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 IN D N PE IE W G DR AT AF TO T R CO N P EY Y : R EV IN D N PE IE W G DR AT AF TO T R CO N P EY Y : R EV IN D N PE IE W G DR AT AF TO T R CO N P EY Y : R EV 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 IE W ARTICLE I: THE CORPORATION Section 2: D G RA AT F TO T C R OP N EY Y R EV 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. IN A. B. C. D. PE N D 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 Page 1 of 5 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. IE W 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. D G RA AT F TO T C R OP N EY Y R EV 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. PE N D IN 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. Page 2 of 5 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. D G RA AT F TO T C R OP N EY Y R EV IE W 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. D IN 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. PE N 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. Page 3 of 5 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. D G RA AT F TO T C R OP N EY Y R EV IE W 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”). PE N D IN 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. Page 4 of 5 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 D G RA AT F TO T C R OP N EY Y R EV IE W 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. IN ARTICLE VIII: AMENDMENTS PE N D 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. Page 5 of 5