Meeting Minutes September 14th, 2021

NYC School Support Services, Inc.

Meeting of the Corporation’s Board

September 14, 2021, 9:00 a.m.

via Zoom Teleconference

 

MEETING MINUTES

The meeting was called to order at 9:05 a.m. by Chairperson Lauren Siciliano, who noted for the record that a quorum was present to conduct business.

In attendance were:

Lauren Siciliano, NYCSSS Board Chairperson Seritta Scott

Jonathan Botwinick Naila Rosario Tom Shcherbenko

Also attending:

Stephen Brennan, NYCSSS Executive Director Brooke Jenkins-Lewis, NYCSSS CFO Douglas Shribman, NYCSSS In-House Counsel Dan Fisler, NYCSSS IT Manager John Shea, CEO, Division of School Facilities, DOE Phil Napolitano, Division of School Facilities, DOE

Phillip Marciano, Mark Paneth LLP

Warren Ruppel, Marks Paneth LLP

I. Introduction

Chairperson Siciliano opened the meeting by noting that there was a quorum to conduct business and appointed Mr. Douglas M. Shribman as Interim Secretary for the meeting.

She proceeded to review the meeting agenda, which included: the approval of the February 26, 2021, meeting minutes; approval of the new Local 32BJ Collective Bargaining Agreement; a meeting of the audit sub-committee of the Board to hear a presentation of the Corporation’s auditors, Marks Paneth, to present the results of the annual audit; the approval of the Corporation’s audited financials; and the consideration of any new business.

II. Approval of Meeting Minutes from February 26, 2021

Chairperson Siciliano requested a motion be made to review the minutes from the February 26, 2021, meeting. The motion was put forward and seconded. Chairperson Siciliano noted that no questions were raised with respect to the minutes and made a motion for their approval, which was seconded and subsequently approved.

III. Approval of the New Local 32BJ Collective Bargaining Agreement

Chairperson Siciliano then noted that the next item to be discussed was the approval of the New Local 32BJ Collective Bargaining Agreement. She noted that if approved the contract would run from July 1, 2021 through June 30, 2024. Chairperson Siciliano requested a motion be made to put the item on the table and the motion was put forward and seconded. No questions were raised with respect to the Collective Bargaining Agreement and the agreement was approved.

 

IV. Meeting of Audit Subcommittee

Chairpersons Siciliano made a motion to convene the Audit Subcommittee of the Board, and the motion was approved. Audit Subcommittee members include Chairperson Siciliano, Ms. Scott, Mr. Shcherbenko, and Mr. Botwinick. NYCSSS Chief Financial Officer, Brooke Jenkins-Lewis, introduced the corporations’ auditors, Marks Paneth LLP, for a presentation relating to their audit for the fiscal year ending June 30, 2021.

 

Warren Ruppel provided the presentation from Marks Paneth. Mr. Ruppel first stated that he would recap the results of the audit with a high-level overview and that the audit went very smoothly with no findings or management letter comments.

 

He noted that Tab 1 contains contact information for Marks Paneth employees that worked on the NYCSSS account. Tab 2 included the location of the required communications including boilerplate documents. As of the date of the Board Meeting, there were a couple of standard outstanding items still to be finalized. However, it was noted that the audit was substantially complete and that that it was typical for these items to be open at this stage.

 

The timing recap has been consistent from year to year and the goal is to hit all appropriate recording deadlines. Mr. Ruppul noted that this goal should be accomplished well within the required reporting timelines. The 990-tax return form is also completed for NYCSSS but will be reviewed in the spring. He stated that as a component unit of New York City, new GASB statements were implemented. He noted there was one new statement but that it would not have any impact on NYCSSS. Significant estimates within the financial statements include pension benefits from the 32bj pension fund, which are reviewed for consistency and reasonableness. Adjusting entries that were recorded were post-closing entries and there was an adjustment to the accrued vacation and sick pay of $5.5 million, which only affect government wide statements and not the general fund.

 

There were no significant issues that were discussed with management or any detected fraud or potentially illegal activities found during the audit. A pre-audit presentation was provided to the Audit Subcommittee via email prior to the meeting. This was provided to give comfort to committee members, rather than having importance for the audit, and are sent as an additional precaution to non-profit and government clients.

 

Data analytics were also done with respect to employees working within NYCSSS. A couple of anomalies were found but were readily explained and, therefore, no noteworthy findings were provided. There were no deficiencies and they were not aware of any other consultation with other accountants and Marks Paneth confirmed they were independent. A draft of the

representation letter, to be signed by Stephen Brennan and Brooke Jenkins-Lewis, was provided. Conflict of interest requirements were also reviewed and no conflicts were found.

 

Tab 3 states there are no material witnesses and no other comments at all with respect to the audit.

 

Tab 4 is a draft of the financial statement and the auditors unmodified opinion report which was clean, subject to the open items with the auditors. Statements of net position (deficit) show the cash due from the City of New York and Marks Paneth described the cash payable/receivable as when the money is being provided versus when it is being spent. Liabilities reflected were long term and included salaries and benefits as well as accrued vacation and sick pay which help to provide the total liabilities and go into the total net position (deficit). Revenues and expenses were described as revenue from the DOE and paid out as expenses. The General Fund statements are similar to the above positions except for pension liability and vacation and sick pay liabilities.

 

Financial statements were substantially similar to prior years.

 

Tab 5 states the audit was performed in accordance with government standards and in compliance with all regulations and contracts with respect to financial statements.

 

A question was posed regarding the fact that for fiscal year 2021, given that expenses were higher than revenues, whether this would be an issue to address or if this would be incorporated into long term liability. Marks Paneth did not foresee this as a cause for concern for NYCSSS. Mr. Ruppel then concluded his presentation and turned to floor back to Ms. Scott.

 

Ms. Scott noted that there was a quorum for the audit committee and that no questions were asked of the Audit Committee. She then adjourned the audit committee of the board and Chairperson Siciliano reconvened the full board of directors meeting. Chairperson Siciliano asked Ms. Scott if she would recommend approval of the audited financials of the fiscal year 2021, which she did. Chairperson Siciliano requested a motion be made to approve the audited financial statements. A motion put on the table and seconded for approval.

 

No additional questions were provided and no further business was raised. Chairperson Siciliano commended the entire NYCSSS and DOE team for their hard work leading up to the first day of school after a very difficult year. A motion was made and approved to adjourn the meeting at approximately 9:24 a.m.

 

Respectfully submitted by Doug Shribman, Interim Meeting Secretary.