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EBRUARY

26, 2015

1.

Call to Order

The Committee meeting is called to order at 8:57 AM, with Committee members

Staples and Hall. Mr. Patrick Kelly, Mr. Thomas Plastino, and Mrs. Lori Sibley are also present. Mr. Staples announces he has appointed Mark Hall to the Governance

Committee, which will now consist of himself, Mr. LaBaff and Mr. Hall.

2.

Governance Documents i.

Adopting Conflicts of Interest Policy

Mr. Kelly reports a Conflicts of Interest Policy is currently in place for the St.

Lawrence County Industrial Development Agency Civic Development

Corporation. The other three authorities (IDA, IDALDC and SLCLDC) do not have such a policy. One has now been drafted for each of the three. Committee members unanimously motion to move this resolution to the full board for consideration. ii.

Designation of Newspapers for Publication of Legal Notices

Mr. Kelly explains that this resolution will formally designate those newspapers used to publish legal notices. The authorities will adopt, at a minimum, the schedule set forth by the SLC Board of Legislators. Committee members unanimously motion to move this resolution to the full board for consideration. iii.

2015 Review of Compensation, Reimbursement and Attendance Policy iv.

2015 Review of Whistleblower Policy and Procedures v.

2015 Review of Code of Ethics vi.

2015 Review of Defense and Indemnification Policy

Mr. Kelly reports no substantial changes to each of the above four (4) policies in review. Committee members review these policies and unanimously motion to move each resolution to the full board for consideration.

3.

Executive Session

The Committee moves to Executive Session at 9:02 AM to discuss (i) Board Self-

Evaluation documents, (ii) finances of a specific company. The Committee returns to

Regular Session at 9:24 AM.

4.

General Discussion i.

2014 Mission and Performance Review

Committee members review the Authorities’ activities and accomplishments throughout 2014. Mr. Kelly reviews the SLCIDA-CDC mission statement and asks the committee if the mission should include clearer reference to SLCIDA-

CDC’s loan program. The Committee members concur that Mr. Kelly notes the report will be forwarded to the County Legislature for their information. The

Committee also recommends making the aforementioned change to the

SLCIDA-CDC Bylaws. ii.

Bylaw Review Project

Staff will begin working with Andy Silver to try and standardize authorities’ bylaws. iii.

Governance Charter Review Project

Mr. Kelly notes staff are reviewing the current Governance Charter and will forward recommendations to the Committee at the next Committee meeting.. iv.

Dissolution of St. Lawrence County Local Development Corporation

Mr. Kelly notes that Attorney Silver has completed work on the dissolution. The process for assuming the responsibilities of the SLCLDC should take effect in

2015. v.

Creation of Local Development Corporation for J&L Property

Mr. Kelly advises the committee that Attorney Silver is working on the

Certificate of Incorporation. The name of the corporation and its membership have yet to be determined. The IDA will not hold a membership role in the LDC. vi.

Economic Development Services Contract

Contract with the County to be renewed next year. Discussions to continue regarding terms of contract. vii.

NYSEDC Voluntary Dues Assessment

Governor’s proposed budget would require IDAs to get approval from ESD before they can provide state tax exemptions to project owners. NYSEDC is asking for participation from IDA’s to contribute to a voluntary dues assessment to support an aggressive grass-roots campaign in efforts to defeat this proposal.

5.

Adjournment

Meeting adjourns at 9:45 AM.

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