[HISTORY: Adopted by the Town Board of the Town of Moreau 6-12-1990.
Amendments noted where applicable.]
A.
The name of the corporation is: Town of Moreau Local
Development Corporation.
B.
The corporation is a corporation as defined in Subparagraph
(a)(5) of § 102 of the Not-For-Profit Corporation Law of the State
of New York.
C.
The corporation is a Type C corporation, as defined in
§ 201 of said Not-For-Profit Corporation Law and in § 1411(b)
of said Not-For-Profit Corporation Law.
D.
The corporation is formed for the following purposes:
relieving and reducing unemployment, promoting and providing for additional
and maximum employment, bettering and maintaining job opportunities, instructing
or training individuals to improve or develop their capabilities for such
jobs, carrying on scientific research for the purpose of aiding the community
or geographical area by attracting new industry to the community or area or
by encouraging the development of or retention of an industry in the community
or area and lessening the burdens of government and acting in the public interest.
E.
The purposes set forth in Subsection D herein are the lawful public or quasi-public objectives of the corporation, and, in exercising its powers, the corporation will be performing an essential governmental function.
F.
The principal office of the corporation will be located
in the County of Saratoga and State of New York.
G.
The Secretary of State of the State of New York is designated
as agent of the corporation for purposes of receiving process served against
the corporation. The Secretary of State shall mail such process to the corporation
at the following address: C/O THE CORPORATION, Moreau Town Hall, 59-61 Hudson
Street, South Glens Falls, New York 12803.
H.
All income and earnings of the corporation shall be used
exclusively for its corporate purposes or accrue and be paid to the New York
Job Development Authority.
I.
No part of the income or earnings of the corporation
shall inure to the benefit or profit of, nor shall any distribution of its
property or assets be made to any member or private person, corporate or individual
or any other private interest, except that the repayment of loans is authorized
and the repayment of contributions (other than dues) to the local development
corporation is authorized but only if and to the extent that any such contribution
may not be allowable as a deduction in computing taxable income under the
Internal Revenue Code of 1954.
J.
If the corporation accepts a mortgage loan or loans from
the New York Job Development Authority, the corporation shall be dissolved
in accordance with the provisions of § 1411(g) of said Not-For-Profit
Corporation Law upon the repayment or other discharge in full by the corporation
of all such loans.
K.
In furtherance of its corporate powers, the corporation
shall have in general all powers granted to it pursuant to said Not-For-Profit
Corporation Law as amended, including but not limited to the power to construct,
acquire, rehabilitate and improve for use by others industrial, manufacturing,
research, warehousing, commercial or retail plants or facilities in the territory
in which its operations are principally to be conducted; to assist financially
in such construction, acquisition, rehabilitation and improvement; to maintain
such plants for others in such territory; to disseminate information and furnish
advice, technical assistance and liaison with federal, state and local authorities
with respect thereto; to acquire by purchase, lease, gift, bequest, devise
or otherwise real or personal property or interests therein; to borrow money
and to issue negotiable bonds, notes and other obligations therefor and, notwithstanding
§ 510 of said Not-For-Profit Corporation Law, disposition of all
or substantially all assets, without leave of the court, to sell, lease, mortgage
or otherwise dispose of or encumber any such plants or any of its real or
personal property or any interest therein upon such terms as it may determine
and, in connection with loans from the New York job development authority,
to enter into covenants and agreements and to comply with all the terms, conditions
and provisions thereof and otherwise to carry out its corporate purposes and
to foster and encourage the location or expansion of industrial, manufacturing,
research, warehousing, commercial or retail plants or facilities in the territory
in which the operations of the corporation are principally to be conducted;
to enter into and carry out contracts; to solicit contributions, charitable
and noncharitable, to be used for the corporate purposes; and to do all acts
necessary or convenient for the attainment of the corporate purposes; provided,
however, that the corporation shall not attempt to influence legislation by
propaganda or otherwise or participate or intervene, directly or indirectly,
in any political campaign on behalf of or in opposition to any candidate for
public office.
L.
The Board of Directors of the corporation is authorized
to accept subventions from members or nonmembers on terms and conditions not
inconsistent with said Not-For-Profit Corporation Law and to issue certificates
therefor, said authorization to be made by resolution of the Board.
A.
Membership.
(1)
The members of the corporation shall be the Town Board
of the Town of Moreau ("member").
(2)
The persons entitled to vote on behalf of the member
shall be the Town of Moreau Supervisor and each of the Councilmen of the Town
Board of the Town of Moreau as duly elected and qualified from time to time
and shall be known as the "voting members."
(3)
If any voting member vacates his position on the Town
Board of the Town of Moreau for any reason, his voting membership shall automatically
cease concurrently with said vacating, without the need for any official action
by this corporation or any other party.
(4)
New representatives on the Town Board of the Town of
Moreau as may from time to time be duly appointed and qualified shall automatically
become voting members of this corporation concurrently with said qualification,
without the need for any official action by this corporation or any other
party.
(5)
The Secretary shall keep a list of all present and past
voting members, their addresses and their terms as voting members, which record
shall be the official record of voting members of the corporation, and shall
be evidence of such voting membership.
B.
At any meeting of members, every voting member having
the right to vote shall be entitled to vote in person or by proxy. Each voting
member shall be entitled to one vote.
C.
Voting violations.
(1)
No voting member shall violate these bylaws or act in
such a way as to intentionally prejudice the interests of the corporation
or conflict with its powers or purposes. The corporation shall be not for
profit, and all income and earnings of the corporation shall be used exclusively
for the corporate purposes. No part of the income or earnings of the corporation
shall inure to the benefit or profit of nor shall any distribution of the
corporate property or assets be made to any member or private person, partnership,
corporation or other business entity or any other private interest, except
in accord with the Not-For-Profit Corporation Law of the State of New York,
as amended, hereinafter referred to as the "Not-For-Profit Corporation Law,"
the certificate of incorporation and these bylaws.
D.
The voting members shall have such duties and powers
as are set forth in the Not-For-Profit Corporation Law, the certificate of
incorporation and these bylaws.
E.
The voting members shall receive no compensation for
their services, but shall be entitled to the necessary expenses, including
but not limited to travel expenses incurred in the discharge of their duties.
A.
Annual meeting.
(1)
The members shall have an annual meeting which shall
take place during the month of January in each year. The date, time and location
of the annual meeting shall be determined by the Town Board and stated in
the notice of the annual meeting sent to all voting members.
(2)
The notice for the annual meeting shall be the same as
for special meetings of the members.
C.
Special meetings.
(1)
The Town Board of the Town of Moreau or 60% of the voting
members of the corporation, may determine to call a special meeting(s) at
such date(s), time(s) and location(s) as they shall determine. If the voting
members call a special meeting, the call must be written and signed by 60%
or more of the voting members.
(2)
Notice for each special meeting shall be given in accord
with §§ 603 and 605 of the Not-For-Profit Corporation Law.
D.
At an annual or regular meeting, the members may consider
any matter brought before them. At a special meeting, the members may consider
only those matters specified in the notice, unless all of the voting members
present at that meeting determine to consider a matter not set forth in the
notice.
E.
Any voting member may authorize another person(s) to
act for him by execution of a written proxy statement. Each proxy statement
must be signed by the voting member or his attorney-in-fact. No proxy shall
be valid after the expiration of three months from the date thereof unless
otherwise provided in the proxy. Each proxy shall be revocable at the pleasure
of the voting member executing it, except as otherwise provided by law.
F.
Notice of meeting need not be given to any voting member
who submits a signed waiver of notice, in person or by proxy, either before
or after the meeting. The attendance of any voting member at a meeting, in
person or by proxy, without protesting the lack of due notice of such meeting
prior to the conclusion of the meeting, shall constitute a waiver of notice
by such voting member.
G.
A majority of the voting members shall constitute a quorum.
A.
There shall be five Directors of the corporation. The
Directors shall be the Town of Moreau Town Supervisor and the Town of Moreau
Councilmen as duly elected and qualified from time to time.
B.
Vacancies.
(1)
If any Director vacates his position on the Town Board
of the Town of Moreau for any reason, his directorship shall automatically
cease concurrently with said vacating, without the need for any official action
by this corporation or any other party.
(2)
New representatives on the Town Board of the Town of
Moreau as may from time to time be duly appointed and qualified shall automatically
become Directors of this corporation concurrently with such qualification,
without the need for any official action by this corporation or any other
party.
C.
Each Director shall be entitled to one vote.
D.
Each Director shall be an individual of 18 years of age
or older and a voting member of the corporation.
E.
A Director may resign by presenting a letter of resignation
to the Secretary of the corporation or to the President of the corporation
if the resigned Director holds the position of Secretary.
F.
All the powers and duties of the corporation as set forth
in the certificate of incorporation, these bylaws and the Not-For-Profit Corporation
Law shall be vested in the Town Board of the Town of Moreau, which shall manage
the corporation.
G.
Directors shall receive no compensation for their services,
but shall be entitled to the necessary expenses, including but not limited
to travel expenses incurred in the discharge of their duties.
A.
Meetings.
(1)
The Board of Directors may, by resolution, determine
to hold an annual meeting during the month of January.
(2)
Notice for the annual meeting shall be the same as for
special meetings.
(3)
The Board of Directors may establish regular meetings
and may set the date(s), time(s) and location(s) therefor.
(4)
Notice for the regular meetings shall be the same as
for special meetings.
B.
Special meetings.
(1)
A special meeting may be called by the President or Vice
President or by the Town Board of the Town of Moreau. If a special meeting
is called by the Town Board of the Town of Moreau, the call must be written
and signed by at least a majority of the total Town Board of the Town of Moreau.
(2)
Notice of each special meeting shall be written and shall
state the date, time and location of the meeting and the purpose(s) for which
the meeting is called. The notice shall be personally delivered or mailed
to Directors not more than three weeks and not less than five days before
the date of the meeting.
C.
Notice of meetings need not be given to any Director
who submits a signed waiver of notice, in person or by proxy, either before
or after the meeting. The attendance of any Director at a meeting, in person
or by proxy, without protesting the lack of the due notice of such meeting
prior to the conclusion of the meeting, shall constitute a waiver of notice
by such member.
D.
At an annual or regular meeting, the Board of Directors
may consider any matter brought before it. At a special meeting, the Board
of Directors may consider only those matters specified in the notice, unless
all of the members present determine to consider a matter not set forth in
the notice.
E.
The Board of Directors shall determine the date, time
and location of all annual, regular and special Board of Directors meetings.
F.
Telephone meetings; written consent.
(1)
Any one or more of the Directors may participate in any
Board of Directors meeting or any meeting of any committee thereof by means
of a conference telephone or similar communications equipment that allows
all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such a
meeting.
(2)
Any action required or permitted to be taken by the Board
of Directors or any committee thereof may be taken without a meeting if all
Directors or committee members consent, in writing, to the adoption of a resolution
authorizing the action.
G.
A majority of the Directors shall constitute a quorum
of the Board of Directors.
A.
The Board of Directors may create an Executive Committee
to consist of at least three Directors and may grant it such powers as it
deems warranted; provided, however, that any such action must be in compliance
with the terms of the Not-For-Profit Corporation Law.
B.
The Board of Directors may create a Loan Committee to
review and recommend to the Board of Directors loans to companies located
or to be located within the corporation's jurisdiction and such other
special committees as it deems desirable and may grant them such powers as
it deems warranted.
C.
A majority of the total membership of a committee shall
constitute a quorum.
A.
Designation.
B.
Appointment.
(1)
At the first Board of Directors meeting following the annual meeting of the members, a majority of the Board of Directors shall adopt a resolution appointing the officers set forth in Subsection A(1) of this section for the upcoming year and, at any time, may similarly adopt a resolution appointing one or more of the officers set forth in Subsection A(2) of this section.
(2)
Officers shall be appointed for one-year terms and shall
hold office until their successors have been elected and qualified.
C.
All officers shall be members of the Town Board of the
Town of Moreau.
D.
If a vacancy occurs in the position of any officer, the
Board of Directors shall similarly appoint a successor at the next Board of
Directors meeting, which successor shall serve until the expiration of the
term of that office.
E.
Withdrawal; removal.
(1)
An officer may withdraw from that position by submission
of a written resignation to the Secretary or, in the case of the Secretary,
to the President of the corporation.
(2)
At any time, the Board of Directors may remove an officer,
with or without cause, by resolution of a majority of the members of the Board
of Directors.
F.
President. The President shall be the chief executive
officer of the corporation and shall preside at all meetings of the Members
and the Board of Directors. He shall oversee the general management of the
affairs of the corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall have the power to
make and execute contracts in the ordinary business of the corporation for
and in the name of the corporation; to execute with the Secretary all deeds,
mortgages, bonds, certificates of membership and other obligations or instruments
which are authorized by the Board of Directors and in accord with the certificate
of incorporation, the bylaws and the Not-For-Profit Corporation Law. He shall
perform such other duties as the Board of Directors may prescribe or designate.
G.
Vice President. The Vice President shall act for the
President and shall have all of the powers and perform all of the duties of
the President during the absence or disability of the President. The Vice
President shall also perform such duties as the Board of Directors may prescribe
or designate.
H.
Secretary. The Secretary shall keep the minutes and resolutions
of the Board of Directors and the members. He shall be responsible for the
giving and serving of all notices of meetings of the members and the Board
of Directors. He shall have the custody of the seal of the corporation and
shall affix and attest the same to documents when duly authorized to do so
by the Board of Directors. He shall have charge of the corporate records and
such other books and papers as the Board of Directors may direct. He shall
maintain a written record containing the names, addresses and terms of office
of all present and past members, Directors and officers of the corporation.
He shall perform all duties usually incident to the office of Secretary and
such other duties as may from time to time be prescribed or designated to
him by the Board of Directors.
I.
Assistant Secretary. During the absence or disability
of the Secretary, the Assistant Secretary shall have all of the powers and
functions of the Secretary and shall perform such other duties as may be prescribed
or designated by the Board of Directors.
J.
Treasurer. The Treasurer shall have the care and custody
of all the funds and securities of the corporation and shall deposit said
funds in the name of the corporation in such bank or trust company as the
Board of Directors may determine. He shall keep or cause to be kept full and
accurate accounts of all receipts and disbursements of the corporation and
shall render or cause to be rendered financial statements of the corporation
upon request of the Board of Directors. He shall prepare and execute with
the President or Vice President and file any annual report(s) or statement(s)
which may be required by law. He shall execute such contracts on behalf of
the corporation as he is authorized to execute on behalf of the Board of Directors.
He shall at all reasonable times exhibit his books and accounts to any member
of the corporation upon application at the office of the corporation during
ordinary business hours. He shall prepare or cause to be prepared an annual
audit of the accounts of the corporation and present or cause to be presented
such audit, in writing, at the annual meeting of the members, at which time
he shall also present or cause to be presented an annual report setting forth
in full the financial condition of the corporation. He shall perform such
other duties as the Board of Directors may prescribe or designate.
K.
Assistant Treasurer. The Assistant Treasurer shall have
the powers and functions of the Treasurer during the absence or disability
of the Treasurer. He shall perform such other duties as the Board of Directors
may prescribe or designate.
L.
Officers shall receive no compensation for their services,
but shall be entitled to the necessary expenses, including but not limited
to travel expenses, incurred in the discharge of their duties.
A.
The Board of Directors shall have the power to impose
by resolution initiation fees, dues and/or assessments on any voting or nonvoting
members of the corporation and to impose fines or other penalties for violation
of the corporate rules and regulations.
B.
The Board of Directors shall have the power to set by
resolution provisions necessary to enforce the collection of fees, dues, assessments,
fines and/or other penalties, including provisions for the termination of
membership upon nonpayment and provisions for reinstatement of membership
upon payment.
The Board of Directors may, by resolution, from time to time provide
for indemnification of any Director(s) and/or officer(s), in accord with the
provisions of Article VII of the Not-For-Profit Corporation Law.
The seal of the corporation shall be circular in form bearing the words
and date as follows:
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TOWN OF MOREAU LOCAL DEVELOPMENT CORPORATION 1990
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Corporate Seal
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A.
These bylaws may be amended, modified or repealed by
a vote of a majority of the voting members or a majority of the Board of Directors,
provided that written notice of the proposed amendment, modification or repeal
and the proposed text thereof is mailed or personally delivered to the voting
members or Board of Directors, as the case may be, not less than 10 nor more
than 30 calendar days prior to the date of such meeting.
B.
In the case of such an amendment, modification or repeal,
a written notice to the voting members and the Board of Directors stating
the full text thereof shall be personally delivered or mailed within 30 calendar
days after the date of the meeting effecting the change.
