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Governance

Minutes of: Executive Committee Meeting     
Date & Time: Wednesday, June 16, 2004, 9:02 a.m. to 12:25 p.m.
Location: NYSSCPA Offices, 530 Fifth Avenue, Room 1
Presiding Officer: John J. Kearney, President
Executive Committee Members Present: Stephen F. Langowski, President-Elect, (Acting Secretary for this meeting)
Peter L. Berlant, Vice President
Katharine K. Doran, Vice President*
Andrew M. Eassa, Vice President
Arthur Bloom, Treasurer
Deborah L. Bailey-Browne
Andrew Cohen
Neville Grusd
Nancy A. Kirby
Raymond P. Jones
Louis Grumet, Executive
Director
Executive Committee Members Absent

Richard E. Piluso
Raymond M. Nowicki, Secretary




Staff Present: Joanne S. Barry
Lynn T. Chambers
Robert H. Colson
Xiomara Fox

Ernest J. Markezin
William Pape
Alan Schmelkin
Paul L. Sinegal
Guest: Carol C. Lapidus  

*participated via phone

M I N U T E S

04 – F– 0
Call to Order

Noting that a quorum was present, President Kearney called the meeting to order at 9:02 a.m. He then designated President-elect Langowski to serve as acting Secretary in Mr. Nowicki’s absence.

04 – F– 1
Minutes










a. Approval of Minutes of May 13, 2004 Meeting

Mr. Kearney asked Executive Committee members if they had any changes to the minutes of the May 13, 2004 meeting. There being none, Ms. Doran moved to approve the minutes, and Mr. Bloom seconded the motion. The motion passed unanimously. Mr. Jones did not participate in the vote.

b. Ratification of Changes to Minutes of February 4, 2004 Conference Call

Mr. Kearney pointed out that at the April 21, 2004 full Board meeting, Mr. Bloom had suggested additional wording to the minutes of the February 4, 2004 Conference Call, specifically that the words “and peer reviews” be added to end of the last sentence of the sixth full paragraph. The added language, Mr. Kearney noted, would result in the following amended sentence:

“Mr. Bloom noted that the Finance Committee reviewed such documentation as peer review reports and had asked for clarifications with respect to each firm’s proposals and peer reviews.”

Mr. Kearney stated that although the Board duly noted the suggestion, the Executive Committee would need to ratify the amendment.

Ms. Kirby moved to ratify the change, and Ms. Doran seconded the motion. The motion passed unanimously. Mr. Jones did not participate in the vote.

04 – F – 2
President’s Report





a. AICPA Update

President Kearney gave a report on the AICPA spring meeting of Council, which was held in Scottsdale, Arizona. He noted several meeting highlights, including the passage of a resolution supporting peer review transparency which was very similar to that which the NYSSCPA supported. Mr. Kearney also reported that although recommendations of a task force on the Roles and Responsibilities of Council were not adopted as a whole, Council did support its members taking an oath of responsibilities and fairly presenting the endorsed views of Council.

Mr. Kearney noted that New York’s at-large member of Council, Herbert Schoenfeld, made a request that Council consider expanding its at-large membership, and Council responded that it would consider doing so.

A discussion ensued regarding initiatives by New York State Attorney General Spitzer to look at accounting practices and audits of non-profit companies. Mr. Kearney stated that because similar initiatives were gaining ground in a number of states, the issue became an important topic of debate among Council members.

b. Office Relocation

Messrs. Grumet and Schmelkin updated the Executive Committee on the relocation of the Society’s offices to Three Park Avenue, noting that the move was anticipated to take place sometime after Labor Day. Upon a committee member suggestion, staff agreed to put together a floor plan and possibly pictures of the new offices for display at the leadership conference.

c. 2004 Leadership Conference Update

Mr. Kearney reminded committee members that the leadership conference was scheduled to take place at the Sagamore Resort, on Bolton Landing, New York, from July 11-14, 2004. A tentative schedule was distributed to committee members and all were encouraged to attend.

d. Presidential Committee Appointments

Mr. Kearney announced appointments to the Audit, Finance and Policy Committees as follows:

Audit Committee:

Warren Ruppel, Chair
NYC Comptroller's Office, New York, NY

David C. Ashenfarb
Schall & Ashenfarb CPAs LLC, New York, NY

Bonnie J. Chambers,
Risk & Insurance Mgmnt. Society Inc. New York, NY

Mark P. Hettler
Fagliarone Group CPAs P.C., Syracuse, NY

Henry J. Krostich,
Krostich & Krostich LLP, Roslyn Heights, NY

Finance Committee:

Arthur Bloom, Chair
Marks Paneth & Shron LLP, New York, NY

Michael P. Bronstein
Loews Corporation, New York, NY

Steven Edelman,
West Glen Communications, Inc., New York, NY

Thomas R. Emmerling
Dopkins & Company LLP, Williamsville, NY

Alan D. Kahn
The AJK Financial Group, Syosset, NY

Leon M. Metzger
Paloma Partners Management Co., Greenwich, CT

Rita M. Piazza
Marden Harrison & Kreuter CPAs P.C., White Plains, NY

David C. Rosenzweig
Rosenzweig & Maffia LLP, New York, NY

Patricia G. Wright
Starr & Company LLC, New York, NY

Policy Committee for Peer Review and Ethics:

Stephen F. Langowski, Chair
KPMG LLP, New York, NY

Brian A. Caswell
Caswell & Associates CPAs P.C., Phoenix, NY

Vincent J. Love
Kramer Love & Cutler LLP, New York, NY

Michael L. McNee
Marks Paneth & Shron LLP, New York, NY

Robert E. Sohr
Retired, Deloitte & Touche, New York, NY

Maryann M. Winters
Sirchia & Cuomo LLP, Syracuse, NY
Margaret A. Wood
Grant Thornton LLP, New York, NY


04 – F – 3
President-elect’s Report

Legislative Update

President-elect Langowski gave a report on the Society’s legislative initiatives, noting that the Society-sponsored accountancy bill, which had passed the New York State Senate, was still pending approval by the New York State Assembly.

Mr. Langowski stated that legislative initiatives in New York have fostered a sense of common ground between the Society and the Big Four, and expressed encouragement that the well-working relationship would continue.

 
04 – F – 4
Vice Presidents’ Reports

a. Report on Chapters

Vice Presidents Doran and Eassa gave reports on chapters.

Mr. Grumet reminded the committee that the Board in the coming fiscal year would be looking at the performance of the six most-recently formed Society chapters to see whether they should be continued.

The Executive Committee by consensus approved a motion calling for staff to investigate the financial feasibility of merging the Young CPA Forum with the Leadership Conference, instead of maintaining the forum as a Chapter event. Staff was directed to develop a plan in consultation with the Finance Committee to present to the Executive Committee at a later date.

b. Recent Society Comments

Vice President Berlant noted that the following Society comments had been issued:

  • May 19, 2004 Letter to the Honorable George E. Pataki, Governor, State of New York, from NYSSCPA President Jeffrey R. Hoops, CPA, regarding Proposal to Curtail Administrative Hearing Rights for New York State Taxpayers, as proposed in Part L of Budget Bill S. 6060-A/A. 9560-A;
  • May 28, 2004 redistribution to the Internal Revenue Service, National Taxpayer Advocate, of comments made by the NYSSCPA Tax Oversight Committee, currently chaired by Stephen P. Valenti, regarding Tax Simplication; originally distributed to members of Congress and other interested parties on May 27 2003; Principal Drafters: Alan E. Weinder, M. David Bahr, Sheldon Barasch, Arthur Bloom, Joseph L. Charles, Alan Dlugash, I. Jay Safier, and Harold K. Wiebusch; and
  • Comments submitted to the New York State Department of Taxation and Finance by the NYSSCPA Multistate and Local Taxation Committee, chaired by Mark Levin, regarding New York State Unemployment Insurance Regulations; dated May 28, 2004; Principal Drafters: Adam Lambert and Steve Valenti.

Mr. Berlant commended the committees and drafters for their outstanding work.

Mr. Cohen noted that the AICPA recently made changes to an exposure draft based upon comments submitted by the NYSSCPA Accounting and Review Services Committee.

04 – F – 5
Secretary’s Report

Mr. Markezin gave the Secretary’s Report on behalf of Secretary Nowicki. Mr. Markezin summarized a recommendation of the Committee Operations Committee, chaired by Secretary Nowicki, to reclassify the Relations with Legal Community and Cooperation with Community Businesses committees from the industry division to the operations division. After discussion, the Executive Committee by consensus directed that the recommendation be sent back to the Committee Operations Committee for further examination.

Mr. Markezin reported on three main objectives that the Committee Operations Committee had agreed to pursue during the 2004-2005 fiscal year: revision of the committee’s CAP, coordination with chapters and committee report cards.

Mr. Markezin lastly announced that the Committee Operations Committee determined that the Management Tools and Techniques Committee should be disbanded indefinitely for want of participation.

04 – F – 6
Executive Director’s Report

a. Dues Update

Mr. Grumet reported that dues for fiscal year 2004-2005 were continuing to come in at a good pace.

b. E-Mind Update

Mr. Grumet reported that the Society’s arbitration over a contractual dispute with e-Mind was complete, pending final submission of each party’s papers in support of their respective positions. Mr. Grumet reported that a decision would be issued following the submission of those papers.

c. Additional reports

1. Support for Michael Urbach Award

The Executive Committee discussed an initiative by the Council of Community Services of New York State, Inc. (“CCSNYS”) to get more CPAs on non-profit corporation boards. Mr. Grumet informed the committee that as part of that initiative, the CCSNYS had created the Michael Urbach award to recognize outstanding service by a CPA on non-profit boards of directors, and had sought assistance form the NYSSCPA to identify potential award recipients. He noted that service on at least three non-profit boards was a prerequisite to award consideration. In response to a question, Mr. Grumet stated that monetary assistance was not sought for the award, but merely assistance in identifying recipients.

Mr. Langowski moved that the Society support the Michael Urbach Award by assisting the CCSNYS identify potential award recipients from among qualified CPAs. Mr. Eassa seconded the motion. The motion passed unanimously. Ms. Doran did not participate in the vote.

2. CAMICO Endorsement Contract

Vice President Eassa, who chairs the Society’s Professional Liability Insurance (“PLI”) Committee, reported that the PLI committee recommended by consensus that the Society renegotiate its five-year exclusive endorsement contract with CAMICO Mutual Insurance Company, which was due to expire at the end of the calendar year 2004. Mr. Eassa stated that a task force of the PLI committee would be working closely on this issue for a formal recommendation and report to the Executive Committee in August.

3. Career Opportunities in the Accounting Profession

Member Relations Director William Pape gave an update on the Career Opportunities in the Accounting Profession program (“COAP”), noting that COAP events scheduled to take place during the summer 2004 were progressing well.

04 – F – 7
Review of Nominating Committee Protocols – One Year Later

Mr. Kearney gave a brief summary of the process that went into the adoption of a protocol system whereby the Society’s nominations committee would select candidates for service as Society officers, Board members and members of AICPA Council.

After a review of the current nominating committee protocols, Ms. Kirby moved that the Executive Committee recommend full Board approval in July of the existing protocols for use during the 2004-2005 fiscal year. Mr. Berlant seconded the motion. The motion passed unanimously. Ms. Doran and Messrs. Grusd and Cohen did not participate in the vote.

04 – F– 8
Member Benefits

Mr. Kearney introduced guest Carol Lapidus, Member Benefits Committee Chair, to present recommendations of her committee to endorse several new Society member benefits.

Ms. Lapidus began by noting that the Member Benefits Committee had been formed a year ago to identify and evaluate membership benefits which would meet the needs of Society members and enhance membership. She noted that the committee embarked upon its charge by conducting a survey of Society members regarding the types of benefits they would like the Society to offer. Ms. Lapidus stated that the results of the survey provided the necessary direction regarding benefit types and priorities. She added that the committee was continuing to explore other areas of member benefits which would make Society membership even more valuable.

Ms. Lapidus then presented a summary of each proposed benefit. (A full summary of each program is attached to the full set of minutes as Exhibit A.)

a. Insurance Programs:

1) Senior Term Life – Marsh Affinity Group Services (US Life, underwriter)

Ms. Lapidus reminded committee members that based upon a Member Benefits Committee recommendation, the Executive Committee had approved rate increases for the Society’s frozen term-life insurance program in October 2003. She noted that the Senior Term Life Insurance program was being offered as a cheaper alternative for qualifying enrollees in the frozen term-life program. (A summary of Senior Term Life Insurance Program details is attached to the official set of minutes as Exhibit A.)

Ms. Bailey-Browne moved that the Executive Committee approve the recommendation of the Member Benefits Committee to endorse the Senior Term Life Plan, and further moved that the Executive Committee recommend full Board approval of the endorsement. Mr. Langowski seconded the motion. The motion passed unanimously.

2) Life Line Screening – Marsh Affinity Group Services

Ms. Lapidus provided a brief summary of the Life Line Screening service, offered through Marsh Affinity Group Services, which is designed to help individuals become aware of an undetected health problem and guide them to seek follow-up care with their personal physician. (A summary of service details is attached to the official set of minutes as Exhibit A.)

Ms. Bailey-Browne moved that the Executive Committee approve the recommendation of the Member Benefits Committee to endorse the Life Line Screening service, and further moved that the Executive Committee recommend full Board approval of the endorsement. Mr. Berlant seconded the motion. The motion passed unanimously.

3) Umbrella Policy Endorsement – GEICO Insurance Company

Ms. Lapidus gave a brief summary of the Society’s automobile insurance program offered through GEICO. She noted that although umbrella coverage was already available to the Society’s automobile program participants as an unendorsed GEICO option, an official endorsement of GEICO’s umbrella coverage could strengthen the overall member benefit, allow for better marketing of the program and provide increased revenue to the Society in the form of sponsorship fees.

A committee member noted that GEICO does not write insurance policies in New Jersey, and suggested that the committee explore ways to offer similar alternative benefits to Society members living in New Jersey through collaboration with the New Jersey State Society of CPAs. Ms. Lapidus agreed to bring the suggestion back to the Member Benefits Committee for exploration.

Ms. Kirby moved that the Executive Committee approve the recommendation of the Member Benefits Committee to endorse GEICO’s umbrella insurance program, and further moved that the Executive Committee recommend full Board approval of the endorsement. Mr. Eassa seconded the motion. The motion passed unanimously.

4) Dental Insurance – Marsh Affinity Group Services (US Life, underwriter)

Ms. Lapidus summarized the dental insurance program, noting that the program would utilize a provider network called Careington International, which has 21,000 dental providers nationwide. In response to a question, Ms. Lapidus stated that the Member Benefits Committee was satisfied with the geographic spread of the Careington network throughout the New York upstate, downstate, and tri-state regions. (A summary of dental insurance program details is attached to the official set of minutes as Exhibit A.)

Mr. Grusd moved that the Executive Committee approve the recommendation of the Member Benefits Committee to endorse the dental insurance program, and further moved that the Executive Committee recommend full Board approval of the endorsement. Mr. Berlant seconded the motion. The motion passed unanimously.

b. CPA Review Courses

1) MicroMash (Pass Matrix Learning Systems)

Ms. Lapidus provided a summary of the MicroMash CPA Review Course and the discounts associated with it.

A discussion ensued regarding an offer by MicroMash to award five free complete programs to Society members based upon criteria the NYSSCPA may desire. A suggestion was made that qualifying criteria for free programs be vetted by FAE’s scholarship committee. The Executive Committee by consensus agreed to recommend this approach to the FAE Trustees.

Mr. Berlant moved that the Executive Committee approve the recommendation of the Member Benefits Committee to endorse the MicroMash CPA Review Course with the added recommendation that qualifying criteria for free programs be vetted by the Society’s scholarship committee, and further moved that the Executive Committee recommend the full Board’s approval. Mr. Bloom seconded the motion. The motion passed unanimously.

c. Hardware/Software

1) Hewlett Packard Accounting Discount Program

Ms. Lapidus summarized a program available to accountants and accounting clients which provides savings on direct purchases from Hewlett Packard. She noted that although the program does not provide revenue to the Society, it does provide members meaningful discounts of up to ten percent.

Ms. Doran moved that the Executive Committee approve the recommendation of the Member Benefits Committee to endorse the Hewlett Packard accounting discount program, and further moved that the Executive Committee recommend full Board approval of the endorsement. Mr. Eassa seconded the motion. The motion passed unanimously.

04 – F – 9
Membership Report

Mr. Pape presented the membership report which included 165 new members (including 104 new associate members), 4 reinstatements, 14 deaths, and 49 resignations. These changes reflected a total membership of 30,386 as of June 16, 2004, as compared with 29,681 at the same time the previous year.

Mr. Berlant moved to approve the membership report, and Mr. Eassa seconded the motion. The motion passed unanimously. Ms. Doran and Messrs. Cohen and Grusd did not participate in the vote.

04 – F – 10
Adjournment

There being no further business, Ms. Bailey-Browne moved to adjourn, and Mr. Eassa seconded the motion. The motion passed unanimously and the Executive Committee adjourned at 12:25 p.m.

Respectfully submitted,

Stephen F. Langowski, President-elect
Acting Secretary


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