About the Watertown Local Development Corporation

This corporation was incorporated under Section 1411 of the Not-for-Profit Corporation Law of the State of New York by the filing of a Certificate of Incorporation in the Office of the New York Department of State on November 24, 1982.

As stated in the Certificate of Incorporation, the purposes for which this Corporation was formed are, to relieve and reduce unemployment, to promote and provide for additional and maximum employment, to better and to maintain job opportunities, to instruct or train individuals to improve or develop their capabilities for jobs, to carry on scientific research for the purpose of aiding a community or geographical area by attracting industry to the community or area or by encouraging the development of, or retention of, an industry, in the community area, to lessen the burdens of government to revitalize the community and to act in the public interest and such other purposes as in Section 1411.

The territory in which the operations of this corporation are principally to be conducted is the City of Watertown, New York, and such territory in proximity to that City in which the use of the corporation’s funds will have a substantial positive impact on the economic welfare and prosperity of the City of Watertown, New York and its inhabitants.

1. Membership. The members of the Corporation shall consist of the following persons:

a) The Mayor of the City of Watertown, New York or designee

b) The CEO or designee of the Jefferson County Industrial Developmental Agency;

c) The New York State Empire State Development representative or designee for the district encompassing the City of Watertown, New York;

d) A person appointed by the City Council of the City of Watertown, New York or his/her designee;

e) Three persons appointed by the four persons mentioned above, two of which shall be an officer of a financial institution having an office in the City of Watertown, New York and one of which shall be a person who shall represent, low- or middle-income groups of the City of Watertown, New York

2. Term of Office.

a) The member appointed by the City Council of Watertown, New York shall serve at the pleasure of such Council and may be removed from membership by the Council at any time without cause.

b) Members appointed pursuant to paragraph 1 (e) above shall serve for three (3) year terms; but may not serve for more than two consecutive three (3) year terms.

3. Rights of Members.

a) Property Rights. No member of the corporation shall have any right or interest in the property or assets of the corporation. All property and assets of the corporation shall be solely subject to the direction, control of and expenditure by the Board of Directors. Should the corporation be liquidated or dissolved or otherwise cease business, the property and assets of the corporation shall be distributed for the corporate purposes as provided in the Certificate of Incorporation in accordance with the direction of a majority of the then qualified and acting directors present at any meeting duly called for such purpose, and without other affirmative action by the members.

b) Voting Rights. Each member of the corporation shall be entitled to one vote in person or by teleconference at any annual, monthly or special meeting of the members of the corporation.

4. Meetings. A meeting of the members of the corporation may be held at any time at the call of the President or CEO. The notice of such meeting shall be deemed sufficient if deposited in the mail or electronic mail not less than three days before the meeting. Notice of the meeting may be waived by a member, in writing, orally, or by attendance at the meeting. A majority of the whole membership shall constitute a quorum for the transaction of business.

5. Attendance. All Board members, or their representative, unless excused by the President, are expected to attend meetings of the Board of Directors on a regular basis each year. Those members with three unexcused absences, who have been elected by the Directors to serve on the Board, will be asked to resign. After the third unexcused absences, of those members on the Board by position or appointment by another body, the President will send a letter to the appropriate parties asking for new representation or a replacement.

1. Board of Directors. The Board of Directors shall consist of the whole membership of the corporation. All power and authority of the corporation shall be vested in the Board of Directors.

2. Meetings. The annual meeting of the Board of Directors shall be held in December of each year, at the call of the President or CEO. Regular meetings shall be held at least monthly at a time and place to be determined by the Board. Special meetings may be held at any time, at the call of the President or CEO, or in the alternative, at the call of two directors. Notice of the annual meeting or of special meetings shall be deemed sufficient if deposited in the mail or electronic mail not less than three days before the meeting. Notice of a meeting may be waived by a member, in writing, orally, or by attendance at the meeting. A majority of the whole membership shall constitute a quorum for the transaction of business.

1. Audit/Finance Committee. The Board of Directors shall appoint from among its members an audit committee of 3 Directors, to serve at the pleasure of the Board. The Board of Directors shall designate one member of such committee to serve as its chairperson. The members of the audit committee shall be independent members within the meaning of the Public Authorities and Accountability Act of 2005, and, to the extent practicable, shall possess or obtain familiarity with corporate finances and accounting. The audit committee shall (a) recommend to the Board of Directors the hiring of an independent certified public accounting, (b) establish the compensation to be paid to the said certified public accountant, (c) directly oversee audits performed by any certified public accountant, and (d) have such additional powers, and perform such other and further duties concerning the corporation and its finances as are prescribed by policies and procedures adopted by the Board of Directors.

2. Loan Review Committee. The Board of Directors may elect from its members a Loan Review Committee to serve at the pleasure of the Board. The Committee shall review all applications for loans and make recommendations to the full Board.

3. Personnel Committee. The Board of Directors may elect from its members a Personnel Committee, to serve at the pleasure of the Board. The Personnel Committee shall periodically report to the Board on its activities and also be responsible for the yearly personnel evaluation of the CEO. At the same time the CEO shall be responsible for the yearly personnel evaluations of all other persons. The evaluations are to be reviewed by the Personnel Committee which will then make its recommendations to the Board of Directors for both the CEO and other persons.

4. Governance Committee. The Governance Committee shall consist of a minimum of three members appointed by the Board. The Governance Committee will be responsible, in concert with the CEO, to review and develop the Mission Statement, and the annual Goals and Objectives of the Corporation. A majority of the Governance Committee shall constitute a quorum for the transaction of business. The Governance Committee shall keep books of separate minutes and report their action at every meeting of the Board of Directors or as often as they may be required by the Board. The Governance Committee will keep the Board informed of current best governance practices, review corporate governance trends, update the corporate governance principles and advise appointing experts, and authorities on the skills and experiences required of potential new Board members. It shall meet at least twice a year.

5. Other Committees. The Board of Directors may establish other Committees as they may from time to time see fit, giving into such committee’s specific objectives and powers not contrary to law, the Certificate of Incorporation, or these

1. Officers Designated. The officers of the corporation shall be elected by the Board of Directors to serve at the pleasure of the Board. One person may hold more than one office, except that one person may not at the same time by President and Secretary. The officers shall be a President, Vice-President, Treasurer, Secretary together with such other offices as may, from time to time, be created by the Board.

2. Duties of President. The President shall preside at all meetings of the members and the Board of Directors; shall call regular and special meetings of the members and directors in accordance with these by-laws.

3. Duties of Vice President. The Vice-President shall, during the absence or disability of the President, perform his duties or exercise his powers, as set forth in these by-laws or in the law under which this corporation is organized, and when so acting, the Vice-President shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon the President.

4. Duties of Secretary/Treasurer. The Secretary/Treasurer may sign, make and endorse in the name of the corporation, and in accordance with resolutions of the Board of Directors, all checks, drafts, warrants and orders for the payment of money and pay out and dispose of the same and receipt therefor; shall present a report to the financial condition and of receipts and disbursements for the preceding period at each regular meeting of the Board of Directors, and at such other meetings as shall be required of him/her. The Secretary/Treasurer or designee shall keep the minutes of all meetings of the members and of the Board of Directors in appropriate books; shall give and serve all notices required by law or by these by laws; shall be custodian of the records and seal of the corporation and affix the later when required. The Secretary/Treasurer or designee shall attend to all correspondence and perform all other duties incident to the office of the Secretary/Treasurer.

6. Chief Executive Officer. The Chief Executive Officer of the Corporation shall focus on economic development projects within the City of Watertown. The CEO will be the Corporation’s principal representative and shall be responsible for its day to day activities.

7. Surety Bond. Any officer or employee shall, if required by the Board of Directors, give to the corporation such security for the faithful discharge of his duties, as the Board may require.

These by-laws may be amended, altered, repealed or superseded, in whole or in part, by the affirmative vote of a majority of the members present.