made the long trip. The real reason we were there was far more relevant and important.

The New York delegates went to participate in the process of governing, and carried with them a resolution that would require the AICPA, for the first time in nearly 15 years, to re-examine the issues of its governance. The resolution, which had emerged from an executive committee meeting of our Society held two weeks earlier, addressed the sentiment of many of our members who feel there is a disconnect between the Council, the board of directors, and the leadership of the AICPA and its membership.

The Massachusetts Society of CPAs raised these concerns in May in a letter to then AICPA Chairman Jim Castellano. At a time when all of us as CPAs are being asked by the public to re-examine ourselves and the way we practice, the NYSSCPA Executive Committee believes that it is time for the AICPA to re-examine itself and the structure of its governance.

Specifically, the New York resolution called for the establishment of an independent “task force to examine the governance and structure of the AICPA to ensure responsiveness and accountability to the membership.” The task force would report and make recommendations to the Council next year.

The late submission of our resolution and the perception by some that it involved a “controversial” issue had an interesting impact at the conference. Discussion in the breakout sessions, as well as in the hallways and around the tables at social functions, often focused on the “New York resolution.” It was the singular off-the-agenda item that received universal attention throughout the three-day event.

On Oct. 22, the first item added to the agenda was our resolution. We made every effort to present the resolution in the context in which it was intended—as a constructive proposal for the AICPA to establish a task force designed to bring its governance more in line with the needs of its members. This was a resolution to begin a process that we believe could only strengthen the AICPA and its effectiveness. As Society president, I provided a brief, positive explanatory introduction of the resolution, which President-Elect Jeffrey Hoops then moved. A Texas delegate seconded the motion. We felt we were off and rolling…but were we?

Within minutes, an Ohio delegate proposed an alternate resolution, a trimmed-down version of ours. Both resolutions called for the establishment of a task force.

While we were prepared to support either resolution, neither was to become a reality. Suddenly, another Council member rose and moved to table both motions. This prompted a clarification from AICPA counsel on Robert’s Rules of Order, and the motion to table was then amended to a motion to postpone indefinitely both the New York and the Ohio resolutions. The motion to postpone passed by a substantial margin.

Our initial reaction to the vote was one of dismay and disbelief. At a time when the eyes of the public are focused on our profession demanding that we, as CPAs, re-examine the way in which we operate, why was the Council of the AICPA, the national “voice” of our profession, seemingly refusing to do that very thing itself?

Several hours later we began to realize the possible explanation. It was then that incoming AICPA Chairman Bill Ezzell presented his inaugural address, one that conspicuously included a message that appeared to have been circulated behind the scenes among Council members before the earlier resolution vote occurred.

As Bill took the podium to officially begin his term of office, he summarized the initiatives he intends to take and the issues he intends to actively address during his year in office. The very first issue he focused on was governance of the AICPA and the possible need for change.

Bill promised to review the reports of the breakout session discussions on governance and respond quickly and appropriately. While he did not promise specifically to establish a task force, as the New York resolution would have required, he assured us that he would “take action.” And, taking what he was saying to heart, it became obvious that our delegation had indeed succeeded in its mission.

We had raised the issue of governance and caused most Council members to take a serious look at the matter. And we made the new chairman acutely aware that governance is a real issue to be dealt with if the AICPA is to succeed in being responsive to the needs of its members. (It is interesting to note that the governance issue apparently had not been a part of Bill’s initially planned address, a copy of which appeared on the AICPA website shortly after he spoke.)

AICPA Council meetings, like many conferences, often are the scene of politics. How we get from point A to point B is sometimes important. But it is rarely as important as whether we get from point A to point B.

New York CPAs went to Hawaii with a mission to create an awareness that governance of the AICPA needs to be re-examined with an eye toward positive changes in structure or policy. Politically, we would have liked to have seen passage of our resolution that would have mandated the establishment of an independent task force. But in a practical sense, we succeeded in being the catalyst for what may well lead to an even better outcome.

Bill’s assurance that he would review and deal with the issue of AICPA governance was a meaningful and, more important, voluntary commitment—one that should have a far greater impact than any “forced” action.

Since the beginning of my term, I have urged that we work together with the AICPA for our mutual benefit. Addressing the governance issue may provide an ideal opportunity for collaboration. I sincerely believe that a balanced examination of the way the AICPA operates can only benefit the Institute and make it more the organization its members want it to be. The time for re-examination is now.

Bill’s inaugural remarks lead me to believe that he certainly did not travel to Hawaii to play tennis. He came to serve. The ball’s in your court, Bill!

president@nysscpa.org