Troy Industrial Development Authority

Board Members Chair Susan Farrell Jeff Betts Elbert Watson Vice Chair Stephanie Fitch Hon. Ryan Brosnan Latasha Gardner Alex Carlton Executive Director Hon. Sue Steele Randy Coburn JUNE 21, 2024 10:00 a.m. BOARD MEETING I. Approval of Minutes from the May 30, 2024 board meeting. II. Executive Director’s Report III. New Business IV. Old Business 1. Wayfinding V. Financials VI. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  May 30, 2024 10:00 AM Regular Board Meeting Present: Jeff Betts, Elbert Watson, Stephanie Fitch, Hon. Sue Steele, Latasha Gardner, Hon. Ryan Brosnan and Alex Carlton. Absent: Randy Coburn, Susan Farrell and Josh Chiappone Also in attendance: Dylan Turek, Matt Jones, Max Freed, Deanna Dal Pos and Denee Zeigler. T The regular board meeting was called to order at 10:07 a.m. I. Minutes AF The minutes from the December 15, 2023 regular board meeting could not be approved. The minutes from the March 27, 2024 regular board meeting were reviewed by the board members. Motion to approve the March 27, 2024 minutes - Hon. Ryan Brosnan II. DR Second - Stephanie Fitch Abstained - Alex Carlton and Hon. Sue Steele Approved Executive Directors Report No items for the executive directors’ report. III. New Business Annual Meeting Resolutions- The board reviewed the items tabled at the last meeting; items 6 and 8. Mr. Turek spoke about the job numbers being reported for the PARIS report. All projects completed their annual report. A few projects are making some changes to their site in the next year and will be making updates to their job creation numbers which should help with presenting an accurate report. (See Resolution 05/24 #1) Motion to approve sections 6 and 8 of the annual resolution. – Hon. Sue Steele Second – Latasha Gardner Approved 1  Main Street TA Grant – Mr. Turek spoke about the Main Street TA Grant project that is happening in Lansingburgh in proximity to two of our IDA PILOT projects. The city sent out an RFP and Clinton Brown Company Architects was awarded the bid for $40,000. The city is receiving a grant for $20,000 and has asked the Troy IDA to fund the remaining $20,000. The building assessment will create a plan for the city to apply for building renovation funds for the same target area. The final report completed Clinton Brown Company will be provided to the board. Motion to approve the funding in the amount of $20,000 to Clinton Brown Company Architects for their building assessment related to the Main Street Technical Assistance Grant. – Hon. Ryan Brosnan Second – Elbert Watson Approved IV. Financials Mr. Jones presented the statement of financial position to the board. He advised that as of April 30, 2024 the total assets stand at $1,327,936 with $1,213,071 in cash. There is $268,602 in liabilities, leaving a fund balance of $1,059,334. No significant changes for the month of April. T Mr. Jones presented the statement of activity for April and explained there is a surplus of $7,431. The largest source of revenue was in application fees. The largest expenses were monthly accounting expenses. AF Mr. Watson asked about an item listed under receivable and payable. Mr. Jones explained the receivable is related to Cookie Factory. Mr. Turek advised that they are working on restructuring. The payable is for PILOTs that were not remitted until May. Motion to approve financials as presented – Elbert Watson V. DR Second – Hon. Sue Steele Approved Adjournment With no additional business to discuss, the IDA regular board meeting was adjourned at 10:22 a.m. Motion to adjourn the regular board meeting at 10:22 a.m. – Hon. Sue Steele Second – Latasha Gardner Approved 2  ANNUAL MEETING RESOLUTIONS A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on May 30, 2024 at 10:00 a.m., local time, at 433 River Street, Troy, New York 12180. Resolution No. 05/24 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ADOPTING AND RE-ADOPTING CERTAIN REPORTS, POLICIES, STANDARDS AND PROCEDURES RELATING TO THE PUBLIC AUTHORITIES ACCOUNTABILITY ACT OF 2005, AS AMENDED BY CHAPTER 506 OF THE LAWS OF 2009 OF THE STATE OF NEW YORK, (ii) APPOINTING BOARD COMMITTEE POSITIONS, AND (iii) RELATED MATTERS WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New T 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 AF 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, pursuant to Section 2 of the Public Authorities Law (“PAL”) of the State, the provisions of the Public Authorities Accountability Act of 2005, as amended by Chapter 506 of the Laws of 2009 of the State of New York (“PAAA”) the Authority constitutes a “local authority”; and D WHEREAS, pursuant to and in accordance with PAAA and the By-laws of the R Authority, the Board desires to conduct its annual meeting, whereat the Authority shall (i) review and approve the Annual Audit for Fiscal Year 2023; and (ii) adopt and readopt certain policies, standards and procedures pursuant to and in accordance with PAAA; and WHEREAS, pursuant to and in accordance with the By-laws of the Authority, the Board further desires to (i) elect Board Officers; (ii) establish committee memberships; (iii) re-appoint Authority staff; and (iv) authorize related matters. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. Pursuant to PAAA and PARA, the Authority has reviewed the Mission Statement and Performance Measures and the Authority hereby determines that no changes are required to the Mission Statement and Performance Measures and that the same is hereby approved. Page 1 of 5  Section 2. Pursuant to PAAA and PARA, the Authority has reviewed the Investment Policy and Disposition of Property Policy and the Authority hereby determines that no changes are required and that both policies are hereby re-adopted and approved. Section 3. The Authority has reviewed, and upon recommendation by the Audit and Finance Committee, does hereby approve and accept the Annual Audit of the Authority for Fiscal Year 2023 as prepared and presented by Wojeski & Company CPAs, PC. Section 4. Annual Officer Election. Upon motion, second and board roll call vote, the following individuals are duly appointed to serve in the respective Officer Positions in accordance with the By-laws of the Authority for the period January 1, 2024 through December 31, 2024: Jeff Betts, Chair Ryan Brosnan, Vice Chair Elbert Watson, Treasurer Stephanie Fitch, Secretary T All Directors of the Authority shall participate in such required annual and continuing training as may be required to remain informed of best practices, regulatory and statutory changes relating to the effective oversight of the management and financial activities of public AF authorities and to adhere to the highest standards of responsible governance. Further, each Director shall execute (i) a Certification of No Conflict of Interest (ii) an Acknowledgement of Fiduciary Duties and Responsibilities. Section 5. Audit and Finance Committee. Pursuant to subdivision 4 of Section 2824 of the PAL, and in accordance with the By-laws of the Authority, the following Directors D are nominated and confirmed to serve on the Audit and Finance Committee of the Authority for the period January 1, 2024 through December 31, 2024: Laws. R Committee of the Whole The Audit and Finance Committee shall perform the functions as described in the By- Section 6. Governance Committee. Pursuant to subdivision 7 of Section 2824 of the PAL, and in accordance with the By-laws of the Authority, the following Directors are nominated and confirmed to serve on the Governance Committee of the Authority for the period January 1, 2024 through December 31, 2024: Elbert Watson, Susan Farrell and Stephanie Fitch The Governance Committee shall perform the functions as described in the By-Laws. Page 2 of 5  Section 7. Appointment of Staff. Pursuant to and in accordance with the By-laws of the Authority, the Directors of the Authority hereby ratify the appointment of the following individuals to serve as at will employees in the following appointed positions: Randy Coburn, Executive Director and Chief Executive Officer Denee Zeigler, Acting Secretary Dylan Turek, Director of Economic Development Andrew Kreshik, Project Manager The foregoing officers shall enter upon the discharge of their duties as provided in the By-Laws of the Authority. The Board hereby designates the Executive Director as the Authority’s FOIL Officer and Contracting Officer. The Chairman shall serve as the FOIL Appeals Officer of the Authority. Section 8. The Authority hereby authorizes and approves the 2023 Annual Report to be filed with (i) the New York State Authority Budget Office via the Public Authorities Reporting Information System, and (ii) the appropriate local officials. Section 9. T That the budget for fiscal year ending December 31, 2024 and the proposed budgets for fiscal years ending December 31, 2025 through December 31, 2027, attached hereto, are hereby approved and the Authority ratifies the actions of the officers and AF directors consistent with each such budget and any payments made thereunder prior to the date of this meeting. Section 10. 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 checks, certificates, instruments and documents, to pay all D 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 R 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 11. These Resolutions shall take effect immediately. Page 3 of 5  The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: Member Aye Nay Abstain Absent Jeff Betts X Susan Farrell X Elbert Watson X Alex Carlton X Stephanie Fitch X Latasha Gardner X Josh Chiappone X Hon. Sue Steele X Hon. Ryan Brosnan X T AF DR Page 4 of 5 D R AF T