Town of Massena Business Development Corporation

BUSINESS DEVELOPMENT CORPORATION FOR A GREATER MASSENA BOARD OF DIRECTORS MEETING MINUTES November 15, 2016 Board Members: Larry Ralston, President Dan Pease Jeff Dobbins Paul Rufa Excused: Ron Bacon Dave LaClair Chris Herrick Staff: Tom Sullivan, Executive Director Linda Williams, Secretary Public: Sam Carbone, Town Call to Order BDC President, Larry Ralston, called the meeting to order at 4:35 pm. Minutes of the September, October Regular Meetings These could not be approved because there were not enough Board members present who had attended the meetings. Financial Reports for August 2016 A motion was made by Dan Pease to approve the August 2016 Financial Reports, that motion was seconded by Jeff Dobbins and passed with all members present voting ‘Aye’. Financial Reports for September 2016 A motion was made by Dan Pease to approve the September 2016 Financial Reports, that motion was seconded by Paul Rufa and passed with all members present voting ‘Aye’. Financial Reports for October 2016 A motion was made by Dan Pease to approve the October 2016 Financial Reports, that motion was seconded by Jeff Dobbins and passed with all members present voting ‘Aye’. The Empire State Development paperwork seems to be complete; it is expected to take about six months before we receive the grant money. Comparative Budget for August, September and October 2016 Larry Ralston asked that the Income and Expense columns matched, and Linda will take care of that this month. Also, he wanted to know when the Rail Spur insurance would have to be paid; Tom said the renewal is in December. Operations Committee  Tom: The Committee did not meet this month. Infrastructure Committee Tom: The Committee did not meet this month. Marketing Committee Tom: The Committee did not meet this month. Alcoa Update Tom: Alcoa is now officially Alco and Arconic, and the two companies have operations in Massena. Though the smelting division is still struggling, the finished products area is doing well. Grasse River Blueway Corridor Tom: There was a public informational session on October 22; they are still formulating plans as to what they will do in the different areas. Industrial Park/Rail Spur Tom: NY Power Authority and CSX still need to discuss logistics of the use of the spur. An easement needs to be in place before marketing of the Spur can begin. Curran Pellet sales are down due to the decrease in the cost of fuel oil. The Empire State Development paperwork is complete and ready to be filed. Larry: Asked Dan what the BDC and Rail Spur were listed as. Dan said the BDC is a Local Development Corporation (LDC), not-for-profit, the Rail Spur is an LLC. Dan felt that the additional questions should be addressed with John Herbrand, the attorney we have hired who is well-versed in rail matters. (A copy of those questions is attached.) Tom/Linda will send those questions to John. Dan: The deed has not been recorded for the sale of the land to the Rail Spur, so technically the BDC still owns the Rail Spur. Larry: At some point should the Rail Spur have its own financial records and banking account? Is the Rail Spur subject to the NYS Authorities Budget Office? The response to this was that in time the Rail Spur should probably have its own accounting, and the Rail Spur is not subject to the NYS ABO. In time there will also be tax returns to be filed. Massena Core of the Community Tom: At a meeting with Mayor Currier we discussed boundaries of the program and how strict we will be with the requirements for the program. He isn’t really too concerned as long as there is progress being made. Mayor’s Leadership Council Tom: Nothing to report Moving Massena Forward Community Coalition Tom: They are in the process of finalizing their documents. Nov 15, 2016 Minutes - BDC Board Meeting Pg 2 of 5 North Country Alliance Tom: Nothing to report North Country Re-Development Task Force Tom: The BOA met last week and will probably make their recommendations after the first of the year. North Country Regional Economic Development Council Tom: Nothing to report RACER/General Motors Site Tom: It has become necessary to have them re-define their marketing strategy, and broaden it beyond just industrial. Restore New York Grant Tom: We expect there will be a release of information regarding the Theatre in December, and after the first of the year for Slavins. LeeAnn West, the Village’s grant writer, believes that there is a good chance they will be funded. River Valley Re-Development Agency Tom: Nothing to report St. Lawrence County Economic Development Tom: Nothing to report St. Lawrence Soyway Tom: Negotiations continue with this group, and the sale of the BDC lot in the Industrial Park. This project is taking on a bit of momentum, financing needs to be worked on. Theatre Tom: Discussed under Restore New York Staff Report Tom: I have had some discussions with Dave Machlica, Venue Strategies, regarding his interest in the RACER site, and what other options were available for him. His group want to have 200 acres; I have emphasized that he needs to come up here, discuss things with the Town officials. I urged him to come before Thanksgiving. `+ New and Other Business Nothing this meeting Liaison Reports Sam Carbone: Two airline companies have come to offer their proposals for the Massena Airport. Cape Air, who has been here for about ten years, would continue as they have been operating. Boutique Air, from Colorado, would have a bit larger planes, two pilots and could Nov 15, 2016 Minutes - BDC Board Meeting Pg 3 of 5 possible offer flights to more than one location. Some of the airports they thought might be possible were Albany, Boston, Buffalo, Chicago, Maryland (BWI) and Syracuse; they would probably not service more than two of those locations. Questions from the Press No one was present this evening. Adjournment A motion was made by Dan Pease to adjourn at 5:35 pm, that motion was seconded by Paul Rufa and passed with all members present voting ‘Aye’. The next meeting of the Board of Directors of the Massena Business Development Corporation will be held on Thursday, December 15 at 4:30 pm, in Room 30 of the Town Hall. Respectfully submitted, Linda Williams, Secretary Nov 15, 2016 Minutes - BDC Board Meeting Pg 4 of 5 Questions that were raised regarding the Rail Spur that were raised at the November 2016 Board Meeting. The list was sent to John Herbrand; his responses are included here. Type of Organization: BDC: A Not-For-Profit Corporation organized and existing under the laws of NY State MRS: A Limited Liability Company organized and existing under the laws of NY State Does Massena Rail Spur (MRS) own the Spur? It should - that was the purpose in setting up MRS. Check with Dan Pease to confirm that title to the real property was transferred to MRS. Should MRS have separate financials? Yes. It is very important for limiting BDC's exposure to liability arising from the rail spur that MRS maintain separate financials. However, because MRS has only one Member (BDC) the IRS treats MRS as a "disregarded tax entity" and it does not have to file separate federal or state tax returns (its income and expenses are consolidated with those of BDC.) Is MRS subject to ABO regulations? NO Is MRS subject to the 5 Annual Reports required by the ABO? NO Will MRS be required to have annual audits? That depends upon the auditing requirements placed on BDC. I would think that if BDC is audited annually, MRS probably should be audited at the same time. Nov 15, 2016 Minutes - BDC Board Meeting Pg 5 of 5