Minutes of:

New York State Society of Certified Public Accountants Board of Directors’ Conference Call

Date & Time:

Monday, June 1, 2009, 11:05 a.m. to 11:16 a.m.

Location:

Conference Call

Presiding Officer:

David J. Moynihan, President

Board Members Present:

Margaret A. Wood, President-Elect
Elliot A. Lesser, Vice President
Mark L. Meinberg, Vice President
Joseph M. Falbo, Jr., Secretary/Treasurer
Scott M. Adair
Cynthia D. Barry
Ian J. Benjamin
Anthony Cassella
Sherry L. DelleBovi
Sharon Sabba Fierstein
Robert L. Goecks
David R. Herman
John B. Huttlinger, Jr.
Suzanne M. Jensen
Robert Kawa
Gail M. Kinsella

Nancy A. Kirby
J. Michael Kirkland
Mark G. Leeds
Heather Losi
Anthony J. Maltese
Barbara A. Marino
Avery E. Neumark
Ita M. Rahilly
Erin Scanlon
Thomas M. VanHatten
George I. Victor
Charles J. Weintraub
Jesse J. Wheeler
Louis Grumet, Executive Director

Board Member Absent:

C. Daniel Stubbs, Jr., Vice President
Liren Wei, Vice President
John Barone
Susan M. Barossi

S. David Belsky
Martha A. Jaeckle
Joel C. Quall

Staff Present:

Suvro C.K. Banerjee
Joanne S. Barry
Dennis O’Leary

James A. Woehlke
Dominic Yung

B09 – B – 0
Call to Order

Attendance was taken and President David J. Moynihan established that a quorum was present and called the conference call to order at 11:05 a.m.

B09 – B – 1
Minutes

a. Approval of Minutes of April 6, 2009, Meeting

Mr. Moynihan asked if Board members had any changes or comments to the minutes of the April 6, 2009, Board of Directors’ meeting. Mr. Falbo moved to approve the minutes and Mr. Goecks seconded the motion. A board member asked for clarification with respect to the voting result for Mr. Caswell in section B09 – A – 12, “Society Recommendation to Fill FAE Trustees Vacancies.” No further questions or comments were raised. The motion passed unanimously.

All new members of the 2009-2010 Board abstained, which included Mr. Benjamin, Ms. DelleBovi, Mr. Kawa, Mr. Leeds, Ms. Losi, Ms. Marino, Ms. Scanlon, Mr. Victor, and Mr. Wheeler.

b. Draft Minutes of May 14, 2009, Executive Committee Meeting for Information Only

Mr. Moynihan noted that the draft May 14, 2009, Executive Committee meeting minutes were attached for the Board of Directors’ information. No questions or comments were raised.

a. Welcome

Mr. Moynihan welcomed Board members to the first meeting of Fiscal Year 2009-2010 via conference call.

b. Leadership Conference

Mr. Moynihan reminded Board members that the 2009 Leadership Conference was scheduled for July 12 to 14, 2009, at the Turning Stone Resort in Verona, New York. He encouraged all Board members to attend and briefly summarized the conference schedule. He noted that the Board meeting on July 14, 2009, would be shorter than the typical Board meeting.

c. New Board Members’ Briefing

Mr. Moynihan mentioned that the New Board Members’ Briefing had taken place on May 15, 2009, at the Marriott Marquis Times Square. He was informed by the new board members that the session was very informative.

Mr. Moynihan asked that the Board form an Executive Committee for the 2009-2010 fiscal year and requested a motion to that effect. Ms. Kinsella moved to approve the following motion, which was seconded by Mr. Meinberg:

WHEREAS, the NYSSCPA Bylaws grant the Board the authority to establish an Executive Committee, and

WHEREAS, if an Executive Committee is established by the Board, it is to consist of the Officers (including the Executive Director, who is to serve in a nonvoting capacity) and up to six other members of the Board; and
WHEREAS, the Board desires to establish an Executive Committee for the 2009-2010 fiscal year and wishes to appoint additional persons from among its membership to serve on such committee;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby establishes an Executive Committee for the 2009-2010 fiscal year comprised of the following individuals:

David J. Moynihan, President
Margaret A. Wood, President-elect
Elliot A. Lesser, Vice President
Mark L. Meinberg, Vice President
C. Daniel Stubbs, Jr., Vice President
Liren Wei, Vice President
Joseph M. Falbo, Jr., Secretary/Treasurer
Scott Adair
Dave Herman
John Huttlinger
Martha Jaeckle
Suzanne Jensen
Michael Kirkland
Louis Grumet (nonvoting)

Following discussion, the motion passed unanimously. Ms. Jensen abstained.

Mr. Moynihan presented the dates and times for the 2009-2010 fiscal year meetings of the Board of Directors and Executive Committee. Ms. Jensen moved and Mr. Leeds seconded that the following dates and times be set for the 2009-2010 fiscal year meetings of the Board of Directors and Executive Committee:

Board of Directors’ Meetings (For Board Members Only)

Tuesday, July 14, 2009, Leadership Conference at Turning Stone (Open meeting)

Times To Be Announced

Wednesday, September 16, 2009, Dinner – Albany
6:00 p.m. – 9:00 p.m.

Thursday, September 17, 2009, (Albany – Desmond Hotel)
9:00 a.m. – 4:00 p.m.

Wednesday, December 2, 2009, Cocktail Reception
5:30 p.m. – 7:30 p.m.

Thursday, December 3, 2009, NYSSCPA Offices 9:00 a.m. – 4:00 p.m.

Wednesday, March 24, 2010, Cocktail Reception
5:30 p.m. – 7:30 p.m.

Thursday, March 25, 2010, NYSSCPA Offices 9:00 a.m. – 4:00 p.m.

Executive Committee Meetings (For Executive Committee Members Only)

Tuesday, August 18, 2009, NYSSCPA, 18th Floor, Room 2
9:00 a.m. – 3:00 p.m.

Tuesday, November 17, 2009, NYSSCPA, 18th Floor, Room 2
9:00 a.m. – 3:00 p.m.

Tuesday, February 9, 2010, NYSSCPA, 18th Floor, Room 2
9:00 a.m. – 3:00 p.m.

Thursday, May 13, 2010 (Tentative), NYSSCPA, 18th Floor, Room 2 (To coincide w/ Annual Dinner) 9:00 a.m. – 3:00 p.m.

• All meetings will adjourn at time indicated above unless otherwise noted with agenda materials for meeting.

During the ensuing discussion, Ms. Kinsella moved to amend the original motion to approve the dates and times for the 2009-2010 fiscal year meetings of the Board of Directors and Executive Committee by adding the following additional date and time for the 2009-2010 fiscal year meeting of the Executive Committee:

Tuesday, June 23, 2009, NYSSCPA, 18th Floor, Room 2
9:00 a.m. – 12:00 p.m.

The secondary motion to amend the original motion was not objected and Mr. Moynihan put the secondary motion as amended for a vote. Ms. Kinsella moved to approve the secondary motion to approve the dates and times for the 2009-2010 fiscal year meetings of the Board of Directors and Executive Committee, and Mr. Falbo seconded the motion. Following discussion, the motion passed unanimously with no abstention.

Mr. Moynihan noted that the September 16, 2009, Board of Directors’ meeting would be held at the Desmond Hotel in Albany because of the strong legislative effort exerted by the Society and the fact that the United Nations would be in session in New York City at the same time, which would lead to increased hotel costs and difficulty in reserving hotel accommodations.

Mr. Moynihan called for a motion to approve a resolution regarding banking authority for the 2009-2010 fiscal year. Ms. Fierstein moved and Ms. Rahilly seconded the following motion:

RESOLVED, that the Bank of America shall serve as the depository for the Society and also, wherever appropriate in the discretion of the Executive Director, for the Society’s chapters;

RESOLVED, FURTHER, that the following persons are hereby appointed to serve as authorized signatories on all banking and investment accounts of the NYSSCPA other than those of its chapters:

David J. Moynihan
Margaret A. Wood
Joseph M. Falbo, Jr.
J. Michael Kirkland
Louis Grumet
Joanne S. Barry
Ernest J. Markezin
Dennis M. O’Leary
William J. Pape
Alan Schmelkin
James A. Woehlke

RESOLVED, FURTHER, that with respect to the banking accounts of each of the chapters, there shall be four authorized signatories, the respective chapter’s president, president-elect, and treasurer and the Society’s Executive Director.

RESOLVED, FURTHER, that the officers and staff of the Society are hereby authorized and directed to execute and deliver any documentation required to carry out the intent of this resolution.

Following discussion, the motion passed unanimously with no abstention.

Mr. Goecks moved to adjourn the conference call, and Mr. Weintraub seconded the motion. There being no objection, the conference call adjourned at 11:16 a.m.