Troy Industrial Development Authority
Regular MeetingTroy, NY · May 19, 2017
Minutes
Troy
Industrial Development Authority
May 19, 2017
10:00 AM
Meeting Minutes
Present: Kevin O’Bryan, Tina Urzan, Steve Strichman, Brian Carroll, Paul Carroll, Hon.
Dean Bodnar and Lou Anthony
Absent: Hon. Robert Doherty, Susan Farrell, and Adam Hotaling
Also in attendance: Justin Miller, David Sarraf, Sharon Martin, Deanna DalPos, Jim
Lozano and Denee Zeigler.
The Chairman called the meeting to order at 10:00 a.m.
I. Minutes
The board reviewed the minutes from the April 28, 2017 board meeting.
Tina Urzan made a motion to approve the April 28, 2017
meeting minutes.
Hon. Dean Bodnar seconded the motion, motion carried.
II. Initial Project Resolution – 10 River Street, LLC
Mr. Strichman advised David Sarraf is here to present his project that will be at
the former Old Brick building located at 10 River Street. He advised that there
will be approximately 80 units and it will be a $13 Million dollar project. Mr.
Sarraf introduced himself to the board and advised that he is from Fairbanks
Properties and 10 River Street, LLC. He advised that his project will be 80
apartments consisting of studios, one and two bedroom apartments. He advised
that there will be at least one, three bedroom apartment. Mr. Sarraf advised
that they will be free market apartments; a little higher rent that the average in
the neighborhood surrounding the project, but it will help create something
different for the area and provide amenities that aren’t available elsewhere. He
added that there will be parking across the street as well as a park across from
the entrance to the building. Mr. Sarraf noted that the entrance space will be
moved from River Street and will be more of a courtyard entrance. He advised
that they are trying to create something different for the area. Mr. Sarraf
advised that all approvals have been received through SHPO, planning and
zoning.
The chairman asked why this project, with market rate apartments, should
receive IDA benefits. Mr. Sarraf advised that IDA assistance is needed for a
project such as this in order for it to make sense economically and to assist with
bank financing. The rents he is asking are on the higher than are typically seen
in this area would create about a 1% return without the IDA’s assistance. The
board noted the risk for this project. Mr. Sarraf advised that he is aware of the
risk and noted that this is something completely different for this neighborhood.
The chairman agreed that this is a pioneer project for that area. Mr. Sarraf
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noted that there is a thriving neighborhood to the east which he has had many
conversations with and they are excited about the project. Mr. Sarraf noted that
there are no projects of this scale with this many units in the neighborhood and
that is the risk. The board asked if they are able to create higher end
apartments for $169,000 per unit. Mr. Sarraf advised that this amount is in line
with a project we recently completed in Albany that was very similar to this
building. The chairman advised this is the type of project we should be assisting
because of the location and the use; this will be the first of its kind in that
neighborhood and we should be doing things to expand the viability of
neighborhoods in all parts of the city. Mr. Bodnar asked about the project
recently completed by them in Albany. Mr. Sarraf advised they just finished the
Arcade Building. Mr. Bodnar asked about what length of a PILOT are looking for.
Mr. Strichman noted they are asking for a 20 year PILOT. Mr. Bodnar advised
noted that this is different than some of the other projects we have looked at
recently that were buildings previously not on the tax rolls. The board agreed
that this building was recently on the tax rolls. Mr. Bodnar noted that when we
start the PILOT negotiations, we start at the base value and work up to the full
taxes. Mr. Miller advised that is correct, we will not start below the base value.
Mr. Strichman advised that the building has a current assessment of $625,000
and $200,000 for the parking lot. The board had a general discussion on the
park parcel. Ms. Urzan asked about the rent for each unit and what is included
in the price. Mr. Sarraf advised that rents will be between $900-$2,000 and
include all utilities except electric. Ms. Urzan asked if there will be any low
income apartments. Mr. Sarraf advised no, only market rate and high end. The
chairman advised that they do have a letter of interest from the bank regarding
the project. Mr. Bodnar noted that there was a project similar to this being
proposed at this site before and it did not happen. Mr. Miller explained that the
previous project only went through the approval process with this board and did
not get planning/zoning approval. Mr. Sarraf noted that they have received all of
the necessary approvals and are ready to move forward with construction. Mr.
Miller asked about the construction loan timing. Mr. Sarraf advised that he will
try and close his construction loan by the end of June. Mr. Miller advised that as
long as the IDA approves the project, the sales tax and mortgage recording tax
exemption can be closed prior to the PILOT. Mr. Strichman noted that they also
have received a letter of support from the neighborhood group. The board
asked what his management capacity is. Mr. Sarraf explained that Fairbanks
properties is a property management company; they have a separate company
for construction. Mr. Sarraf advised that they are based out of Albany and
currently manage about 50 units. The board asked how many jobs would be
created from this project. Mr. Sarraf advised that there will be two jobs created
as a result of this project; a maintenance person and property manager that
would both be exclusive to this property. (See attached Resolution 05/17 #1)
Paul Carroll made a motion to approve the Initial Project
Resolution for 10 River Street, LLC.
Lou Anthony seconded the motion, motion carried.
The board had a general discussion on transformational projects for
neighborhoods such as this; noting the School One project as a similar type of
project. Mr. Carroll advised that we as a board should take a hard look at
market rate projects that don’t have an obvious benefit to the city; he doesn’t
want to be characterized as offering deals to these types of projects. The
chairman agreed. Mr. Carroll agreed that this project is on the line of residential
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to the industrial zone and can be considered transformational. Ms. Urzan asked
if the terms of the project can be cut down from 20 years. Mr. Strichman noted
that he is still working out the details, but it look like it will stay at 20 years. The
board agreed that overall it was a good presentation. Ms. Urzan noted that she
would like to see additional jobs come out of the projects. The board agreed,
but noted that residential projects have many other benefits that come out of
them. Mr. Carroll noted that this may help to create jobs in other ways; another
neighborhood restaurant or that sort of thing.
III. E-Civis grant software
Mr. Strichman advised that we previously approved to purchase the grant
software, but have a clarification regarding the agreement between the IDA and
CRC. Mr. Miller advised that the IDA will be purchasing the software and the
CRC will provide the IDA 50% of the cost in the form of a grant over the next
three years. Mr. Strichman noted that the CRC and the IDA will be co-owners
and allow us to look for grant money. Mr. Miller added that the IDA cannot give
out grants so they will be funding the software, but the CRC is able to give
grants. Brian Carroll asked for clarification on grants given to by the CRC. Mr.
Miller advised that they can grant funds to not for profits and government
entities such as the city.
IV. Executive Directors report
Bow-Tie Cinemas - Mr. Strichman advised that the city council approved the LDA
and they are preparing to come in front of the planning commission in June/July.
They will be coming in before us in August. The board advised they look forward
to reviewing that proposal seeing as the parcel has not been on the tax rolls for
years. The board had a general discussion of the projects that have been
proposed at this site.
Uncle Sam Garages – Mr. Strichman advised that Uncle Sam parking garage is
behind in their PILOT payment that was due in January. He advised a notice of
demand has been sent out. The board had a general discussion of the
consequences that should take place when projects repeatedly get to the point
of needing a notice of demand. Brian Carroll agreed and wanted to note that
lack of payment trickles down to the school districts. The board agreed. Mr.
Miller explained that if he pays by the deadline then all goes back to the way it
was, if he pays on June 2nd then the project is back on the tax rolls and there
would be a different set up steps that they would follow.
Upcoming grant application – Mr. Strichman noted that an application will be
going into the state for a grant that will include the Taylor Apartments.
V. Financials
Mr. Lozano went over the balance sheet and advised there are a couple
significant changes. He advised that cash went down about $500,000 as a result
of the purchase of the Mlock parcel. He advised that the details regarding the
agreement will show next month. The chairman noted that this amount will
balance out over time as money comes in regarding the project on that site. Mr.
Lozano advised that not much has changed with the liabilities for the month. He
advised about $1,000 listed for income and about a $16,000 deficit year to date.
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He advised that most of the charges were for professional services and fees
related to the Mlock site
Brian Carroll made a motion to accept the financials as
presented.
Tina Urzan seconded the motion, motion carried.
VI. Adjourn the IDA portion
The chairman noted that we have a CRC agenda to discuss.
Brian Carroll made a motion to adjourn the IDA portion of the
meeting and convened the CRC.
Tina Urzan seconded the motion, motion carried.
The IDA was adjourned at 10:46 a.m.
The IDA was reconvened at 10:57 a.m.
VII. Adjournment
With no other items to discuss, the IDA portion of the meeting was adjourned at
10:57 a.m. The next meeting will be June 16th.
Tina Urzan made a motion to adjourn the IDA meeting.
Hon. Bob Doherty seconded the motion, motion carried.
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INITIAL PROJECT RESOLUTION
(10 River Street LLC Project)
A regular meeting of the Troy Industrial Development Authority (the “Authority”) was
convened on May 19, 2017 at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New
York 12180.
The meeting was called to order by the Vice Chairman and, upon roll being called, the
following members of the Authority were:
MEMBER PRESENT ABSENT
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Brian Carroll X
Louis Anthony X
Paul Carroll X
Adam Hotaling X
Susan Farrell X
Tina Urzan X
The following persons were ALSO PRESENT: Justin Miller, David Sarraf, Sharon
Martin, Deanna DalPos, Jim Lozano and Denee Zeigler.
After the meeting had been duly called to order, the Chairman announced that among the
purposes of the meeting was to consider and take action on certain matters pertaining to a
proposed project for the benefit of 10 River Street LLC.
On motion duly made by Paul Carroll and seconded by Lou Anthony, the following
resolution was placed before the members of the Troy Industrial Development Authority:
Member Aye Nay Abstain Absent
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Brian Carroll X
Louis Anthony X
Paul Carroll X
Adam Hotaling X
Susan Farrell X
Tina Urzan X
Page 1 of 5
Resolution No. 05/17 #1
RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY
(THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF 10 RIVER
STREET LLC (THE “COMPANY”) IN CONNECTION WITH A CERTAIN
PROJECT (AS MORE FULLY DEFINED BELOW); (ii) AUTHORIZING THE
SCHEDULING, NOTICE AND CONDUCT OF A PUBLIC HEARING WITH
RESPECT TO THE PROJECT; AND (iii) DESCRIBING THE FORMS OF
FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE
AUTHORITY WITH RESPECT TO THE PROJECT
WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New
York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended
(hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT
AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to
own, lease and sell property for the purpose of, among other things, acquiring, constructing and
equipping industrial, manufacturing and commercial facilities as authorized by the Act; and
WHEREAS, 10 RIVER STREET LLC, for itself and/or on behalf of an entity to be
formed (collectively, the “Company”), has requested the Authority’s assistance with a certain
project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in
approximately 1.16 acre parcel of real property located at 2 River Street, Troy, New York 12180
along with portions of a parcel of real property located at 245 First Street, Troy, New York
12180 (collectively, the “Land”, being more particularly identified as TMID No. 100.76-9-24
and a portion of TMID No. 100.84-2-2) and the existing 4.5-story building located at 2 River
Street, along with related parking, site and infrastructure improvements located thereon (the
“Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction,
rehabilitation and improvement of the Land and Existing Improvements into a residential
apartment facility containing up to 80 apartment units to be leased by the Company to residential
tenants, including improvements to and replacements of roofs, interior and exterior utilities,
elevator, building systems, windows, exterior access and egress improvements, curbage, parking,
landscaping and related exterior improvements (collectively, the “Improvements”), (iii) the
acquisition and installation by the Company in and around the Land, Existing Improvements and
Improvements of certain items of equipment and other tangible personal property necessary and
incidental in connection with the Company’s development of the Project in and around the Land,
Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the
Existing Improvements and the Improvements, the “Facility”); and (iv) the lease of the Facility
to the Company; and
WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing
the Project and the Financial Assistance (as hereinafter defined) that the Authority is
contemplating with respect to the Project; and
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WHEREAS, it is contemplated that the Authority will (i) accept the Application
submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing
with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of
certain documents in furtherance of the Project, as more fully described below.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY
INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:
Section 1. The Company has presented an application in a form acceptable to the
Authority. Based upon the representations made by the Company to the Authority in the
Company’s application and in related correspondence, the Authority hereby finds and determines
that:
(A) By virtue of the Act, the Authority has been vested with all powers necessary and
convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all
powers granted to it under the Act; and
(B) The Authority has the authority to take the actions contemplated herein under the
Act; and
(C) The action to be taken by the Authority will induce the Company to develop the
Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and
(D) The Project will not result in the removal of a commercial, industrial, or
manufacturing plant of the Company or any other proposed occupant of the Project from one
area of the State of New York (the “State”) to another area of the State or result in the
abandonment of one or more plants or facilities of the Company or any other proposed occupant
of the Project located within the State; and the Authority hereby finds that, based on the
Company’s application, to the extent occupants are relocating from one plant or facility to
another, the Project is reasonably necessary to discourage the Project occupants from removing
such other plant or facility to a location outside the State and/or is reasonably necessary to
preserve the competitive position of the Project occupants in their respective industries; and
Section 2. The proposed Financial Assistance being contemplated by the Authority
includes (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured
in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording
tax exemption(s) in connection with secured financings undertaken by the Company in
furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied
against the Land and Facility pursuant to a PILOT Agreement to be negotiated.
Section 3. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive
Officer of the Authority are hereby authorized, on behalf of the Authority, to schedule, notice
and conduct a public hearing in compliance with the Act and negotiate (but not execute or
deliver) the terms of (A) an Agent and Financial Assistance and Project Agreement (the “Agent
Agreement”), (B) a Lease Agreement, pursuant to which the Company leases the Project to the
Authority (or, a Deed of conveyance to the Authority whereby the Authority will acquire fee title
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to the Land and Project), (C) a related Leaseback Agreement, pursuant to which the Authority
leases its interest in the Project back to the Company, (D) a PILOT Agreement, pursuant to
which the Company agrees to make certain payments in-lieu-of real property taxes, and (E)
related documents thereto; provided (i) the rental payments under the Leaseback Agreement
include payments of all costs incurred by the Authority arising out of or related to the Project and
indemnification of the Authority by the Company for actions taken by the Company and/or
claims arising out of or related to the Project and (ii) the terms of the PILOT Agreement are
consistent with the Authority’s Uniform Tax Exemption Policy or the procedures for deviation
have been complied with.
Section 4. The officers, employees and agents of the Authority are hereby authorized
and directed for and in the name and on behalf of the Authority to do all acts and things required
and to execute and deliver all such certificates, instruments and documents, to pay all such fees,
charges and expenses and to do all such further acts and things as may be necessary or, in the
opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of
the foregoing resolutions and to cause compliance by the Authority with all of the terms,
covenants and provisions of the documents executed for and on behalf of the Authority.
Section 5. These Resolutions shall take effect immediately.
Page 4 of 5
Agenda
Chairman
Troy
Kevin O’Bryan
Capital Resource
Corporation
Vice-Chair
Brian Carroll
BOARD OF DIRECTORS MEETING
Executive Director May 19, 2017
10:00 a.m.
Steven Strichman
Planning Department Conference
Board Members
Room
Hon. Dean Bodnar
City Hall
Mr. Paul Carroll
Hon. Robert Doherty
Louis Anthony AGENDA
Adam Hotaling
Tina Urzan
Susan Farrell
I. Approval of minutes from the April 28, 2017 meeting.
II. Amended and Restated Bylaws
III. eCivis Grant Software
IV. Financials
V. Adjournment
City Hall – 433 River Street, Suite 5001, Troy, New York 12180
Phone: 518.279.7166
City of Troy
Capital Resource Corporation
April 28, 2017
10:00 AM Meeting
Minutes
Present: Kevin O’Bryan, Tina Urzan, Steve Strichman, Hon. Robert Doherty, Susan Farrell, Hon.
Dean Bodnar and Lou Anthony
Absent: Brian Carroll, Paul Carroll and Adam Hotaling
Also in attendance: Justin Miller, Cheryl Kennedy, Lucas Nathan, Jacob Reckess, Tom Rossi,
Mary Ellen Flores and Denee Zeigler.
The CRC was convened at 10:36 a.m.
I.
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Minutes
The board reviewed the minutes from April 6, 2017.
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Lou Anthony made a motion to approve the amended minutes from April 6,
2017.
Tina Urzan seconded the motion, motion carried.
II.
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Mission Statement and Measurement Report
AF
Mr. Strichman presented the current Mission Statement along with a draft containing
updates. He advised that this mission statement is not as outdated as the other
boards, but is in need of revision. He noted that the performance measurements will
be based on the number of projects we assist, jobs created and number of non-profits
assisted. The board reviewed both the old and new statements. Mr. Miller suggested
keeping in the wording regarding lessening the burdens of government. The board
agreed and Mr. Strichman advised he will make the update. Mr. Doherty asked if there
was a way to measure the impact with something other than just numbers. The board
advised that we could possibly change the wording in the performance review to tie it
back to the mission statement.
Tina Urzan made a motion to approve the updated Mission Statement.
Susan Farrell seconded the motion, motion carried.
III. Financials
Ms. Flores advised that there is $400,000 in assets, no liabilities. She advised that there
is a grant on the P&L for The Enchanted City.
Hon. Bob Doherty made a motion to approve the financials as presented.
Lou Anthony seconded the motion, motion carried.
IV. Executive Directors report
Mr. Strichman noted that $75,000 of the $100,000 grant give to the city will be returned
in the next couple of months.
V. Old Business
Mr. Doherty updated the board about the progress of the Neighborhood Improvement
Grants. He advised that we received interest from all of the different neighborhoods.
III. Adjournment
The Chairman asked if there was any other business before they adjourn the
CRC meeting and return to the IDA meeting.
Hon. Dean Bodnar made a motion to adjourn the CRC meeting.
Hon. Bob Doherty seconded the motion, motion carried.
The CRC meeting was adjourned at 10:47 a.m.
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T
AF
AMENDED AND RESTATED BY-LAWS
OF
CITY OF TROY CAPITAL RESOURCE CORPORATION
As Adopted: May 19, 2017
265282 1973421v3
AMENDED AND RESTATED BY-LAWS
OF
CITY OF TROY CAPITAL RESOURCE CORPORATION
ARTICLE I - THE CORPORATION
SECTION 1. – NAME; ESTABLISHMENT.
The Corporation shall be known as “City of Troy Capital Resource Corporation.”
SECTION 2. - OFFICES.
The principal office of the Corporation shall be located in the City of Troy, New York
(the “City”). The Corporation may also have offices at such other places within the State of New
York as the Board of Directors may from time to time determine or the activities of the
Corporation may require.
SECTION 3. - PURPOSES.
The Corporation shall have such purposes as are now or hereafter set forth in the
Corporation’s Certificate of Incorporation (the “Certificate”).
SECTION 4. - PUBLIC AUTHORITIES ACCOUNTABILITY ACT
The Corporation, as a supporting organization of the City, shall comply with the
provisions affecting local authorities contained within the Public Authorities Accountability Act
of 2005 (as enacted by Chapter 766 of the Laws of 2005, hereinafter, “PAAA”).
ARTICLE II - MEMBERSHIP
SECTION 1. - COMPOSITION OF MEMBERSHIP.
The sole member of the Corporation (the “Member”) shall be the City of Troy, New
York. The Corporation shall be managed by its Board of Directors in accordance with the
provisions contained herein.
SECTION 2. - RIGHTS AND POWERS OF THE MEMBER.
The Member shall have and exercise all the rights and powers of corporate membership
created by the laws of the State of New York, the Certificate of Incorporation and the By-Laws
of the Corporation.
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SECTION 3. - ANNUAL MEETING OF THE MEMBER
The Member shall hold an annual meeting of the Members within six months after the
end of each fiscal year at a convenient time and place designated by the Member. At the annual
meeting, the Members shall appoint Directors pursuant to Article III hereof for positions where a
new directorship is created or the term of a Director has expired, receive the annual report and
transact such other business as may properly come before the meeting.
SECTION 4. - ANNUAL REPORT TO THE MEMBER.
At the annual meeting of the Member, the Directors or designated officer of the
Corporation shall present an annual report showing in appropriate detail the following
information:
Pursuant to subdivision 2(a) of Section 2800 of the Public Authorities Law of the State
(“PAL”), the Chief Executive Officer and Chief Financial Officer of the Corporation shall
submit a complete and detailed annual report (the “Annual Report”) of the Corporation at the
Corporation’s Annual Meeting. Upon review and approval by the Member, the Annual Report
shall be presented to the chief executive officer, the chief fiscal officer and the chairperson of the
legislative body of the City, and the New York State Authority Budget Office within ninety (90)
days after the end of the Agency’s fiscal year. The Annual Report shall contain:
(a) the Corporation’s operations and accomplishments;
(b) the Corporation’s receipts and disbursements, or revenues and expenses, during
such fiscal year in accordance with the categories or classifications established by
the Corporation for its own operating and capital outlay purposes;
(c) the Corporation’s assets and liabilities at the end of its fiscal year including the
status of reserve, depreciation, special or other funds and including the receipts
and payments of these funds;
(d) a schedule of the Corporation’s bonds and notes outstanding, if any, at the end of
its fiscal year, together with a statement of the amounts redeemed and incurred
during such fiscal year as part of a schedule of debt issuance that includes the
date of issuance, term, amount, interest rate and means of repayment.
Additionally, the debt schedule shall also include all refinancings, calls,
refundings, defeasements and interest rate exchange or other such agreements,
and for any debt issued during the reporting year, the schedule shall also include a
detailed list of costs of issuance for such debt;
(e) a compensation schedule that shall include, by position, title and name of the
person holding such position or title, the salary, compensation, allowance and/or
benefits provided to any officer, director or employee in a decision making or
managerial position of such authority whose salary is in excess of one hundreds
thousand dollars;
(f) the projects undertaken by the Corporation during the past year;
(g) a listing of (i) all real property of the Corporation having an estimated fair market
value in excess of fifteen thousand dollars that the authority intends to dispose of;
(ii) all such property held by the authority at the end of the period covered by the
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report; and (iii) all such property disposed of during such period. The report shall
contain an estimate of fair market value for all such property held by the authority
at the end of the period and the price received by the authority and the name of
the purchaser for all such property sold by the Corporation during such period;
(h) the Corporation’s code of ethics; and
(i) an assessment of the effectiveness of the Corporation’s internal control structure
and procedures.
Once completed, and prior to submission, the Chief Executive Officer and Chief
Financial Officer of the Corporation shall certify that the financial information contained in the
Annual Report is accurate, correct and does not contain any untrue statements. The Annual
Report shall also be filed with the minutes of the Annual Meeting of the Members.
SECTION 5. - SPECIAL MEETINGS OF THE MEMBER.
Special meetings of the Member may be called at any time. Such request shall state the
purpose or purposes for the proposed meeting. Business transacted at a special meeting shall be
confined to the purposes stated in the notice of such special meeting; provided, however, if by
unanimous consent of the Board of the Member present at such meeting elect to transact business
not previously described in the aforementioned notice, then the Member may transact such other
business.
SECTION 6. - PLACE OF MEETINGS; ORGANIZATION
All membership meetings shall be held at the principal office of the Member or at such
other convenient location as may be determined by the Member. At each membership meeting,
the Members shall select, by a vote of a majority of the Board of the Member, a Council Person
of the Member to preside. The Secretary, or, in his or her absence, a person chosen by the
Member, shall keep complete and accurate minutes of the meeting.
SECTION 7. - NOTICE OF MEMBERSHIP MEETINGS; WAIVERS
(a) Notice of each membership meeting shall state the purpose or purposes for which
the meeting is called, the place, date and time of the meeting and, unless it is the annual meeting,
shall indicate that it is being issued by or at the direction of the person or persons calling the
meeting. Such notice shall be given either personally or by mail to each Council Person of the
Member not less than ten (10) nor more than fifty (50) days before the date of the meeting. If
mailed, the notice is given when deposited in the United States mail, with postage thereon
prepaid, directed to a Member at his or her address as it appears on the record of Member or, if
he or she shall have filed with the Secretary a written request that notices be mailed to some
other address, then directed to such other address.
(b) Formal notice of meeting need not be given to a Member if he or she executes a
waiver of notice, either before or after the meeting. The attendance of a Council Person of the
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Member at a meeting, without protesting prior to the conclusion of the meeting the lack of notice
of such meeting, shall constitute a waiver of notice.
SECTION 8. – QUORUM OF MEMBERS
(a) The presence of at least a majority of the Council Persons of the Member shall
constitute a quorum for the transaction of business at any annual or special membership meeting.
(b) A majority of the Council Persons of the Member present at a meeting, whether or
not a quorum is present, may adjourn any membership meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given to absent
Trustees of the Member if the time and place is announced at the meeting adjourned.
SECTION 9. - ACTION BY THE MEMBERS
(a) Each Council Person of the Member shall be entitled to one vote on each matter
properly submitted to the Members for action at any meeting of the Member. Unless otherwise
required by law or these By-Laws, the vote of a majority of the Council Persons of the Member
present at the time of a vote at a duly convened meeting, provided a quorum is then present, shall
be the act of the Member.
SECTION 10. - PROPERTY RIGHTS OF MEMBERS
The Member shall not have any rights or interests in or to the property or assets of the
Corporation.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. - POWER OF BOARD OF DIRECTORS.
The Corporation shall be managed by its Board of Directors, which shall establish all
general policies governing the operations of the Corporation. The Board of Directors shall elect
among its membership a Chairman, Vice Chairman, Treasurer and Secretary to serve in such
capacities as the Board may determine.
SECTION 2. - COMPOSITION OF BOARD OF DIRECTORS.
(a) Each position of voting Director of the Corporation shall be appointed by and
serve at the pleasure of the governing body of the City, as sole Member of the Corporation.
Directors shall continue to hold office until his or her successor is appointed by the Member. In
accordance with the Certificate, the Corporation shall have no less than three nor more than nine
Directors, which shall include (a) the Chairman of the Troy Industrial Development Authority
(“TIDA”), (b) the Vice-Chairman of TIDA, (c) the Treasurer of TIDA, (d) the Secretary of
TIDA, and (e) any other members of TIDA.
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(b) The voting Directors shall exercise all rights of Directors as described herein and
in the Certificate or any applicable resolution.
(c) Up to an additional 13 individuals can be appointed by the Members to serve as
non-voting Directors of the Board who shall serve for one year terms and act in an advisory
capacity only to the voting Directors. The non-voting Directors shall hold that title merely in an
advisory capacity to the voting Directors. The designation of non-voting Directors does not
create any rights for any individual so designated to notice or other participation except at the
request of the voting Directors; provided however, said non-voting Directors shall enjoy the
benefits of any indemnification of directors as determined herein or as determined from time to
time.
(d) As used in these By-laws, “the entire Board of voting Directors” means the total
number of voting Directors that the Corporation would have if there were no vacancies on the
Board.
SECTION 3. - RESIGNATIONS AND REMOVAL OF DIRECTORS.
(a) Any Director of the Corporation may resign at any time by giving written notice
to the Chairman or the Secretary. Such resignation shall take effect upon the appointment of
such Director’s successor by the Member. Acceptance of the resignation shall not be necessary
to make it effective.
(b) Any Director may be removed from the Board with or without cause by the
affirmative vote of the Member of the Corporation.
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SECTION 4. - NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of non-voting
directors, and vacancies occurring otherwise than by expiration of term, shall be filled by
appointment by the Mayor of the City.
SECTION 5. - ANNUAL MEETING AND BOARD OFFICERS.
(a) The annual meeting of the Board of Directors shall be held either concurrently
with or after the annual meeting of the Members of Corporation described in Article II, Section 3
above at a convenient time and location designated by the Board. Written notice of the annual
meeting shall be mailed or delivered to each voting Director of the Corporation prior to the
meeting.
(b) Board Officers. The Board of Directors of the Corporation, at its annual meeting,
shall elect among the members of the board the following officers: Chairman, Vice Chairman,
Treasurer and Secretary.
(i) Chairman: The Chairman shall preside at all meetings of the Corporation. The
Chairman shall sign all contracts, deeds and other instruments made by the
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corporation including such consultants as approved by the majority vote of the
corporation. At each meeting, the Chairman shall submit such recommendations
and information as he or she may consider proper concerning the business affairs
and policies of the Corporation.
(ii) Vice Chairman: The Vice Chairman shall perform the duties of the Chairman in
the absence or incapacity of the Chairman, and in case of a vacancy in the office
of the Chairman.
(iii) Treasurer: the Treasurer shall oversee the custody and care of the financial assets
of the Corporation and the duties of the Chief Financial Officer of the
Corporation.
(iv) Secretary: The Secretary shall keep the records of the Corporation, and shall act
as Secretary of the meetings of the Corporation and record all notes, and shall
keep a record of the proceedings of the Corporation in a Minute Book to be kept
for such purposes, and shall perform all duties incident to his or her office.
SECTION 6. - ANNUAL REPORT.
The Chief Executive Officer and the Chief Financial Officer shall present at the annual
meeting of the Board of Directors a copy of the annual report described in Article II, Section 4
above.
SECTION 7. - SPECIAL MEETINGS AND NOTICE.
Special meetings of the Board of Directors may be called at any time by the Chairman or
any other officer of the Corporation. Written notice shall be mailed or delivered to each voting
Director of the Corporation prior to the meeting. Said notice shall state the purposes, time and
place of the special meeting and that no business other than that specified in the notice may be
transacted. In all events, any notice of such special meeting and the conduct thereof shall
comport with the Open Meetings Law.
SECTION 8. - WAIVERS OF NOTICE.
Notice of a meeting need not be given to any voting Director who submits a signed
waiver of notice whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him or her.
SECTION 9. - PLACE OF MEETINGS.
The Board of Directors may hold its meetings at such place or places within or outside
the State of New York as the voting Directors may from time to time by resolution determine.
SECTION 10. - OPEN MEETINGS
To the extent required by law, the Corporation shall comply with the Open Meetings Law
of the State of New York, as set forth within Article 7 of the Public Officers Law.
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SECTION 11. - FREEDOM OF INFORMATION
To the extent required by law, the Corporation shall comply with the Freedom of
Information Law of the State of New York, as set forth within Article 6 of the Public Officers
Law.
SECTION 12. - QUORUM AND ADJOURNED MEETINGS.
(a) A majority of the entire number of voting Directors shall constitute a quorum for
the transaction of business at meetings of the Board. When a quorum is once present to organize
a meeting, it shall not be broken by the subsequent withdrawal of any Director(s).
(b) A majority of the voting Directors present, whether or not a quorum is present,
may adjourn any Board meeting to another time and place. If a quorum is present at the
adjourned meeting, any business may be transacted that might have been transacted on the
original date of the meeting. Notice of the adjourned meeting shall be given to all voting
Directors.
SECTION 13. - ACTION BY THE BOARD OF DIRECTORS.
Any corporate action to be taken by the Board of Directors means action at a meeting of
the Board. Each voting Director shall have one vote regarding any corporate action to be taken
by the Board. Except as otherwise provided by law or these By-laws, the vote of a majority of
the voting Directors present at the time of the vote at a duly convened meeting at which a
quorum is present shall be the act of the Board of Directors. All references to actions of the
Board of Directors herein and in the Certificate shall mean the affirmative vote of a majority of
the voting Directors present at the time of the vote at a duly convened meeting at which a
quorum is present.
SECTION 14. - ORGANIZATION.
At each meeting of the Board of Directors, the Chairman, or, in his or her absence, the
Vice Chairman or Chief Executive Officer shall preside. The Secretary of the Board of
Directors, or, in his or her absence, a person chosen by a majority of the voting Directors present,
shall keep complete and accurate minutes of the meeting.
SECTION 15. - ATTENDANCE AT MEETINGS.
Attendance at each meeting of the Board shall be recorded by the Secretary in the
minutes thereof.
SECTION 16. - COMPENSATION.
The Directors shall serve without compensation. All Directors may be reimbursed for
reasonable expenses incurred in the performance of corporate duties.
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SECTION 17. - PROPERTY RIGHTS.
No Director of the corporation shall, by reason of that position, have any rights to or
interest in the property or assets of the Corporation.
SECTION 18. – ROLES AND RESPONSIBILITIES OF BOARD MEMBERS.
The board members of the Corporation shall (1) execute direct oversight of the
Corporation’s senior management in the effective and ethical management of the Corporation;
(2) understand, review and monitor the implementation of fundamental financial and
management control’s and operational decisions of the Corporation; and (3) perform such duties
as are incumbent upon them by reason of their office and shall perform such other duties and
functions as may from time to time be required by the Corporation or the By-Laws, or which
may arise by reason of their-appointment to serve on committees functioning within the
Corporation or in the corporation with other persons or groups.
Section 19. – BOARD OF DIRECTORS INDEPENDENCE.
Except for board members who serve as members by virtue of holding a civil office of
the state, the remaining board members shall be independent members. An independent board
member is one who: (1) is not, and in the past two years has not been, employed by the
Corporation or an affiliate in an executive capacity; (2) is not, and in the past two years has not
been, employed by an entity that received remuneration valued at more than $15,000 from the
Corporation; (3) is not a relative of an executive officer or employee in an executive position of
the Corporation or an affiliate; and (4) is not, and in the past two years has not been, a lobbyist
registered under a state or local law and by a client to influence the management decisions,
contract awards, rate determinations or any other similar actions of the Corporation or an
affiliate. A public officer or employee may be appointed as a board member without forfeiture
of any other public office or employment.
ARTICLE IV - COMMITTEES
SECTION 1. - STANDING COMMITTEES.
(a) The Standing Committees of the Board shall be as described in subparagraph (b)
below. Except as otherwise provided by these By-laws, each Standing Committee shall consist
of at least three voting Directors appointed by the Chairman with the approval of the Board. No
Standing Committee shall have authority as to the following matters:
(i) The submission to the Member of any action requiring its approval;
(ii) The filling of vacancies on the Board of Directors or any committee;
(iii) The amendment or repeal of these By-laws or the adoption of new By-
laws; or
(iv) The amendment or repeal of any resolution of the Board which by its
terms is not so amendable or repealable.
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(b) The Corporation shall have the following Standing Committees:
(i) Governance Committee. The governance committee shall: (1) keep the
board informed of current best governance practices; (2) review corporate
governance trends; (3) update the Corporation’s corporate governance
principles; and (4) advise appointing authorities on the skills and
experiences required of potential board members; and
(ii) Audit and Finance Committee. The audit committee shall recommend to
the board the hiring of a certified independent public accounting firm for
the authority, establish the compensation to be paid to the accounting firm,
provide direct oversight of the performance of the independent audit
performed by the accounting firm hired for such purpose, and to review
proposals for the issuance of debt and to make recommendations regarding
such proposed issuance.
SECTION 2. - SPECIAL COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the entire Board of voting
Directors, may create Special Committees, which shall have only the powers specifically
delegated to them and shall in no case have powers which are not authorized for Standing
Committees. The members of Special Committees shall be appointed by the Chairman from
among the Directors, with the approval of the Board.
SECTION 3. - MEETINGS.
Meetings of committees shall be held at such times and places as shall be fixed by the
respective committee chairmen, or by vote of a majority of all of the members of the committee.
Written notice shall be mailed or delivered to all members of the committee prior to each
meeting. Written minutes of the proceedings shall be kept at all committee meetings and shall be
submitted at the next meeting of the Board. The Chairman, or his or her designee, may attend all
committee meetings.
SECTION 4. - QUORUM.
Unless otherwise provided by resolution of the Board of Directors, a majority of all of the
members of a committee shall constitute a quorum for the transaction of business.
SECTION 5. - MANNER OF ACTING.
Any corporate action to be taken by a committee shall mean such action to be taken at a
meeting of the committee. Action by a committee shall be taken by majority vote at a meeting.
ARTICLE V - OFFICERS
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SECTION 1. – CHIEF EXECUTIVE OFFICER; CHIEF FINANCILA OFFICER; OTHER
OFFICERS.
The Corporation shall have a Chief Executive Officer, Chief Financial Officer, and an
Acting Secretary, and other officers and assistant officers as the Board of Directors may
determine. The offices of Chief Executive Officer and Acting Secretary shall not be held by the
same person. The officers shall be designated annual by the Board of Directors and have such
duties as may be prescribed by these By-laws and the Board of Directors.
a. Chief Executive Officer: The Chief Executive Officer may be a member of the
Board of Directors, however no such Director and Chief Executive Officer shall participate in
determining the level of compensation or reimbursement, or time and attendance rules for the
position of Chief Executive Officer. The Chief Executive Officer shall be the chief executive
officer of the Corporation and shall have general supervision over the administration of the
business and affairs of the Corporation, subject to the direction of the Board of Directors. The
Chief Executive Officer shall be charged with the management of all projects of the Corporation.
b. Chief Financial Officer: The Chief Financial Officer shall not be a member of the
Board. The Chief Financial Officer shall have the care and custody of all funds to the
Corporation and shall deposit the same in the name of the Corporation in such bank or banks as
the Corporation 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 Board of Directors. Except as otherwise authorized by
resolution of the Board, all such instruments of indebtedness, orders and checks shall be counter-
signed by the Chairman. The Chief Financial Officer shall keep regular books of accounts
showing receipts and expenditures, and shall render to the Corporation at each regular meeting
an account of his transactions and also of the financial condition of the Corporation. The Chief
Financial Officer shall give such bond for the faithful performance of his duties as the Board
may determine
SECTION 2. - TERMS OF OFFICERS.
The officers shall be elected by the voting Directors at the annual meeting of the Board.
Unless a shorter term is provided in the resolution of the Board electing such officer, the term of
office of each officer shall extend for one year after his or her election and until a successor is
elected or appointed and qualified. Officers shall be eligible to serve an unlimited number of
consecutive terms.
SECTION 3. - ADDITIONAL OFFICERS.
Additional officers may be elected for such period, have such authority and perform such
duties, either in an administrative or subordinate capacity, as the Board of Directors may from
time to time determine.
SECTION 4. - REMOVAL OF OFFICERS.
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Any officer may be removed by vote of the voting Directors, with or without cause, at
any time, provided there is a quorum of not less than a majority of the entire Board of voting
Directors present at the meeting at which such action is taken.
SECTION 5. - RESIGNATION.
Any officer may resign at any time by giving written notice to the Board of Directors, the
Chief Executive Officer or the Secretary. Any such resignation shall take effect at the time
specified therein, or, if no time is specified, then on delivery. Acceptance of the resignation shall
not be necessary to make it effective.
SECTION 6. - VACANCIES.
A vacancy in any office of the Corporation shall be filled by the majority vote of the
entire Board of voting Directors.
ARTICLE VI - CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS
SECTION 1. - EXECUTION OF CONTRACTS.
The Board of Directors, except as these By-laws otherwise provide, may authorize any
officer or officers, agent or agents, employee or employees, in the name of and on behalf of the
Corporation, to enter into any contract or execute and deliver any instrument, and such authority
may be general or confined to specific instances; but, unless so authorized by the Board of
Directors, or expressly authorized by these By-laws, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to pledge its credit
or to render it liable pecuniarily in any amount for any purpose.
SECTION 2. - LOANS.
No loans shall be contracted on behalf of the Corporation unless specifically authorized
by the Board of Directors.
SECTION 3. - CHECKS, DRAFTS, ETC.
All checks, drafts and other orders for the payment of money out of the funds of the
Corporation, and all notes or other evidences of indebtedness of the Corporation, must be signed
on behalf of the Corporation by the Chairman or Chief Executive Officer and the Secretary,
Chief Financial Officer or Acting Secretary.
SECTION 4. - DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited from time to time
to the credit of the Corporation in such banks, trust companies or other depositories as the
Treasurer may recommend and the Board of Directors approves.
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SECTION 5. - INVESTMENTS.
The Board of Directors may authorize the Corporation to contract with an investment
advisor and custodian to manage its investments in accordance with an investment policy
established by the Board.
ARTICLE VII - GENERAL
SECTION 1. - SEAL.
The corporate seal shall have inscribed thereon the name of the Corporation, the year of
its organization, and the words “Corporate Seal, New York.” The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or otherwise reproduced.
SECTION 2. - BOOKS AND RECORDS.
There shall be kept by the Corporation (1) correct and complete books and records of
account, (2) minutes and statements of written action by the Members, (3) minutes of the
proceedings of the Board of Directors and its committees, (4) a current list of the Members,
Directors and officers of the Corporation and their residence addresses, (5) a copy of the
Certificate, and (6) a copy of these By-laws.
SECTION 3. - INDEMNIFICATION.
The Corporation shall indemnify each Member, each Director, each officer, and, to the
extent authorized by the Board of Directors, each other person authorized to act for the
Corporation or on its behalf, to the full extent to which indemnification is permitted under the
Not-For-Profit Corporation Law.
SECTION 4. - INTERESTED DIRECTORS AND OFFICERS.
The Board of Directors shall adopt a policy regarding conflicts of interest which shall
apply to all directors and officers.
SECTION 5. – POLICIES AND TRAINING
(a) Administrative Policies. The Corporation shall establish policies regarding: investments,
travel, real property acquisition, real property disposition, procurement, and defense and
indemnification.
(b) Board Training. Members must participate in state training regarding their legal,
fiduciary, financial and ethical responsibilities within one year of appointment.
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ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall commence on the first day of January of each
calendar year and end on the last day of December.
ARTICLE IX - RULES OF ORDER AND BYLAW CHANGES
SECTION 1. - RULES OF ORDER.
Meetings of the Member and the Board of Directors and its committees shall be governed
by Robert’s Rules of Order, except in cases otherwise provided for by these By-laws.
SECTION 2. - BYLAW CHANGES.
These By-laws may be amended, repealed or adopted only by majority vote of the Board
of Directors upon no less than 14 days written notice.
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