TOMPKINS COUNTY DEVELOPMENT CORPORATION
Adopted March 16, 2010
ARTICLE I – THE CORPORATION
SECTION 1. NAME. The name of the Corporation shall be the “Tompkins County Development Corporation”, hereinafter referred to as the “Corporation”.
SECTION 2. SEAL OF THE CORPORATION. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
SECTION 3. OFFICE OF THE CORPORATION. The office of the Corporation shall be at the offices of Tompkins County Area Development, 200 East Buffalo Street, Suite 102A, Ithaca, New York, but the Corporation may have other offices at such other places as the Corporation may from time to time designate by resolution.
ARTICLE II – THE ORGANIZATION
SECTION 1. PURPOSES AND POWERS. The purposes and powers of the Corporation shall be as set forth in its Certificate of Incorporation and Section 1411 of the Not-for-Profit Corporation Law of the State of New York.
SECTION 2. MEMBERSHIP. The sole member of the Corporation shall be Tompkins County, New York, acting by and through its County Administrator, ex-officio, hereinafter referred to as the “County”. The Corporation shall be managed by its Board of Directors in accordance with the provisions contained herein.
SECTION 3. RIGHTS AND POWERS OF THE MEMBER. The County shall have and exercise all the rights and powers of corporate membership created by the laws of the State of New York, the Certificate of Incorporation and the Bylaws of the Corporation.
SECTION 4. ANNUAL MEETING OF THE MEMBER. The County shall hold an annual membership meeting of the Corporation within six months after the end of each fiscal year at a convenient time and place designated by the County. At the annual meeting, the County shall appoint Directors pursuant to Article III hereof for positions where a new directorship is created or the term of a Director has expired, receive the annual report and transact such other business as may properly come before the meeting.
SECTION 5. ANNUAL REPORT TO THE MEMBER. At the annual membership meeting of the Corporation, the Directors or designated officer of the Corporation shall present an annual report showing in appropriate detail the following information:
(i) A complete verified or audited financial statement of the Corporation for the fiscal year immediately preceding the date of the report showing the assets and liabilities, principal changes in assets and liabilities, revenue, receipts, expenses and disbursements of the Corporation; and
(ii) A summary of the activities of the Corporation during the preceding year.
The annual report shall be filed with the minutes of the annual meeting.
SECTION 6. SPECIAL MEETINGS OF THE MEMBER. Special membership meetings of the Corporation may be called at any time by the County for the purpose of transacting any business designated in the call. Such notice shall be given either personally or by mail to the County not less than ten (10) nor more than fifty (50) days before the date of the meeting. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the County at the address as it appears on the record of members or, at such address that shall have been filed with the Secretary by written request by the County requesting that notices be mailed to some other address, then directed to such other address. Waivers of notice may be signed by the County if the County fails to receive a proper notice. The attendance of the County at a meeting, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice.
SECTION 7. PLACE OF MEETINGS; ORGANIZATION. All membership meetings shall be held at the principal office of the Corporation or at such other convenient location as may be determined by the County. The Secretary, or, in his or her absence, a person chosen by the County, shall keep complete and accurate minutes of the meeting.
ARTICLE III – BOARD OF DIRECTORS
SECTION 1. POWER OF BOARD OF DIRECTORS. The Corporation shall be managed by its Board of Directors, which shall establish all general policies governing its operations.
SECTION 2. NUMBER, ELECTION AND TERM OF DIRECTORS. (a) The number of Directors shall be no less than three but no more than nine, with the exact number of Directors to be established by a resolution adopted by the County. The members of the Tompkins County Industrial Development Agency shall serve as the Directors of the Corporation. The Corporation’s Directors shall serve, holding such office so long as such Director remains a member of the Tompkins County Industrial Development Agency. The Directors shall exercise all rights of Directors as described herein and in the Certificate of Incorporation or any applicable resolution. Any subsequent increase or decrease in the size of the Board of Directors will require the approval of the County. As used in these Bylaws, “the entire Board of Directors” means the total number of Directors that the Corporation would have if there were no vacancies on the Board.
(b) All Directors shall serve at the pleasure of the County.
(c) Neither the Administrator nor the Chief Financial Officer shall serve as Directors of the Corporation (see Article V, Sections 8 and 9 for definitions of Administrator and Chief Financial Officer ).
(d) All Directors of the Board shall participate in training approved by the State of New York regarding their legal, fiduciary, financial, and ethical responsibilities as Directors within one (1) year of appointment to the Board. Thereafter, the Directors shall participate in such continuing training as may be required to remain informed of best practices, of regulatory and statutory changes relating to the effective oversight of the management, and of financial activities of the Corporation and adhere to the highest standards of responsible governance.
(e) As soon as practicable and in compliance with Section 2825 of the Public Authorities Law, the majority of the Directors shall be Independent Directors, as such term is defined in paragraph (f) below.
(f) Independence. For the purposes of these Bylaws, an Independent Director means any person who:
(i) is not, and in the past two (2) years has not been, employed by the Corporation or another corporate body having the same ownership and control of the Corporation in an executive capacity;
(ii) is not, and in the past two (2) years has not been, employed by an entity that received remuneration valued at more than fifteen thousand dollars ($15,000.00) for goods and services provided to the Corporation or received any other form of financial assistance valued at more than fifteen thousand dollars ($15,000.00) from the Corporation;
(iii) is not a relative of an executive officer or employee in an executive position of the Corporation or another corporate body having the same ownership and control of the Corporation; and
(iv) is not, and in the past two (2) years has not been, a lobbyist registered under a state or local law and paid by a client to influence the management decisions, contract awards, rate determinations, or any other similar actions of the Corporation or another corporate body having the same ownership and control of the Corporation.
(g) A Chairperson, Vice-Chairperson, Secretary, and Treasurer shall be elected from among the Directors of the Board at the annual meeting of the Board of Directors. The term of office for the Chairperson, Vice-Chairperson, Secretary and Treasurer shall extend for one year after his or her election and until a successor is elected. The Chairperson, Vice-Chairperson, Secretary, and Treasurer shall be eligible to serve an unlimited number of consecutive terms.
SECTION 3. RESIGNATIONS AND REMOVAL OF DIRECTORS. (a) Any Director of the Corporation may resign at any time by giving written notice to the other Directors or to the Administrator or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, then on delivery. Acceptance of the resignation shall not be necessary to make it effective.
(b) Any Director may be removed from the Board with or without cause by the County or for cause by vote of a majority of the Directors provided there is a quorum of not less than a majority of the entire Board present.
SECTION 4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of Directors, and vacancies occurring for any reason, shall be filled by the County pursuant to Article II hereof as soon as practicable but in no event later than sixty (60) days after the increase or vacancy occurs. A Director appointed to fill a vacancy caused by resignation, death, disability or removal shall hold office for the unexpired term of his or her predecessor in office and until a successor is appointed and takes office.
SECTION 5. ANNUAL MEETING. The annual meeting of the Board of Directors shall be held after the annual membership meeting of the Corporation described in Article II, Section 4 above at a convenient time and location designated by the Board. Written notice of the annual meeting shall be mailed or delivered to each Director of the Corporation prior to the meeting.
SECTION 6. ANNUAL REPORT. A Director designated by the County or the Administrator and the Chief Financial Officer shall present at the annual meeting of the Board of Directors a copy of the annual report described in Article II, Section 5 above.
SECTION 7. SPECIAL MEETINGS AND NOTICE. Special meetings of the Board of Directors may be called at any time by a majority of Directors or by the Administrator or any other officer of the Corporation. Written notice shall be mailed or delivered to each Director of the Corporation prior to the meeting. Said notice shall state the purposes, time, and place of the special meeting. At such special meeting no business shall be considered other than as designated in the call, but if all Directors of the Corporation are present at a special meeting, with or without notice thereof, any and all business may be transacted at such special meeting.
SECTION 8. WAIVERS OF NOTICE. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
SECTION 9. PLACE OF MEETINGS. The Board of Directors may hold its meetings at such place or places within Tompkins County as the Directors may from time to time by resolution determine.
SECTION 10. OPEN MEETINGS. The Corporation is subject to Open Meetings Law and shall comply with the Open Meetings Law of the State of New York as set forth within Article 7 of the Public Officers Law. Notification of all meetings will be given to the press and public whenever possible, seven days before the meeting(s) take place. Such notification will be included in the Tompkins County calendar.
SECTION 11. FREEDOM OF INFORMATION LAW. The Corporation is subject to Freedom of Information Law and shall comply with the Freedom of Information Law of the State of New York as set forth within Article 6 of the Public Officers Law.
SECTION 12. PUBLIC AUTHORITIES ACCOUNTABILITY ACT. The Corporation is subject to the Public Authorities Accountability Act of 2005, as amended by Chapter 506 of the Law of 2009 of New York State (collectively, the “PAAA”), and shall comply with the PAAA, as set forth within the New York State Public Authorities Law.
SECTION 13. STATE ENVIRONMENTAL QUALITY REVIEW ACT. The Corporation shall comply with the State Environmental Quality Review Act as set forth within Article 8 of the New York Environmental Conservation Law.
SECTION 14. QUORUM AND ADJOURNED MEETINGS. (a) A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at meetings of the Board.
(b) A majority of the Directors present, whether or not a quorum is present, may adjourn any Board meeting to another time and place. If a quorum is present at the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. Notice of the adjourned meeting shall be given to all Directors.
SECTION 15. ACTION BY THE BOARD OF DIRECTORS. Any corporate action to be taken by the Board of Directors means action at a meeting of the Board in which a quorum is present at the time of the vote. Each Director shall have one vote regarding any corporate action to be taken by the Board. Except as otherwise provided by law or these Bylaws, the vote of a majority of the Directors at a duly convened meeting at which a quorum is present at the time of the vote shall be the act of the Board of Directors. All references to actions of the Board of Directors herein and in the Certificate of Incorporation shall mean the affirmative vote of a majority of the Directors at a duly convened meeting at which a quorum is present at the time of the vote.
SECTION 16. ORDER OF BUSINESS. The following shall be the order of business at the regular meetings of the Board of Directors of the Corporation:
a. roll call
b. reading and approval of minutes of previous meeting
c. bills and communications
d. report of the Treasurer
e. reports of committees
f. unfinished business
g. new business
All resolutions shall be in writing and shall be copied in a journal of the proceedings of the Corporation.
SECTION 17. ORGANIZATION. At each meeting of the Board of Directors, the Chairperson, or, in his or her absence, the Vice-Chairperson shall preside. The Secretary, or, in his or her absence, a person chosen by a majority of the Directors present, shall keep complete and accurate minutes of the meeting.
SECTION 18. ATTENDANCE AT MEETINGS. Attendance at each meeting of the Board shall be recorded by the Secretary or a Director designated by a majority of the Board of Directors in the minutes thereof.
SECTION 19. COMPENSATION. The Directors shall serve in their capacity as Directors of the Tompkins County Development Corporation without compensation. All Directors may be reimbursed for reasonable expenses incurred in the performance of corporate duties.
SECTION 20. ANNUAL INDEPENDENT AUDIT. The Audit Committee shall present to the Board upon its completion, the annual independent audit report performed in accordance with the requirements of the PAAA and generally accepted government auditing standards certified by a firm of independent public accountants. The certified independent public accounting firm that performs the annual independent audit shall timely report to the Audit Committee the following:
(i) the assets and liabilities, including the status of reserve, depreciation, special, or other funds including the receipts and payments of such funds, of the Corporation as of the end of the fiscal year;
(ii) the principal changes in assets and liabilities, including trust funds, during said fiscal period;
(iii) the revenue or receipts of the Corporation, both unrestricted and restricted, to particular purposes during said fiscal period;
(iv) the expenses or disbursements of the Corporation for both general and restricted purposes, during said fiscal period; and
(v) a schedule of the bonds and notes of the Corporation outstanding during said fiscal period, including all refinancings, calls, refundings, defeasements, and interest rate exchange or other such agreements, and for any debt issued during the fiscal period, together with a statement of the amounts redeemed and incurred during such fiscal period as a part of a schedule of debt issuance that include the date of issuance, term, amount, interest rate, means of repayment, and cost of issuance.
Furthermore, the certified independent public accounting firm that performs the annual independent audit shall timely report to the Audit Committee the following:
(i) all critical accounting policies and practices to be used;
(ii) all alternative treatments of financial information within generally accepted accounting principals that have been discussed with the management of the Corporation, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the certified independent public accounting firm;
(iii) other material written communications between the certified independent public accounting firm and the management of the Corporation, such as the management letter along with management’s response or plan of corrective action, material corrections identified, or schedule of unadjusted differences, where applicable.
SECTION 21. PROPERTY RIGHTS. No Director of the corporation shall, by reason of that position, have any rights to or interest in the property or assets of the Corporation.
ARTICLE IV – COMMITTEES
SECTION 1. STANDING COMMITTEES. (a) The Standing Committees of the Board of Directors shall be as described in subparagraph (b) below. Except as otherwise provided by these Bylaws, each Standing Committee shall consist of at least three Independent Directors.
No Standing Committee shall have authority as to the following matters:
(i) The submission to the County of any action requiring its approval as the sole member of the Corporation;
(ii) The filling of vacancies on the Board of Directors or any committee;
(iii) The amendment or repeal of these Bylaws or the adoption of new Bylaws; or
(iv) The amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable.
(b) Until changed by amendment of these Bylaws, the Corporation shall have the following Committees:
Members: There shall be an Audit Committee consisting of at least three (3) Independent Directors with the Chairperson of the committee being appointed by the Chairperson of the Board; provided, however, that in the event that the Corporation has fewer than three (3) Independent Directors, the Chairperson of the Board of Directors may appoint non-Independent Directors to the Audit Committee, provided that the Independent Directors must constitute a majority of the Directors serving on the Audit Committee. To the extent practicable, Directors serving on the Audit Committee should be familiar with corporate financial and accounting practices.
Duties: The Audit Committee shall recommend to the Board of Directors the hiring of a certified independent accounting firm in compliance with the PAAA to conduct the annual independent audit, establish the compensation to be paid to the accounting firm, and provide direct oversight of the performance of the annual independent audit.
Members: There shall be a Governance Committee consisting entirely of at least three (3) Independent Directors with the Chairperson of the committee being appointed by the Chairperson of the Board of Directors; provided, however, that in the event that the Corporation has fewer than three (3) Independent Directors, the Chairperson of the Board of Directors may appoint non-Independent Directors to the Governance Committee, provided that the Independent Directors must constitute a majority of the Directors serving on the Governance Committee.
Duties: The Governance Committee shall keep the Board of Directors informed of current best governance practices, review corporate governance trends, update the Corporation’s corporate governance principles, and advise the County and Directors on the skills and experience required of potential Directors.
Members: There shall be a Finance Committee consisting entirely of at least three (3) Independent Directors with the Chairperson of the committee being appointed by the Chairperson of the Board of Directors; provided, however, that in the event that the Corporation has fewer than three (3) Independent Directors, the Chairperson of the Board of Directors may appoint non-Independent Directors to the Finance Committee, provided that the Independent Directors must constitute a majority of the Directors serving on the Finance Committee. The Directors serving on the Finance Committee shall possess the necessary skills to understand the duties and functions of the committee.
Duties: The Finance Committee shall have the responsibility to review proposals for the issuance of debt by the Corporation and its subsidiaries and make recommendations.
SECTION 2. SPECIAL COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may create Special Committees, which shall have only the powers specifically delegated to them and shall in no case have powers that are not authorized for Standing Committees. The members of Special Committees shall be appointed by a plurality of the votes cast by the Board of Directors with the Chairperson of such committee being appointed by the Chairperson of the Board of Directors.
SECTION 3. MEETINGS. Meetings of committees shall be held at such times and places as shall be fixed by the respective committee chairpersons, or by vote of a majority of all of the Directors serving on the committee. Written notice shall be mailed (via regular mail or electronic mail) or delivered to all Directors serving on the committee prior to each meeting. Written minutes of the proceedings shall be kept at all committee meetings and shall be submitted at the next meeting of the Board of Directors. The Administrator, or his or her designee, may attend all committee meetings, but does not possess any voting rights.
SECTION 4. QUORUM. Unless otherwise provided by resolution of the Board of Directors, a majority of all of the Directors serving on a committee shall constitute a quorum for the transaction of business.
SECTION 5. MANNER OF ACTING. Any corporate action to be taken by a committee shall mean such action to be taken at a meeting of the committee. Action by a committee shall be taken by majority vote at a meeting.
ARTICLE V – OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall consist of a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer, who shall be Directors of the Corporation.
SECTION 2. CHAIRPERSON. The Chair shall preside at all meetings of the Corporation and, except as otherwise authorized by resolution of the Corporation, shall sign all agreements, contracts, deeds, and any other instruments of the Corporation. At each meeting, the Chairperson shall submit such recommendations and information as he or she may consider proper concerning the business affairs and policies of the Corporation.
SECTION 3. VICE-CHAIRPERSON. The Vice-Chairperson shall, in the absence of the Chairperson, fulfill the duties of the Chairperson.
SECTION 4. SECRETARY. The Secretary shall maintain or cause to be maintained the records of the Corporation, shall act as secretary of the meetings of the Corporation, record or cause to be recorded all votes, keep or cause to be kept a record of the proceedings of the Corporation in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to this office.
SECTION 5. TREASURER. The Treasurer shall maintain or cause to be maintained all funds of the Corporation and shall deposit or cause to be deposited same in the name of the Corporation in such bank (s) as the Corporation may select. The Treasurer shall sign or cause to be signed all instruments of indebtedness, all orders, and all checks for the payment of money; and shall pay out and disburse said monies under the direction of the Corporation. Except as otherwise authorized by resolution of the Corporation, all such instruments of indebtedness, orders, and checks over $20,000 shall be countersigned by the Chairperson. The Treasurer shall keep or cause to be kept regular books of accounts showing receipts and expenditures, and shall render to the Corporation at each regular meeting an account of his transactions and also of the financial condition of the Corporation. The Treasurer shall be the Contracting Officer of the Corporation for the disposition of real and personal property in accordance with the provisions of the PAAA. The Treasurer shall be the Freedom of Information Law Officer of the Corporation in accordance with the provisions of the New York State Freedom of Information Law.
SECTION 6. ADDITIONAL DUTIES. The officers of the Corporation shall perform such other duties and functions as may from time to time be required by the Corporation, the Bylaws of the Corporation, the Certificate of Incorporation of the Corporation, or the rules and regulations of the Corporation.
SECTION 7. VACANCIES. Should any office become vacant, the Corporation shall appoint a successor from among its Board of Directors at the next regular meeting, and such appointment shall be for the unexpired term of said office.
SECTION 8. ADMINISTRATOR. An Administrator may be appointed by the Board of Directors of the Corporation, and shall have general supervision over the administration of the business and affairs of the Corporation, subject to the direction of the Corporation. The Administrator shall be charged with the management of all projects of the Corporation. (per Article III. Section 2.c – the Administrator shall not serve as a Director of the Corporation).
SECTION 9. CHIEF FINANCIAL OFFICER. The Chief Financial Officer of Tompkins County shall serve as the Chief Financial Officer of the Tompkins County Development Corporation. Upon direction of the Treasurer, the Chief Financial Officer shall perform the duties of the Treasurer when needed. (per Article III. Section 2.c – the Chief Financial Officer shall not serve as a Director of the Corporation)
SECTION 10. ADDITIONAL PERSONNEL/TOMPKINS COUNTY PERSONNEL. (a) The Corporation may from time to time employ such personnel as it deems necessary to exercise its powers, duties, and functions as prescribed by the New York State Not-for-Profit Corporation Law of the State of New York, as amended, its Certificate of Incorporation, and all other laws of the State of New York applicable thereto. The selection and compensation of all personnel, including the Administrator, shall be determined by the Corporation subject to the laws of the State of New York.
(b) The Corporation may use the agents, employees, and facilities of Tompkins County. In such event, the Corporation will, by resolution, enter into a contract with Tompkins County providing the terms upon which Tompkins County will provide the use of its agents, employees, and facilities to the Corporation and the compensation, if any, that the Corporation shall pay to Tompkins County for the use by the Corporation of Tompkins County’s agents, employees, and facilities.
ARTICLE VI – GENERAL
SECTION 1. BOOKS AND RECORDS. There shall be kept by the Corporation (1) correct and complete books and records of account, (2) minutes and statements of written action by the County as the sole member of the Corporation, (3) minutes of the proceedings of the Board of Directors and its committees, (4) a current list of the Directors and officers of the Corporation and their residence addresses, (5) a copy of the Certificate of Incorporation, and (6) a copy of these Bylaws. The foregoing items shall be subject to inspection and/or audit at any time by or at the direction of the Board of Directors.
SECTION 2. INDEMNIFICATION. The Corporation shall indemnify the County, as the sole member of the Corporation, each Director, each officer, and, to the extent authorized by the Board of Directors, each other person authorized to act for the Corporation or on its behalf, to the full extent to which indemnification is permitted under the Not-For-Profit Corporation Law.
SECTION 3. INTERESTED DIRECTORS AND OFFICERS. The Board of Directors may adopt a policy regarding conflicts of interest that shall apply to all directors and officers.
SECTION 4. LOANS TO THE MEMBER, DIRECTORS, AND OFFICERS. The Corporation, either directly or indirectly, including through any subsidiary, is prohibited from extending or maintaining credit, arranging for the extension of credit, or renewing any extension of credit, in the form of a personal loan to or for the County, as the sole member of the Corporation, Director, or Officer, or to any other company, corporation, firm, association, or other entity in which the County or one or more of the Directors or Officers of the Corporation are officers or hold a substantial financial interest.
SECTION 5. POLICIES OF THE CORPORATION. The Corporation will adopt and enforce all policies of the Tompkins County Industrial Development Agency related to such public interests as diversity in hiring practices, apprenticeships, wage levels for jobs created, LEED construction, green operation, and other public interest stipulations in effect as of the date the Corporation issues any bonds, notes, or other obligations. The Tompkins County Code of Ethics shall apply to the Corporation.
ARTICLE VII – FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall commence on the first day of January of each calendar year and end on the last day of December.
ARTICLE VIII – AMENDMENTS
SECTION 1. AMENDMENTS TO BYLAWS. The Bylaws of the Corporation shall be amended by the County or with the approval of at least a majority of the Board of Directors of the Corporation at a regular or special meeting, but no such amendment shall be adopted unless at least seven days written notice thereof has been previously given to all Directors of the Corporation.