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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



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