| |
|
Governance
| Minutes
of: |
New York State Society of Certified
Public Accountants Executive Committee Meeting |
|
| Date
& Time: |
Thursday, May 14, 2009, 9:04 a.m. to 1:40
p.m. |
| Location: |
NYSSCPA Offices, 3 Park Avenue, 18th Floor |
| Presiding Officer: |
Sharon
Sabba Fierstein, President |
| Executive
Committee Members Present: |
David
J. Moynihan, President-Elect
Joseph M. Falbo, Jr., Vice President
Elliot L. Hendler, Vice President
Margaret A. Wood, Vice President
Scott M. Adair
Cynthia D. Barry
|
John
B. Huttlinger, Jr.
Martha A. Jaeckle
Mark L. Meinberg
Liren Wei
Louis Grumet, Executive
Director
|
| Executive Committee Members Absent: |
Barbara S. Dwyer, Vice President
|
Richard
E. Piluso, Secretary/Treasurer
|
| Staff
Present: |
Suvro C.K. Banerjee
Joanne S. Barry
Ernest J. Markezin
William J. Pape
Patrick Payano
|
Alan
Schmelkin
Paul L. Sinegal
James A. Woehlke
Dominic Yung
|
| Guest via Teleconference: |
Penny Wightman |
|
M I N U T E S
| EC09 – B – 0
Call to Order
|
President Fierstein noted that a quorum was
present and called the meeting to order at 9:04 a.m. Ms.
Fierstein noted that the Secretary/Treasurer was not present
and appointed Mr. Falbo to serve as Acting Secretary. |
| EC09 – B – 1
Minutes
|
a.
Approval of Minutes of February 13, 2009, Executive Committee
Meeting
Ms.
Fierstein asked the Executive Committee if members had
any changes or comments to the February 13, 2009, Executive
Committee meeting minutes. Mr. Falbo moved to approve the
minutes, and President-Elect Moynihan seconded the motion.
After discussion, the motion passed unanimously.
b.
Draft Minutes of April 6, 2009, Board of Directors’ Meeting
(for information only)
Ms.
Fierstein noted that the draft April 6, 2009, Board of
Directors’ meeting minutes
were attached for the Executive Committee’s information.
Any comments should be directed to Ms. J. Barry.
|
EC09 – B – 2
President’s Report
|
a.
AICPA Update
Ms.
Fierstein described the AICPA’s
spring meeting of Council at the JW Marriott in Washington,
D.C.,
between
April 26 and 28, 2009. The speakers in attendance had
included Mr. Pat Buchanan, Ms. Donna Brazile, Mr. Joseph
Crowley,
Ms. Lynn Jenkins, Mr. Eric Cantor, and Mr. Jason Furman.
Topics of discussion at the meeting had included the
regulation of brokers/dealers and hedge funds, CPAs as
trusted advisors,
the mobile workforce bill, and tax patents.
While
in Washington, D.C., New York Council members and staff
met with 13 senators and congressional members,
including a very successful meeting with Senator Charles
Schumer’s
staff. Mr. Moynihan noted that he had a good introductory
meeting with Congresswoman Carolyn Maloney.
Ms. Fierstein concluded the update by noting that the
next AICPA meeting would take place in Las Vegas in
October 2009.
b.
FAE Update
Mr.
Schmelkin provided the FAE update at the request of Ms.
Fierstein. Mr. Schmelkin stated that the
FAE
Trustees had
held a meeting on May 8, 2009. The FAE Trustee
nominees were discussed, and the FAE Trustees had approved
the nomination
of Mr. Robert Colson, Ms. Lauren Kincaid, and Ms.
Penny Wightman.
Mr.
Schmelkin noted that FAE registrations had decreased
by 1,266 from the prior fiscal year. The
May registrations,
however, had been strong. The Broker/Dealer Conference
had attracted over 230 attendees, compared to
145 in 2008. The
registration for the Business Valuation Conference
scheduled later in May had, so far, lagged. FAE
arranged a Sidney
Kess Tax Conference in May that was well attended
and not originally
in the FAE budget.
Mr.
Schmelkin described FAE’s
emphasis on the new industry curriculum to
be offered between September 2009
and August
2010. To ensure early success, FAE had chosen
segments from a broader industry curriculum
that had traditionally
sold
well in other states.
Mr.
Schmelkin stated that other topics of discussion at the
FAE Trustees meeting
had included a
report on FAE’s
online CPE initiative, a discussion of the
new CPE regulations, and a review of the 2009
COAP Programs. Mr. Schmelkin also
mentioned that the FAE Trustees had unanimously
approved the student scholarships for Fall
2009 and Spring 2010.
|
EC09 – B – 3
President-Elect’s Report
|
a.
New Board Members’ Orientation
Mr.
Moynihan noted that the New Board Members’ Orientation
was scheduled for May 15, 2009. It would be a four-hour
session to be held at the New York Marriott Marquis
at Times Square.
b.
Quality Enhancement Policy Committee
Mr.
Moynihan stated that the Quality Enhancement Policy Committee
had been
continuing its work on the whitepaper
addressing
the concept of why quality matters. Mr. Thomaselli
had been assigned as the new writer on staff. Ms.
Wood, in her role
as President-Elect beginning on June 1, 2009, would
also
assume the chairmanship of the committee.
c.
2009 Leadership Conference
Mr.
Moynihan stated that the upcoming Leadership Conference
would be held at Turning
Stone in Verona,
New York,
between July 12 and July 14, 2009. The theme
for this year’s
conference would be “How we can better interact
and drive home quality for our members from among
the five stakeholders
(Board of Directors, Committees, Chapters, Young
CPAs, and FAE).” The first evening of the
conference would include a cocktail reception at
the Golf Clubhouse; conference
participants
would receive vouchers for dinner independently.
The program for the second day of the conference
would take place between
10 a.m. and 4 p.m., followed by a cocktail reception,
and a dinner at the Atrium in the hotel building.
An open Board
meeting would be scheduled for the last day, and
the conference would adjourn subsequently.
|
EC09 – B – 4
Vice Presidents’ Reports
|
a.
Chapters Update
Vice
President Falbo reported on the recent chapter
presidents’ conference
call. Among the items discussed was the chapter treasurers’ duties
document, with which call participants were in agreement.
The next chapter president conference call would take
place on May 28, 2009. The chapter president-elects and
vice
presidents of chapters had also been invited to the said
call.
b.
Recent Society Comments
Vice
President Wood noted that the Society had completed 41
comment letters to date.
It was indicated that 3
more comment letters from the Auditing Standards
Committee would be submitted by May 29, 2009, and 1 more
comment
letter from
the Technology Assurance Committee by June 1, 2009.
Since
the February 2009 Executive Committee meeting, the
following comment letters had been submitted:
- 5/12/09—Comments
on an exposure draft of a proposed set of statements
on auditing standards that represent the
redrafting of SAS Nos. 8, 29, and 52, in order
to apply the Auditing Standards Board’s clarity
drafting conventions and converge with International
Standards on Auditing.
Prepared by the Auditing Standards Committee,
chaired by Mr. Robert
N. Waxman. Principal drafters were Mr. Robert
W. Berliner and Mr. Fred R. Goldstein.
- 5/6/09—Comments
on an exposure draft of a proposed set of six statements
on auditing standards
on risk assessment. The proposed SASs represent
the redrafting of SAS Nos. 106–110,
to apply the Auditing Standards Board’s
clarity drafting conventions and to converge
with International Standards
on Auditing. Prepared by the Auditing Standards
Committee, chaired by Mr. Robert N. Waxman.
Principal drafters were
Mr. Robert W. Berliner, Ms. Karin Blaney,
Mr. Fred R. Goldstein, Ms. Jan C. Herringer,
Mr.
Julian Jacoby, Mr. Michael R.
McMurtry, Mr. Mark Mycio, and Mr. Stephen
P. Tuffy.
- 4/20/09—Comments
on an exposure draft of a proposed statement on auditing
standards that would
supersede SAS No. 74, Compliance Auditing Considerations
in Audits of
Governmental Entities and Recipients of
Governmental Financial Assistance,
and would revise AU section 801. Prepared
by the Government Accounting and Auditing and Auditing
Standards Committees,
chaired by Mr. Thomas J. Goodfellow and
Mr. Robert N. Waxman, respectively. Principal drafters
were Mr. John F. Georger,
Jr., and Mr. Thomas J. Goodfellow.
- 4/20/09—Comments
to the Public Company Accounting Oversight
Board on Release No. 2009-001:
Proposed Auditing Standard—Engagement Quality
Review, with responses to specific questions
contained in the exposure draft.
Prepared by the Auditing Standards Committee,
chaired by Mr. Robert
N. Waxman. Principal drafters were Mr.
Robert W. Berliner, Mr. Fred R. Goldstein, Ms.
Jan C. Herringer, Mr. Michael
R. McMurtry, and Mr. Robert N. Waxman.
- 3/5/09—Comments
to the Securities and Exchange Commission on their
proposed
Roadmap
for the potential
use of financial
statements prepared in accordance with
International Financial Reporting Standards
(IFRS), as
issued by the International
Accounting Standards Board by U.S.
issuers for purposes of their filings with the
Commission. This Roadmap
sets forth
several milestones that, if achieved,
could lead
to the required use of IFRS by U.S.
issuers in 2014. Prepared
by the NYSSCPA’s
IFRS Roadmap Task Force. Principal
drafters were Mr. David Bender, Mr.
Robert A.
Dyson, Mr. Hisham A. Kader, and Ms.
Anna Zubets.
- 3/3/09—Comments
to the Financial Crimes Enforcement Network (FinCEN),
an agency
of the Treasury Department,
on FinCEN’s
proposal to reorganize Bank Secrecy
Act regulations. Prepared by the
Anti-Money Laundering and Counter
Terrorist Financing
Committee, chaired by Mr. Timothy
Hedley. Principal drafters
were Mr. Robert L. Goecks, Mr. Peter
A. Goldman, Mr. Alan W. Greenfield,
Mr. Tom Levanti, and Ms. Linda Silvestri.
- 2/18/09—Comments to the Public Company Accounting Oversight
Board
on Release
No. 2008-006 - Proposed
Auditing Standards
Related to the Auditor’s Assessment
of and Response to Risk, with comment
on efforts to improve
the risk assessment
procedures undertaken during an audit.
Prepared by the Auditing Standards
Committee, chaired by
Mr. Robert N.
Waxman. Principal
drafters were Ms. Karin Blaney, Mr.
Robert W. Berliner, Ms. Rosanne G.
Bowen, Mr. Fred R. Goldstein, Ms.
Jan C. Herringer,
Mr. Menachem M. Halpert, Mr. Neal
B. Hitzig, Mr.
Anil Kumar, Mr. Moshe S. Levitin,
Mr. Mark Mycio, Mr. Lawrence E. Nalitt,
Mr. William J. Prue, and Mr. Richard T. Van
Osten.
c.
Committees
Vice
President Hendler reported on recent committee activities.
Mr. Hendler had attended
part of
the Consulting Services
Oversight Committee meeting, and the Chair
had mentioned the possibility of disbanding the Information
Technology
Committee, on which Mr. Hendler would follow
up. The Practice Management Oversight Committee
would
next
meet on May 19,
2009.
At
this time of the fiscal year, the committees were in
transition mode with outgoing and
incoming
Chairs.
Recently, Mr. Hendler,
along with Mr. Markezin and Ms. Gomez, had
met with Mr. Lesser, the incoming Vice President
in charge
of committees,
and
had discussed succession and handover of
duties. Mr. Hendler would soon meet with Mr. Lesser
again
for a
follow-up meeting.
The
committee chair orientation had taken place on May 5,
2009. Of the 22 incoming
committee
chairs, 18 were
in attendance.
Mr. Hendler commented that the incoming
committee chairs would be well prepared for the upcoming
fiscal
year
with their roles and had encouraged their
attendance at the
annual leadership conference in July.
Mr.
Hendler concluded his update by noting that all committee
chairs had been reminded
to submit
their
annual reports.
|
EC09 – B – 5
Secretary/
Treasurer’s Report
|
a. Financial
Statements for 10 Months Ended March 31, 2009
Mr.
Banerjee presented the financial statements for 10 months
ended
March 31, 2009, by detailing his responses to questions
raised by Mr. Piluso prior to the meeting.
Mr.
Banerjee noted that the fiscal year-to-date net revenue
of $299,885
was unfavorable to budget by approximately
$501,000.
b.
Election Process Update
Ms.
Fierstein stated that a total of 2,793 ballots were received
from Society members.
Of these, 79
ballots were
declared
invalid, leaving a net of 2,714 valid and returned
ballots. The final results had shown that 2,657
voted in favor
of the nominations, and 57 had either opposed or
partially opposed
them. These results were submitted to Ms. Fierstein
on May 13, 2009, by Messrs. Riley and Langowski.
|
EC09 – B – 6
Executive Director’s Report
|
a.
Legislative and Regulatory Update
Mr.
Grumet announced that he had recently
been invited to hold a press conference on May 17,
2009, with Senator Jeffrey
Klein to announce the tax amnesty bill. Mr. O’Leary
had been working with Mr. Riley on the proposed bill,
and it was estimated that the bill would result in approximately
$400 million in potential revenue for the State of New
York.
New York State Senator Toby Ann Stavisky had recently
moved the bill to increase funding for the State Education
Department
(SED), and it has progressed favorably.
Mr.
Grumet noted that he had noticed an increasing level
of visibility for
the Society in Albany, due in part
to the signing of the Accountancy Reform Law. New York
State governmental
officials had been increasingly asking for the views
and thoughts of the Society on matters as they related
to the
profession.
Mr.
Grumet stated that the New York State Board of Regents
(“Regents”) would be meeting
on May 18, 2009, and June 22, 2009, to review the proposed
amendments to the
Regulations of the Commissioner of Education relating
to the licensure requirements for CPAs. At the June
meeting, the Regents would also be approving the proposed
amendments
as emergency regulations, which would become effective
as
of July 26, 2009. A period of public comment would
then commence until November 2009, before the regulations
would be finalized
by the end of 2009. The proposed amendments for the
May meeting had been released by the Regents and had
been posted on the
Society’s website. The remaining proposed amendments
for the June meeting had not been released and were
under the review of the SED. The Society had continued
to provide
input to the SED throughout the drafting of the proposed
amendments to the regulations. Messrs. Grumet and
O’Leary,
and Ms. J. Barry would be attending the May 18, 2009,
Regents meeting.
Mr.
Grumet noted that Senator Stavisky had indicated interest
in submitting a bill requiring
a master’s degree as
a licensure requirement for CPAs. Mr. O’Leary
has been lobbying in Albany for this proposed legislation.
b.
Member Benefits Program Update
Mr.
Grumet referred Executive Committee members to their
agenda materials
regarding the current
year’s member
benefits update.
c.
Implementation of New Accountancy Reform Law
Mr.
Grumet described the recent effort of the Society in
reaching
out to CPAs regarding
the
Accountancy
Reform Law.
A two-hour session was provided to members
of the New York City Chapter of the Tax
Executives Institute
in
April.
Similar sessions were held at the New York
City
Comptroller’s
Office and also for the direct reports
of Citigroup’s
Controllers at Citigroup, on May 13, 2009.
Mr. Grumet had, on April 29, 2009, attended
the Fifty-Third Annual Accounting
Banquet at Canisius College in Buffalo,
where he had discussed the Accountancy
Reform Law
with top officers of Rich Products,
First Niagara Bank, and M&T Bank. All
had shown high interest in having their
CPA employees learn about the
new law in order to comply. This has since
led to another session
to be given at Rich Products in June for
mostly CPAs practicing in industry in the
region, which would be organized by
the Buffalo Chapter. Mr. Grumet stated
that the participants at these sessions
had been
very active in asking questions
and found them very useful.
Mr.
Grumet mentioned that the large accounting firms
had recently met with certain members
of the Regents
to discuss
the proposed amendments to the regulations.
It was noted that the members of the
Regents had
come away
from this
meeting interested to know what position
the Society would hold,
with respect to the proposed amendments
to the regulations.
Mr.
Grumet noted that the SED had approved the four mandatory
professional
accountancy
content
areas
that were recommended
by the Society’s Board of Directors,
with respect to the opportunity to
apply for admission to the Uniform
CPA
Examination after completing 120 semester
hours of professional study effective
August 1, 2009.
Mr.
Grumet stated that members of academia had been the most
vocal against the
Accountancy Reform
Law
and that
the Higher
Education Committee had sought to
take
a position regarding the law, but
it was pointed
out to
them that this would
be outside the permitted scope of
authority of the committee.
d.
FAE/Benevolent Fund Proposed Merger
Mr.
Grumet indicated that the proposal had been submitted
to the SED for
review, and
it would
next be returned
to the New York Charities Bureau
and, ultimately, the New York
State Supreme Court for final approval.
e.
Dues Update
Mr.
Grumet announced that, to date, approximately $1 million
in members’ dues had
been received, which was
ahead of the same time in
the previous
year.
f.
Association Management System Update
Mr.
Schmelkin mentioned that Aptify had recently
held
a training session
for
12 Society employees
at the
Society’s office.
The next training would
be held at Aptify’s
Washington, D.C., office
for the Society’s
IT department, covering
two sets of two days of
training for programmers
and administrators. He
noted that Aptify had been
progressing well with the
implementation
of its system for the Ohio
Society of CPAs, and that
the New Jersey Society
had been live for over
a month already.
Given that the Ohio Society
of CPAs had also been using
AM4—the
same association management
system currently in use
by the NYSSCPA—there
would be benefits and valuable
lessons learned by Aptify,
which could smooth the
NYSSCPA implementation.
Mr. Schmelkin pointed out
that, at his request, Aptify
had agreed not to charge
the Society extra costs
for the
same
coding that Aptify had
already completed for the
Ohio Society of CPAs.
|
EC09 – B – 7
Oversight Committee Report – Public Sector
Oversight Committee
|
Ms.
Wightman provided a summary 2008–2009
annual report of the Public Sector Oversight Committee,
which included
the following information of all the committees within
the Public Sector Division:
- Number
of total members and active
members,
- Date(s)
of conference and number of attendees,
- Number
of meetings held during 2008–2009 and status
of minutes, and
- Notable
highlights for each committee.
Ms.
Wightman concluded the overview by stating some of her
goals for the fiscal
year 2009–2010, which would
include:
- Being
more proactive with the chairs of the public sector
division,
- Increasing
focus on regulatory updates, and
- Standardizing
the committee action plans across all committees within
the public sector division.
|
EC09 – B – 8
Membership Report
|
Mr. Pape presented the membership report noting that, as
of May 14, 2009, there were 28,018 members, compared to 28,281
at approximately the same time in the previous year. The
members included the following (based on changes since June
1, 2008): 1,625 total applicants, 312 reinstatements and
readmissions, 119 readmitted students and candidates, 130
deaths, 353 resignations, 1,545 dues-related terminations,
285 bylaw related associate candidate and student terminations
and 6 ethics-related terminations. Mr. Falbo moved to accept
the report and Mr. Wei seconded the motion. After discussion,
the motion passed unanimously. |
EC09 – B – 9
Chapter Treasurers’ Duties
|
Mr. Falbo provided an overview of the chapter
treasurers’ duties
and mentioned that he had attended a recent Buffalo Chapter
meeting and that the proposed policy would help answer many
of the questions raised. A committee member raised the point
that this new policy would help eliminate the inconsistency
among the chapters. Mr. Moynihan moved to approve the proposed
chapter treasurers’ duties, and Ms. Wood seconded the
motion. After discussion, the motion passed unanimously. |
EC09 – B – 10
Proposed Revisions to the Charitable Contributions Policy
|
Mr. Woehlke discussed the proposed revisions
to the charitable contributions policy. Mr. Woehlke indicated
that the Governance
Subcommittee had rejected the Chapter Handbook Task Force’s
initial proposal to permit chapters to make contributions
to charities selected by speakers in lieu of giving them
speaker gifts or honoraria. Instead, the Governance Subcommittee
had proposed amendments to the current charitable contribution
policy to clarify and tighten its scope and asked the Executive
Committee for approval. Mr. Woehlke advised that the Executive
Committee had the authority to approve the recommended changes
to the policy; it would not need to go to the full Board
unless the Executive Committee so desired. Mr. Moynihan said
that a decision would help bring clarity to the issue. Mr.
Wei moved to approve the proposed revisions to the charitable
contributions policy, and Mr. Huttlinger seconded the motion.
After discussion, the motion passed unanimously. |
EC09 – B – 11
FAE Governance Policy Proposal
|
Mr.
Woehlke detailed the proposed governance policies regarding
investigations and appeal as requested
by FAE. During the
ensuing discussion, Mr. Moynihan proposed that the sitting
President of the Society appoint an appeal board from the
general membership. Mr. Hendler asked why couldn’t
the FAE Trustees appoint an appeal board themselves. Ultimately,
Mr. Moynihan moved to permit FAE to use the Executive Committee
as an appeal body for decisions made pursuant to FAE’s
policy on dispute resolution, and Mr. Falbo seconded the
motion. After discussion, all voted in favor of the motion
except Mr. Hendler, who opposed. There was no abstention.
|
EC09 – B – 12
Executive Session
|
An executive session was held. |
EC09 – B – 13
Adjournment
|
Ms. Fierstein thanked members for their service
to the Executive Committee and reflected on her experience
during the year. There being no further business, Ms. Fierstein
adjourned the meeting at 1:40 p.m. |
Respectfully submitted,
Joseph
M. Falbo, Jr.
Acting Secretary/Treasurer
|
|