ST. LAWRENCE COUNTY LOCAL DEVELOPMENT CORPORATION
Resolution No. 12-13
July 18, 2012
AUTHORIZING AMENDMENTS TO BYLAWS AND
AMENDMENTS TO CERTIFICATE OF INCORPORATION
WHEREAS, the St. Lawrence County Local Development Corporation was established in 1977
to provide assistance to low-moderate income persons to start or expand a microenterprise business, and
WHEREAS, the Directors of the Corporation desire to amend and modify membership
requirements of the Corporation, and
NOW, THEREFORE, BE IT RESOLVED that in furtherance of the foregoing, the St.
Lawrence County Local Development Corporation hereby authorizes the following, pending review and
approval of Corporation’s Legal Counsel:
 Delivery and execution of an Amended and Restated Certificate of Incorporation, the
original of which was filed with the Department of State on February 10, 1977, and
 Amendment of the Corporation’s Bylaws (as approved and adopted June 2, 2009).
Move:
Second:
VOTE
Clark
Marr
McKeown
Ragan
Scott
Snyder
Marr
Scott
Yea
P
V
P
P
(V = Voice Vote; P = Proxy Vote)
Nay
V
P
Abstain
Absent
I hereby certify that I have compared a copy of this Resolution with the
original record in this office and that the same is a correct transcript
thereof and of the whole of said original record.
/S/
Lori Sibley
July 18, 2012
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St. Lawrence County Local Development Corporation
Human Services Center
80 State Highway 310, Suite 6 · Canton, New York 13617-1496
Phone: (315) 379-9806 · Fax: (315) 386-2573
BYLAWS
Insert Date of Approval
Resolution No.: 12-xx
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ARTICLE I: THE CORPORATION
Section 2:
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Section 1:
Name. The name of this organization shall be “St. Lawrence County Local
Development Corporation” (hereinafter the “SLCLDC”)
Mission. The purpose of the SLCLDC shall be to:
Increase adequately remunerated employment in St. Lawrence County
Support existing small businesses.
Support the creation of new small businesses.
Instruct and train individuals to improve or develop their entrepreneurial and work
skills.
E. Conduct research to identify new small business opportunities and support the
development of these opportunities.
F. Act in the public interest and lesson the burdens on government.
G. Administer the SLCLDC’s Microenterprise Revolving Loan Fund.
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Section 3:
Seal. The seal of the SLCLDC shall be circular in form with the words “St.
Lawrence County Local Development Corp. – Organized January 27, 1977” in the inner circle.
The seal on any corporate obligation for the payment of money may be facsimile, engraved, or
printed.
Section 4:
Office. The SLCLDC shall maintain a principal office in the office of the Chief
Executive Officer.
ARTICLE II: MEMBERSHIP
Section 1:
The membership of the SLCLDC shall consist of not less then seven ex officio
members who shall be the Board members of the St. Lawrence County Industrial Development
Agency (hereinafter SLCIDA). The SLCLDC members shall serve terms concurrent with their
terms of appointment to the SLCIDA.
Section 2:
By acceptance of membership to the SLCLDC Board, members agree with each
other and with the SLCLDC that the SLCLDC shall be a non-profit organization and all income
and earnings of the SLCLDC shall be used exclusively for its corporate purposes or shall accrue
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and be paid to the SLCIDA. No part of the income or earnings of the SLCLDC shall inure to the
benefit or profit of, nor shall any distribution of its property or assets be made to, any member
during his/her term of office.
Section 3:
Each member of the SLCLDC shall be entitled to one (1) vote.
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Section 4:
Chairman The Chairman of the SLCIDA shall serve as the Chairman of the
SLCLDC. The Chairman shall preside at all meetings of the SLCLDC. The Chairman shall
have the general powers and duties which usually pertain to this office and shall perform all such
other duties as are properly required of him/her by the SLCLDC Board, the SLCLDC Bylaws or
by rules and regulations of the SLCLDC. Except as otherwise authorized by resolution of the
SLCLDC, the Chairman shall sign all agreements, contracts, deeds and any other instruments of
the SLCLDC. At each meeting the Chairman shall submit such recommendations and
information as he/she may consider proper concerning the business, affairs and policies of the
SLCLDC. The Chairman, as needed, may appoint committee members and assign chairmanship
roles for each committee.
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Section 5:
Vice Chairman The Vice Chairman of the SLCIDA shall serve as the Vice
Chairman of the SLCLDC. The Vice Chairman shall, in the absence, incapacity or request of the
Chairman, perform the duties and exercise the powers of the Chairman. The Vice Chairman
shall also have such powers and perform such duties as usually pertain to his office or as are
properly required by the SLCLDC Board, the SLCLDC Bylaws or by rules and regulations of the
SLCLDC.
Section 6:
Vacancies. Vacancies on the SLCLDC Board occurring during the year shall be
filled for the unexpired term by the Executive Director of the St. Lawrence County Chamber of
Commerce. Interim appointees shall stand for election for the unexpired term at the next annual
meeting of the St. Lawrence County Chamber of Commerce.
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Resignation. Any member of the SLCLDC may resign at any time by giving
Section 7:
his/her resignation to the Chairman or Vice-Chairman. Such resignation shall take effect at the
time specified therein, and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Removal of Members. Any member may be removed, either with or without
Section 8:
cause, at any meeting of the SLCLDC, notice of which shall have referred to the proposed
action, by a 2/3 vote of all members. Those voting on removal of a member must be present at
such meeting. No proxy votes will be permitted.
Attendance. Members shall continuously participate in the activities of the
Section 9:
SLCLDC subject to necessary absence from meetings. If any member, without good and
sufficient reason, fails to attend three (3) consecutive scheduled meetings, the member shall be
deemed to resign unless the SLCLDC votes to the contrary.
Section 10: Committees of Members. The Board, by resolution or resolutions, may
designate one or more committees, which, to the extent provided in said resolution or
resolutions, shall have and may exercise such powers as may be lawfully delegated by the Board.
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ARTICLE III: APPOINTMENT OF OFFICERS
Section 1:
Officers. The Officers of the SLCLDC shall be a Chief Executive Officer, a
Secretary, and a Chief Financial Officer.
Section 2:
Chief Executive Officer. The Chief Executive Officer (hereinafter CEO) shall
not be a Board Member of the SLCLDC. The CEO shall perform the day-to-day functions of the
SLCLDC as directed by the SLCLDC Board, the SLCLDC Bylaws or by rules and regulations of
the SLCLDC. The CEO is appointed by the SLCLDC Board and has general supervision over
the administration of business and affairs of the SLCLDC and shall be in charge of all SLCLDC
projects. The CEO may act for the Chief Financial Officer.
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Section 3:
Secretary. The Secretary shall attend all meetings of the SLCLDC, and keep a
record of all votes and proceedings of the SLCLDC in a journal of proceedings to be kept for
such purpose. He shall affix the corporate seal to and sign such instruments as require the seal
and his signature, and shall perform other duties as usually pertain to his/her office or as are
properly required of him/her by the SLCLDC Board, the SLCLDC Bylaws or by rules and
regulations of the SLCLDC.
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Section 4:
Chief Financial Officer. The Chief Financial Officer (hereinafter CFO) shall not
be a Board Member of the SLCLDC. The CFO shall have the care and custody of all funds of
the SLCLDC and shall deposit the same in the name of the SLCLDC in such bank or banks as
the SLCLDC may select. Except as otherwise authorized by resolution of the SLCLDC, the
CFO 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 SLCLDC. Except
as otherwise authorized by resolution of the SLCLDC, all such instruments of indebtedness,
orders and checks shall be counter-signed by the Chairman. The CFO shall keep regular books
of accounts showing receipts and expenditures and shall render to the Agency at each regular
meeting an account of transactions and also of the financial condition of the SLCLDC. The CFO
shall give such bond for the faithful performance of his duties as the SLCLDC may determine.
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Section 5:
Appointment of Officers. All officers of the SLCLDC shall be appointed at the
annual meeting of the SLCLDC and shall hold office for one year or until their successors are
appointed.
Section 6:
Vacancies. Should any office become vacant, the SLCLDC Board shall appoint a
successor at the next regular meeting, and such appointment shall be for the unexpired term of
said office.
ARTICLE IV: ADDITIONAL PERSONNEL
Section 1:
Additional Personnel. The SLCLDC may, from time to time, employ such
personnel as it deems necessary to exercise its powers, duties and functions as prescribed by the
laws of the State of New York applicable thereto. The selection and compensation of all
personnel shall be determined by the SLCLDC and shall be subject to the laws of the State of
New York.
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ARTICLE V: MEETINGS
Section 1:
Annual Meeting. The annual meeting of the SLCLDC shall be on the same day
and location as the Annual Meeting of the SLCIDA as announced by its Chairman. held in April
of each year, the exact date of which shall be determined by the CEO in conjunction with the
Chairman.
Section 2:
Regular Meetings. Regular meetings of the SLCLDC shall be determined by the
CEO in conjunction with the Chairman. Notice of each meeting shall be given in the manner
required by law and by mailing, postage pre-paid, facsimile, or e-mail not less then seven (7)
days before such meeting, a copy of the notice of such meeting to each member of record entitled
to vote at the meeting. The notice shall set forth the place, the day and the hour of the meeting,
and the general nature of the business to be transacted.
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Section 3:
Special Meetings. The Chairman of the SLCLDC may, when he/she deems it
desirable, and shall, upon the written request of two members of the SLCLDC, call a special
meeting of the SLCLDC for the purpose of transacting any business designated in the call. The
call for a special meeting may be delivered to each member of the SLCLDC, at least two days
prior to the date of such special meeting. Waivers of notice may be signed by any members
failing to receive proper notice. At such meetings no business shall be considered other than as
designated in the call, but if all the members of the SLCLDC are present at a special meeting,
with or without notice thereof, any and all business may be transacted at such special meeting.
Section 4:
Open Meetings and PAAA Compliance. The SLCLDC shall comply with the
Open Meetings Law of the State of New York, as set forth in Article 7 of the Public Officers
Law. At all times the SLCLDC shall be considered and undertake business as “Local
Authority” as such term is defined within Public Authorities Law Section 2, as enacted by the
Public Authorities Accountability Act of 2005 (“PAAA”).
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Section 5:
Order of Business and Matters of Procedure. The order of business and all
other matters of procedure at every meeting of members may be determined by the presiding
officer. In the absence of both the Chairman and Vice-Chairman, the members will appoint an
Interim Chairman for the purpose of conducting the meeting.
Section 6:
Quorum. In order to constitute a quorum there shall be present in person at least
1/3 of the current members, and there shall be present in person or by proxy at least 51% of the
current members. At all meetings of the SLCLDC, a majority of the members of the SLCLDC
shall constitute a quorum for the purpose of transacting business; provided that a smaller number
may meet and adjourn to some other time or until the quorum is obtained.
Section 7:
Voting. All questions, except those questioning the manner of deciding which is
specifically prescribed by law or these bylaws, shall be determined by a majority vote of the
members present, or by proxy or by absentee vote at any meeting at which a quorum is present.
The voting on all questions coming before the SLCLDC shall be by roll call, and the yeas and
nays shall be entered on the minutes of such meeting, except in the case of appointments when
the vote may be by ballot.
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Section 8:
Proxies. A member may vote either in person or by proxy appointed by an
instrument executed in writing by such and delivered to the Presiding Member of the meeting.
Each proxy is valid only for the meeting date indicated on the proxy. Every proxy shall be
revocable at the pleasure of the person executing it.
Section 9: Absentee Voting. A member may indicate in writing on the proxy instrument a
specific voting preference to be cast by the Presiding Officer. If no preference is indicated the
proxy presented will be executed at the discretion of the Presiding Officer.
Section 10: Conflict of Interest. Any Member shall recuse themselves from voting on matters
which they have a potential conflict of business or financial interest.
ARTICLE VI: FINANCES
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Section 1:
Finances. No officers, agents or employees of the SLCLDC, alone or with
others, shall have the power to make any checks, notes, drafts or other negotiable instruments in
the name of the SLCLDC or to bind the SLCLDC thereby, except as herein provided.
Section 2:
Fiscal Year. The fiscal year of the SLCLDC shall be the calendar year unless
otherwise provided by the SLCLDC Board.
ARTICLE VII: ANNUAL REPORT
Section 1:
Annual Report. The SLCLDC shall provide to the St. Lawrence County
Chamber of Commerce an annual report of activities during the preceding fiscal year. This
report shall be provided to the St. Lawrence County Chamber of Commerce at its annual
meeting.
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ARTICLE VIII: AMENDMENTS
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Section 1:
Amendments to Bylaws. These bylaws may be added to, amended, altered, or
repealed at any meeting of the SLCLDC, notice of which shall have referred to the proposed
action, by the vote of a majority of the membership of the SLCLDC entitled to vote provided
that no amendment shall go into effect until and unless a majority of the SLCLDC shall have
approved said amendment.
ARTICLE IX: POLICIES AND PROCEDURES
Section 1:
The SLCLDC, by resolution, may adopt such rules, regulations, policies and
procedures as it may deem necessary and appropriate to the operation, as long as the same shall
not be contrary to these bylaws.
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