| |
|
Governance
| Minutes
of: |
Executive
Committee Meeting |
|
| Date
& Time: |
Wednesday, March 10, 2004, 9:04 a.m. to 1:47
p.m. |
| Location: |
NYSSCPA
Offices, 530 Fifth Avenue, Room 1 |
| Presiding Officer: |
Jeffrey
R. Hoops, President |
| Executive
Committee Members Present: |
Vincent
J. Love, Vice President
Sandra A. Napoleon-Hudson,
Vice President
Raymond M. Nowicki, Vice President*
Steven Rubin, Vice President
Arthur Bloom, Treasurer
Thomas E. Riley, Secretary
|
Katharine
K. Doran
Neville Grusd
Raymond P. Jones
Nancy A. Kirby
Richard E. Piluso
Louis Grumet, Executive
Director
|
| Executive
Committee Members Absent |
John
J. Kearney, President-Elect
|
|
| Staff
Present: |
Joanne
S. Barry
Lynn T. Chambers
Robert H. Colson
Ernest J. Markezin
Dennis M. O’Leary
|
William
Pape
Alan Schmelkin
Paul L. Sinegal
James A. Woehlke
|
*participated
via phone
M I N U T E S
| 04
– C – 1
Call to Order
|
Noting
that a quorum was present, President Jeffrey Hoops called
the meeting to order at 9:04 a.m. |
| 04
– C – 2
Minutes
|
a.
Approval of Minutes of January 14, 2004 Meeting
Mr.
Hoops asked Executive Committee members if they had any
changes to the minutes of the January 14, 2004, meeting.
There being none, Mr. Love moved to approve the minutes,
and Mr. Bloom seconded the motion. The motion passed unanimously.
Ms. Doran and Mr. Nowicki did not participate in the vote.
b.
Approval of Minutes of February 4, 2004 Conference Call
Mr.
Hoops asked Executive Committee members if they had any
changes to the minutes of the February 4, 2004 conference
call. There being none, Mr. Bloom moved to approve the minutes,
and Ms. Napoleon-Hudson seconded the motion. The motion
passed unanimously. Ms. Doran did not participate in the
vote.
|
| 04
– C – 3
President’s Report
|
a.
Office Relocation
Mr.
Hoops asked Messrs. Grumet and Schmelkin to update the committee
on the office relocation. Mr. Grumet stated that the lease
assignment for the Society’s future offices at 3 Park
Avenue had been approved by the building’s owners,
and Mr. Schmelkin added that the actual office move was
expected to occur in late May. Mr. Grumet asked Executive
Committee members if they would be interested in an as-yet-unscheduled
walk-thru of the location, and the committee responded favorably.
b.
COAP Fundraising Update
Mr.
Hoops asked Mr. Pape to provide a COAP Fundraising update.
Mr. Pape announced that the recently-formed COAP Fundraising
Committee, chaired by Mr. Frank Fusaro, was offering members
and their firms the opportunity to purchase ads in the commemorative
journal for the 2004 Annual Dinner. Mr. Pape noted that
proceeds from the ads would go towards expanding the COAP
program. Mr. Hoops stated that he would send an e-mail to
the full Board asking members to support the COAP program
by purchasing ads.
The
committee then discussed a request from the COAP Fundraising
Committee to create an award honoring a Society member for
his or her outstanding contributions to the Career Opportunities
in the Accounting Profession (COAP) program, to be presented
live at the 2004 Annual Election and Dinner on May 13. Upon
a motion made by Mr. Piluso and seconded by Mr. Love, the
committee unanimously agreed to create the award.
A brief
discussion ensued with respect to the COAP Program’s
tracking of its alumni. Several committee members expressed
a desire to hear more about specific COAP alumni success
stories. Mr. Pape responded that four COAP alumni would
soon be featured in the commemorative journal being distributed
at the Annual Dinner, and that the program is continuing
its efforts to keep in contact with program alumni.
c.
Report on Private Company Audit Standards Task Force
Mr.
Hoops asked Mr. Colson to report on the Private Company
Audit Standards Task Force. Mr. Colson reported on feedback
received by the task force in response to its white paper,
which the task force disseminated by e-mail to 25 of the
largest public accountancy practice units in New York. Mr.
Colson noted that five out of the 25 firms e-mailed written
responses to the white paper which indicated a desire to
learn more about its recommendations. He stated that all
respondents agreed that uniformity in licensing and standards
was desirable.
Mr.
Colson then noted that representatives from three of the
Big Four accounting firms along with BDO Seidman met with
Messrs. Grumet and Colson to discuss the concept of an interstate
compact. Mr. Colson stated that the three Big Four firm
representatives sent a short follow-up letter indicating
a current preference to pursue the common goals of licensure
uniformity and standards authority through the Uniform Accounting
Act (“UAA”) process and AICPA. Mr. Colson added
that BDO Seidman representatives verbally expressed a desire
to learn more about compacts.
The
Executive Committee continued its discussion of an interstate
compact as a means to address accounting standards for privately-held
companies across state lines, and discussed some of the
emerging confusion over the concept. The committee by consensus
reaffirmed its position not to formally pursue the idea
of an interstate compact at this time but to focus on pending
legislation in the New York State Legislature. In addition,
the Executive Committee by consensus reaffirmed its direction
that staff further study the concept of an interstate compact
and that Mr. Grumet keep the issue in the public view in
his individual capacity.
d.
Annual Dinner Update
Mr.
Hoops announced that the 2004 Annual Election and Dinner
would be held at the Manhattan Marriott Marquis on May 13,
2004.
Mr.
Hoops expressed disappointment that some attendees at previous
annual dinners did not pay attention to the awards ceremony
portion of the annual dinner. He opined, however, that the
awards ceremony may have gone on too long for attendees’
attention span and proposed that award recipients’
statements and bios be limited to the commemorative journal
distributed to dinner attendees. He added that the bios
and statements should also be published in The Trusted
Professional.
Mr.
Hoops noted that a separate reception would be held for
award recipients before the reception preceding dinner and
that the only speeches at the dinner would be his, Mr. Kearney’s
and the invited dinner speaker, Harvey Goldschmidt of the
Securities and Exchange Commission. He asked for feedback
from the committee regarding this plan.
Mr.
Pape reiterated a preference by the COAP Fundraising Committee
to present the COAP award, approved by the Executive Committee
during the dinner and allow the recipient to say a few words
to help promote the COAP program and its fundraising objectives.
The committee discussed whether an exception to Mr. Hoops’
proposal regarding speeches should be made for the COAP
award recipient. After discussion, the committee by consensus
agreed that the commemorative journal would be well-received
by attendees, and that an exception should not be made for
any one award recipient.
A committee
member inquired about the progress of a possible Adopt-a-Scholar
Program. Mr. Grumet responded that the idea had been temporarily
deferred but suggested that it be revisited in the near
future.
e.
Awards Committee Update
Mr.
Hoops announced that the awards committee had chosen to
honor two persons for induction into the NYSSCPA Hall of
Fame, the late Homer Pace and the late Arthur Carter. In
addition, Mr. Hoops noted that the awards committee had
recognized Don Kiame with an award for outstanding contributions
by a member in industry, and also Board and Executive Committee
member Nancy Kirby for her outstanding public service.
The
Executive Committee extended its congratulations to all
award honorees.
|
04
– C – 4
President-elect’s Report
|
a.
President-elects’ Workshop
(See
Vice Presidents’ report on Chapters, below.)
b.
2004 Leadership Conference Update
Mr.
Schmelkin gave a brief update on the upcoming 2004 Leadership
Conference to be held at the Sagamore Resort in Bolton Landing
on Lake George, noting that a Board orientation program
and a media training session had been added to the schedule
of events. He reminded the committee that the 2005 Leadership
Conference was also scheduled to be held at the Sagamore
Resort.
Mr.
Schmelkin then updated the committee regarding contract
negotiations with the Gideon Putnam Resort in Saratoga Springs,
New York, which was chosen by the Executive Committee as
the venue for the 2006 and 2007 conferences. Mr. Schmelkin
stated that the parties were incorporating language into
the contract to address issues raised by the Executive Committee
at its last meeting.
.
|
04
– A – 4
Treasurer’s Report
|
a.
Financial Statements as of December 31, 2003
Mr.
Bloom presented the Treasurer’s Report, noting that
combined NYSSCPA and FAE income for the period ending December
31, 2003 was $595,247. Net income was ahead of budget by
$394,058. Cash and equivalents stood at $3,340,809 as opposed
to $2,393,857 in the previous year.
b.
Update on Internal Controls Study
The
Executive Committee by consensus reaffirmed the scope of
the proposed internal controls engagement as a review of
the efficiency and adequacy of internal procedures. Mr.
Bloom reported that RFPs for the engagement had been sent
to a number of firms, and Ms. Chambers noted that one response
had been received as of the date of the meeting.
|
04
– C – 5
Treasurer’s Report
|
a.
Financial Statements as of February 29, 2004
Treasurer
Bloom reported on the financial statements as of February
29, 2004, noting that the Society’s and FAE’s
cash positions were the strongest they had been in four
years. Combined NYSSCPA and FAE income for the period ending
February 29, 2004 was $873,000. Net income was ahead of
budget by $294,000. Cash and equivalents stood at $1.647
million as opposed to $1.151 million in the previous year.
b.
Result of IRS 990 Examination
Treasurer
Bloom announced that the IRS had proposed no changes as
result of the recent examination of the Society’s
form 990 filings, and that the Society would continue to
qualify for exemption from federal income tax.
c.
Internal Control Review
Mr.
Grumet announced that the Society’s and FAE’s
internal control review process had been completed. He added
that a draft report would be presented to the Finance Committee
for their approval, and the draft would then be presented
to the Executive Committee.
|
04
– C – 6
Vice Presidents’ Reports
|
a.
Report on Chapters
Vice
Presidents Nowicki and Napoleon-Hudson gave reports on chapters.
Ms. Napoleon-Hudson expressed concern that several chapter
presidents-elect did not attend the Chapter Presidents-elect
workshop held at the Society’s offices on January
26, 2004. She nonetheless reported that the workshop was
well-received by attendees.
Mr.
Grumet then reminded the Executive Committee that the six
most-recently created chapters (Adirondack, Finger Lakes,
Manhattan/Bronx, Queens, Rockland and Brooklyn), which were
created in 2001 for terms of three years each, were due
for a full performance review by the 2004-2005 Board to
assess whether the Chapter’s conditional status should
be ended.
b.
Legislative Update
Vice
President Love provided an update on legislation. Mr. Love
noted that due to the legislature’s budget priorities,
not much progress has been made on the Society’s bill
since the last report.
The
committee then discussed a recently-passed law that allowed
the New York State Education Department (SED) to investigate
and issue fines for the unauthorized practice of public
accountancy. Mr. Love stated that the SED had issued a request
to the state legislature to raise CPA registration fees
by $10 to assist it in policing the unauthorized practice
of public accountancy under the new law.
Upon
a motion by Mr. Love, seconded by Ms. Napoleon-Hudson, the
Executive Committee unanimously agreed that the Society
should publicly support the SED’s request to raise
CPA registration fees to assist it in policing the unauthorized
practice of public accountancy.
c.
Recent Society Comments
Vice
President Rubin noted that the following Society comment
had been issued:
•
Comments submitted to the Public Company Accounting Oversight
Board by the NYSSCPA Auditing Standards and Procedures Committee,
chaired by Margaret Wood, regarding Proposed Auditing Standards
on Audit Documentation and Proposed Amendment to Interim
Auditing Standards; PCAOB Release No. 2003-023, PCAOB Rulemaking
Docket Matter No. 012, dated January 20, 2004; Principal
Drafters: Margaret A. Wood, Robert Berliner, Fred R. Goldstein,
Elliot A. Lesser, Stephan R. Mueller, Bruce H. Nearon, John
O’Leary (Financial Accounting Standards Committee),
Paul D. Warner and Robert Waxman.
Mr.
Rubin commended the drafters and committee for outstanding
work.
|
04
– A – 7
Leadership Update
|
a.
Redesign of Website
Communications
Director Joanne Barry gave a brief update on the redesign
of the Society’s website, including the area devoted
to The CPA Journal. Ms. Barry announced that hits to the
Society’s website topped 4 million in February, with
over 8,500 unique visitors per day.
b.
Staff Training on AM4 System
Mr.
Grumet reported on the success of recent staff training
sessions on the use of the Society’s membership data
system, the AM4.
Mr.
Grumet then announced that a new Director of Information
Technology had been hired and was expected to commence employment
on March 22, 2004.
c.
Digitization of Peer Review and Ethics
Mr.
Grumet announced that the electronic imaging of the Society’s
peer review and ethics files had been completed and efforts
were underway to image Society and FAE contracts and Society
membership files.
d.
CPA Journal Business Advisory Committee Update
The
committee by consensus agreed with a staff recommendation
to discontinue the CPA Journal Business Activity
Committee. President Hoops and several Executive Committee
members and staff commended the contributions of CPA
Journal Business Committee members over the years.
Mr. Hoops stated that he would send a personal letter to
CPA Journal Business Committee members thanking
them for their service.
|
04
– C – 8
AICPA Communications on Peer Review
|
Mr.
Colson gave a brief update on AICPA communications on peer
review, including the discussion of potential public or
regulatory access to peer review information. He reminded
the committee that because the New York accountancy bill
includes a provision for mandatory peer review, public access
to such information would have a profound impact on New
York CPAs.
The
committee then discussed public access to peer review files
and failed reviews.
|
04
– C – 9
Revision to the Committee Comments Policy
|
Mr.
Markezin, Committee Services Director gave a brief update
on revisions to the draft Committee Approval Policy and
Procedure for Statewide Committees. The committee reviewed
the policy and made several minor editorial changes.
The
committee then discussed the extent of the Board’s
authority over committee communication with outside organizations
and the public. Mr. Woehlke stated that as a legal matter,
the Board must have ultimate authority for the organization’s
public communications, noting that statewide committees
get their authority solely from the Board.
Mr.
Riley moved to approve the Committee Approval Policy and
Procedure for Statewide Committees, as amended, and Ms.
Doran seconded the motion. The motion passed unanimously.
Mr. Love did not participate in the vote. The final approved
policy is included as Attachment A.
|
04
– C – 10
Membership Report
|
Mr.
Pape presented the Membership Report, which included 101
new members (including 74 new associate members), 22 reinstatements,
7 deaths, 4 resignations and 31 terminations. These changes
reflected a total membership of 29,928 members as of March
10, 2004, as compared with 29,200 at the same time last
year.
Mr.
Pape then drew the committee’s attention to a number
of associate members who had been terminated for failure
to ultimately become a full CPA member. He reminded the
committee that associate memberships have a five-year limit.
A committee member requested that future membership reports
include the number of terminations represented by students,
and several committee members agreed that this would be
useful. Mr. Pape agreed to include such figures in future
reports.
Mr.
Piluso moved to accept the membership report and Ms. Doran
seconded the motion. The motion passed unanimously.
|
04
– C – 11
Proposed 2004-2005 Budget
|
The
Executive Committee discussed the proposed 2004-2005 Society
and FAE budget. The Executive Committee agreed by consensus
that the budget should be amended to remove certain initiatives
so as to ensure a balanced budget. The committee then referred
the modifications to the Finance Committee for review. Following
the Finance Committee’s review and recommendation, the
Executive Committee agreed to meet again via conference call
before the April Board meeting to make a final budget recommendation
to the Board. |
04
– C – 12
Executive Session
|
The
Executive Committee held an executive session concerning a
pending arbitration proceeding. No motions resulted from the
executive session. |
04
– C – 13
Adjournment
|
There
being no further business, President Hoops declared the Executive
Committee meeting adjourned at 1:47 p.m. |
Respectfully
submitted,
Thomas E. Riley,
Secretary
|
|