NYSSCPA Board Approves Bylaw Changes
Endorsement Starts Countdown to Member Vote

By Simon Eskow

NEW YORK—The New York State Society of CPAs’ Board of Directors in April approved proposals to change bylaw provisions, including those affecting the Society’s nominating process, some officer functions, and the number of required members’ meetings. The proposals would allow for more flexible governance, open up the student membership category to more college students, and address a number of other issues.

The board approved the changes unanimously at its April 23 meeting, starting a 90-day clock to deliver a ballot to the membership. Following the close of the voting period, members will formalize the decision at a special members’ meeting.

Board approval came after the Bylaw Revisions Task Force spent months doing the heavy lifting, and after an Executive Committee recommended in March that the board approve the task force’s final report with two changes.

“We started originally by looking at the nominating process,” Task Force Chair Sharon Fierstein told the board. “We started there and expanded as time went on, taking this opportunity to make other important changes.”

The task force report made more than 20 recommendations, from granting student membership to any undergraduate interested in accounting, to increasing the number of members needed to call a special meeting. Meanwhile, a significant part of the proposal allows the board to set operating guidelines for the Nominating Committee and the board of directors. The guidelines would improve consistency while leaving room for Society leadership to respond to the NYSSCPA’s changing needs.

“We found the rules (of the Nominating Committee) would change from year to year…and what we found was there was really no consistency,” Fierstein said. For instance, the qualifications for serving as a board member would change with each new committee.
“So we came up with the concept of protocols,” Fierstein said. “And we said if the board could do that for the Nominating Committee, it could create standing rules for the board as well. The task force suggested what should be in the protocols and standing rules, but the board has the authority to say what these rules will be.”

Getting on the Same Page

The board accepted the bylaw proposals; however, they made two changes urged by the Executive Committee that differed from the task force report: assigning the secretary the chairmanship of the Committee on Committee Operations (COCO), and increasing the maximum number of Executive Committee voting members to 13 (the task force wanted the maximum to be 11).

“We had experience this year with 13 members on the Executive Committee, which worked very well,” NYSSCPA President Jo Ann Golden said. The bylaws currently set a minimum number of nine members for the Executive Committee.

The new bylaws will set a maximum of 13 voting members on the Executive Committee, with the executive director serving as a nonvoting member. All officers will serve on the committee, though the number of vice presidents will be reduced from four to three.

“In terms of the Executive Committee size, I know Jo Ann (Golden) tried to get a fair representation,” incoming President Jeff Hoops said. “But trying to do that with 11 members is difficult and 13 makes it a little easier.”

Regarding the Nominating Committee, Fierstein said the task force tried to find a happy medium between building institutional experience into the committee and bringing fresh blood to the nominating process. The task force recommended that on a prospective basis, members should be limited to three terms serving on the Nominating Committee. There continues to be a required two-year hiatus between each term.

“People seemed to serve on the committee in perpetuity,” Fierstein said. “We tried to come up with a happy medium since these were some experienced people…We just changed how many times they could serve.”

Other proposed bylaw revisions included:

• Opening the student membership category to all students interested in accounting. (Currently, student members must be accounting majors.)
• Increasing the number of members needed to call a special meeting of members from 100 members to two percent of the voting membership, approximately 600 members.
• Reducing the number of vice presidents from four to three.
• Limiting all officers except the secretary, the treasurer and the executive director to a single one-year term. (The secretary and treasurer will continue to serve for two consecutive one-year terms.)
• Assigning the treasurer to chair the Finance Committee.
• Imposing the same requirements to serve on the board as presently apply for service on the Nominating Committee and clarifying that service on a chapter executive board is the equivalent of service on a Society committee for these purposes. (Every director would need to be a CPA member with at least five years’ continuous membership in the Society and at least two years of participation on a Society-level committee, as a member of the board of a chapter, or some combination of both. The only requirement to serve on the board currently is CPA membership.)
• Clarifying the role of the board to “have general charge, management and control of the affairs, funds and property of the Society.”
• Changing the makeup of the Executive Committee by requiring that all officers (including vice presidents) be included on the committee.
• Updating the descriptions of the president and treasurer.
• Adding a description of the executive director, specifying that he or she is to be the chief executive officer and specifying a number of functions to be carried out under the direction of the board.
• Conforming the authority in the bylaws of committees and members to current practice regarding the issuance of statements in the name of the Society.
• Making a number of style changes to the text.

Any questions regarding the bylaw changes can be directed to Sharon Fierstein at sfierstein@easternfunding.com, or James A. Woehlke, Society counsel, at 212-719-8347 or jwoehlke@nysscpa.org.