BOARD OF DIRECTORS



BOARD OF DIRECTORS

The membership of the Agency shall be appointed by the Chair of the Schuyler County Legislature with the approval of the County Legislature. The membership shall consist of the Chair of Community Development and Natural Resources Committee of the County Legislature or the Chair’s designee, said designee to be approved by the County Legislature. The membership shall also consist of six other members (collectively, the “Board”). The term of office shall be three (3) years, except the Chair of the Community Development and Natural Resources Committee or the Chair’s designee shall serve until expiration of their term of office in accordance with General Municipal Law. The terms of the six appointed members shall be staggered so that one third (1/3) are appointed each year.

Chair. The Chair shall preside at all meetings of the Agency. Except as otherwise authorized by resolution of the Agency, the Chair shall sign all agreements, contracts, deeds, and any other instruments of the Agency. At each meeting the Chair shall submit such recommendations and information as he may consider proper concerning the business, affairs and policies of the Agency.

Vice Chair. The Vice Chair shall perform the duties of the Chair in the absence or incapacity of the Chair, and in case of the resignation or death of the Chair, the Vice Chair shall perform such duties as are imposed on the Chair until such time as the agency shall appoint a new Chair.

Officers. The officers of the Agency shall be a Chief Executive Officer, Chief Financial Officer, a Secretary, and a Treasurer.

Chief Executive Officer. The Chief Executive Officer shall not be a member of the Board. The Chief Executive Officer shall have general supervision over the administration of the day to day business and affairs of the Agency as directed by the Board.

Section 1. The Agency shall appoint a Chief Executive Officer by resolution.

Section 2. Duties and Responsibilities of Chief Executive Officer. The Chief Executive Officer of the Agency shall have general supervision and management of the Agency. Except as may otherwise be authorized by a resolution adopted by the Board, the Chief Executive Officer shall execute all agreements, bonds, notes, contracts, agreements, deeds, leases and any other instruments of the Agency. The Chief Executive Officer shall assist the Chairman with such matters as the Chairman or the Board may request in furtherance of the Agency's public purposes. The Chief Executive Officer shall be charged with leading the Agency in carrying out its Mission Statement and fulfilling its public purposes under the IDA Act and the PAAA. The Chief Executive Officer shall also perform all other duties customarily incident to the office of a Chief Executive Officer of a public benefit corporation and public authority of the State of New York and such other duties as from time to time may be assigned by the Board.

Chief Financial Officer. The Chief Financial Officer shall not be a member of the Board. The Chief Financial Officer shall have general supervision over the financial business and affairs of the Agency as directed by the Board. The Chief Financial Officer shall have the care and custody of all funds to the Agency and shall deposit the same in the name of the Agency in such bank or banks as the Agency may select. The Chief Financial Officer shall sign all instruments of indebtedness, all orders, and all checks for the payment of money; and shall pay out and disburse such moneys under the direction of the Agency. Except as otherwise authorized by resolution of the Agency, all such instruments of indebtedness, orders and checks shall be counter-signed by the Chair. The Chief Financial Officer shall give such bond for the faithful performance of his/her duties as the Agency may determine. The Chief Executive Officer of the Agency shall be the Contracting Officer of the Agency for the disposition of real and personal property in accordance with the provisions of the PAAA.

Section 1. The Agency shall appoint a Chief Financial Officer by resolution.

Section 2. Duties and Responsibilities of Chief Financial Officer. The Chief Financial Officer of the Agency shall assist the Chief Executive Officer in the carrying out of the Agency's Mission Statement and in fulfillment of the Agency's public purposes under the IDA Act and the PAAA. The Chief Financial Officer shall also perform all other duties customarily incident to the office of a Chief Financial Officer of a public benefit corporation and public authority of the State of New York and such other duties as from time to time may be assigned by the Board. The Chief Financial Officer shall be the Chief Compliance Officer of the Agency for purposes of ensuring that the Agency is in full compliance with all provisions of the PAAA applicable to the Agency and the IDA Act. The Chief Financial Officer shall cause the preparation and distribution of all annual reports required by the IDA Act and the PAAA and as may otherwise be required by the Office of the Comptroller of the State of New York. The Chief Financial Officer of the Agency, in consultation with the Chair and the Chief Executive Officer of the Agency, shall cause the preparation of the annual budget of the Agency for submission to the Board for approval and he or she shall cause the distribution of all copies of the annual budget of the Agency to all persons required by the IDA Act and the PAAA. The Chief Financial Officer shall assist the Audit Committee of the Board in carrying out their functions. The Chief Financial Officer shall be the Freedom of Information Officer of the Agency in accordance with the provisions of the New York State Freedom of Information Law, Article 6 of the New York Public Officers Law.

Secretary. The Secretary may be a member of the Board. The Secretary shall keep the records of the Agency, shall act as secretary of the meetings of the Agency and record all votes, and shall keep a record of the proceedings of the Agency in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to this office. The Secretary shall keep in safe custody the seal of the Agency and shall have power to affix such seal to all contracts and other instruments authorized to be executed by the Agency.

Treasurer. The Treasurer may be a member of the Board. The Treasurer has direct oversight of the Chief Financial Officer. The Treasurer shall keep regular books of accounts showing receipts and expenditures, and shall render to the Agency at each regular meeting an account of their transactions and also of the financial condition of the Agency.

Appointment of Officers. All officers of the Agency shall be appointed at the annual meeting of the Agency from among the members of the Board, and shall hold office for one year or until the successors are appointed. In the situation of a Board member also serving as an officer, if the term of a Board member should terminate, his term of office as an officer shall also terminate.

Vacancies. Should any office become vacant, the Board shall appoint a successor at the next regular meeting, and such appointment shall be for the unexpired term of said office.

Service. No Board member, including the Chairperson, shall serve as the Agency’s chief executive officer, executive director, chief financial officer, comptroller, or hold any other equivalent position while also serving as a member of the Board.

New Board Appointments. Any new board appointment must take an Oath of Office with the County of Schuyler. Any members of the Board appointed on or after January 13, 2006 shall participate in State-approved training regarding their legal, fiduciary, financial and ethical responsibilities as directors within one (1) year of their appointment to the Agency. Further, each Board member appointed after January 13, 2006 shall execute a certificate of independence pursuant to subdivision 2 of Section 2825 of the PAL. Such certificate shall be executed in substantially the form following:

Board Training. Pursuant to subdivision 2 of Section 2824 of the PAL, all members of the Board shall participate in such continuing training as may be required to remain informed of best practices, regulatory and statutory changes relating to the effective oversight of the management and financial activities of public authorities and to adhere to the highest standards of responsible governance.

The Authority Budget Office recognizes a board member as meeting this requirement upon the completion of a full curriculum from a State approved trainer. The Authority Budget Office has issued Policy Guidance 06-01 with additional information on the criteria and the curriculum that must be met to satisfy this requirement. It is the intent of the Authority Budget Office to provide board members with as much flexibility and convenience as possible to meet this requirement. Board members serving on the authority board at the time the Act took effect should participate in training by the end of the authority's fiscal year that had its start date between January 1, 2006 and December 31, 2006. Board members appointed on or after the effective date of the Act are required to participate in training within one year of appointment.

Financial Disclosure. Pursuant to subdivision 3 of Section 2825 of the PAL, on or before May 15 of each year, all Agency Board members, officers and employees shall file annual financial disclosure statements with the Board of Ethics of the County of Schuyler (the “County”) pursuant to Article 18 of the GML of the State. The annual no conflict of interest and financial disclosure statements so filed shall be substantially in the form following:

ANNUAL FINANCIAL DISCLOSURE FORM

I,__________________________ , being a (member/officer/employee) of the Schuyler County Industrial Development Agency (the "Agency"), DO HEREBY CERTIFY, as follows:

1. This Certificate is being delivered for purposes of complying with the provisions of Article 18 of the General Municipal Law.

2. That I own, directly or indirectly, five percent (5%) or more of the stock or other equity interest of the following companies:

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3. That I am an officer or employee of the following companies:

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4. That I am a member of the board of directors of the following companies:

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