VILLAGE OF GROTON
INDUSTRIAL DEVELOPMENT AGENCY
GOVERNING BOARD & COMMITTEES
Board of Directors
Gary Watrous, Chairperson
Karl Stamm, Treasurer
Edward Westlake, Secretary
Dennis Toolan, Vice Chairperson
Jeffrey Evener, Village Board Rep
(Note: The Board of Directors act as a committee as a whole to comprise the Ethics Committee, Audit Committee, and Finance Committee.)
Governance Committee
Stephen Gobel, Chairperson
Jeff Cronk
Michael Molino
Attorney
James Henry, Esq.
Records Access Officer & Bookkeeper
Charles V. Rankin, Village Clerk-Treasurer/Administrator
MISSION STATEMENT
The primary mission of the Village of Groton Industrial Development Agency (IDA) is to offer economic incentives to businesses that will locate in the Village of Groton, in order to create and retain quality employment opportunites and strengthen the local tax base. A secondary mission is to act as a catalyst for economic activity in the Village.
BYLAWS OF VILLAGE OF GROTON INDUSTRIAL DEVELOPMENT AGENCY
ARTICLE I
THE AGENCY
Section 1. Name.
The name of the Agency shall be “Village of Groton Industrial Development Agency.”
Section 2. Seal of Agency.
The seal of the Agency shall be in the form of a circle and shall bear the name of the Agency and the year of its organization.
Section 3. Office of Agency.
The office of the Agency shall be at the Village Office in the Village of Groton, New York, but the Agency may have other places as the Agency may from time to time designate by resolution.
ARTICLE II
OFFICERS
Section 1. Officers.
The officers of the Agency shall be a Chairman, a Vice Chairman, a Secretary and a Treasurer. Any two of the above mentioned offices, except that of Chairman, may be heal by the same person.
Section 2. Chairman.
The Chairman shall preside at all meetings of the Agency. Except as otherwise authorized by resolution of the Agency, the Chairman shall sign all agreements, contracts, deeds, and any other instruments of the Agency. At each meeting, the Chairman shall submit such recommendations and information as he may consider proper concerning the business, affairs and policies of the Agency.
Section 3. Vice Chairman.
The Vice Chairman shall perform the duties of the Chairman in the absence or incapacity of the Chairman; and in the case of resignation or death of the Chairman, the Vice Chairman shall perform such duties as are imposed on the Chairman until such time as the Agency shall appoint a new Chairman.
Section 4. Secretary.
The Secretary shall keep the records of the Agency, shall act as Secretary of the meetings of the Agency and record all votes, and shall keep a record of the proceedings of the Agency in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to his office. The Secretary shall keep in safe custody the seal of the Agency and shall have power to affix such seal to all contracts and other instruments authorized to be executed by the Agency.
Section 5. Treasurer.
The Treasurer shall have the care and custody of all funds of the Agency and shall deposit the same in the name of the Agency in such bank or banks as the Agency may select. The Treasurer shall sign all instruments of indebtedness, al orders and all checks for the payment of money; and shall pay out and disburse such moneys under the direction of the Agency. Except as otherwise authorized by resolution of the Agency, all such instruments of indebtedness, orders and checks shall be countersigned by the Chairman. The Treasurer shall keep regular books of accounts showing receipts and expenditures, and shall render to the Agency at each regular meeting an account of his transactions and also of the financial condition of the Agency. He or she shall give such bond for the faithful performance of his duties as the Agency may determine.
Section 6. Additional Duties.
The officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency, by the bylaws of the Agency, or by the rules and regulations of the Agency.
Section 7. Appointment of Officers.
All officers of the Agency except the first Chairman shall be appointed at the annual meeting of the Agency from among the members of the Agency, and shall hold office for one year or until the successors are appointed.
Section 8. Vacancies.
Should any office become vacant, the Agency shall appoint a successor from among its membership at the next regular meeting, and such appointment shall be for the unexpired term of said office.
Section 9. Executive Director.
An Executive Director may be appointed by the Agency, and on such appointment shall have the general supervision over the administration of the business and affairs of the Agency, subject to the direction of the Agency. He or she shall be charged with the management of all projects of the Agency.
Section 10. Additional Personnel.
The Agency may from time to time employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by the New York State Industrial Development Agency Act, as amended, and all other laws of the State of New York applicable thereto. The selection and compensation of all personnel including the Executive Director shall be determined by the Agency subject to the laws of the State of New York.
ARTICLE III
MEETINGS
Section 1. Annual Meeting.
The annual meeting of the Agency shall be held at the office of the Agency at Groton, New York on the third Tuesday of April at 7:30 o’clock PM.
Section 2. Regular Meetings.
Regular meetings of the Agency may be held at such times and places as from time to time may be determined by resolution of the Agency.
Section 3. Special Meetings.
The Chairman of the Agency may, when he deems it desirable, and shall, upon the written request of two members of the Agency, call a special meeting of the Agency for the purpose of transacting any business designated in the call. The call for a special meeting may be delivered to each member of the Agency or may be mailed to the business or home address of each member of the Agency at least one day prior to the date of such special meeting. Waivers of notice may be signed by any members failing to receive a proper notice. At such special meeting no business shall be considered other than as designated in the call, but if all members of the Agency are present at a special meeting, with or without notice thereof, any and all business may be transacted at such special meeting.
Section 4. Quorum.
At all meetings of the Agency, a majority of the members of the Agency shall constitute a quorum for the purpose of transacting business; provided that a smaller number may meet and adjourn to some other time or until the quorum is obtained.
Section 5. Order of Business.
At the regular meetings of the Agency the following shall be the order of business:
1. Roll call.
2. Reading and approval of the minutes of the previous meeting.
3. Bills and communications.
4. Report of the Treasurer.
5. Reports of Committees.
6. Unfinished business.
7. New business.
8. Adjournment.
All resolutions shall be in writing and shall be copied in a journal of the proceedings of the Agency.
Section 6. Manner of Voting.
The voting of all questions coming before the Agency shall be by roll call, and the yeas and nays shall be entered on the minutes of such meeting, except in the case of appointments when the vote may be by ballot.
ARTICLE IV
AMENDMENTS
Section 1. Amendments to Bylaws.
The bylaws of the Agency shall be amended from time to time as the Officers may determine. Such amendments shall be approved by a majority vote of the Agency at a regular of special meeting of the Agency.
CODE OF ETHICS
This Code of Ethics shall apply to all officers and employees of the Village of Groton Industrial Development Agency (the “IDA”). These policies shall serve as a guide for official conduct and are intended to enhance the ethical and professional performance of the Agency's directors and employees and to preserve public confidence in the Agency’s mission.
Responsibility of Directors and Employees
1. Directors and employees shall perform their duties with transparency, without favor and refrain from engaging in outside matters of financial or personal interest,
including other employment, that impairs independence of judgment, or prevent the proper exercise of one's official duties.
2. Directors and employees shall not directly or indirectly, make, advise, or assist any person to make any financial investment based upon information available through the
director's or employee's official position that creates any conflict between their public duties and interests and their private interests.
3. Directors and employees shall not accept or receive any gift or gratuities where the circumstances would permit the inference that: (a) the gift is intended to influence
the individual in the performance of official business or (b) the gift constitutes a tip, reward, or sign of appreciation for any official act by the individual. This prohibition
extends to any form of financial payments, services,loans, travel reimbursement, entertainment, hospitality, thing or promise from any entity doing business with or
before the IDA.
4. Directors and employees shall not use or attempt to use their official position with the IDA to secure unwarranted privileges for themselves, members of their family or
others, including employment with the IDA or contracts for materials or services with the IDA.
5. Directors and employees must conduct themselves at all times in a manner that avoids any appearance that they can be improperly or unduly influenced, that they
could be affected by the position of or relationship with any other party, or that they are acting in violation of their public trust.
6. Directors and employees may not engage in any official transaction with an outside entity in which they have a direct or indirect financial interest that may reasonably
conflict with the proper discharge of their official duties.
7. Directors and employees shall manage all matters within the scope of the IDA’s mission independent of any other affiliations or employment. Directors, including
ex officio board members, and employees employed by more than one government shall strive to fulfill their professional responsibility to the IDA without bias and shall
support the IDA’s mission to the fullest.
8. Directors and employees shall not use IDA property, including equipment, telephones, vehicles, computers, or other resources, or disclose information acquired in the
course of their official duties in a manner inconsistent with State or local law or policy and the IDA’s mission and goals.
Implementation of Code of Ethics
This Code of Ethics shall be provided to all directors and employees upon commencement of employment or appointment and shall be reviewed annually by the Governance Committee.
The board may designate an Ethics Officer, who shall report to the board and shall have the following duties:
• Counsel in confidence IDA’s directors and employees who seek advice about ethical behavior.
• Receive and investigate complaints about possible ethics violations.
• Dismiss complaints found to be without substance.
• Prepare an investigative report of their findings for action by the Executive Director, if one exists or the board.
• Record the receipt of gifts or gratuities of any kind received by a director or employee, who shall notify the Ethics Officer within 48 hours of receipt of such gifts and gratuities.
Penalties
In addition to any penalty contained in any other provision of law, an IDA director or employee who knowingly and intentionally violates any of the provisions of this code may be removed in the manner provided for in law, rules or regulations.
Reporting Unethical Behavior
Employees and directors are required to report possible unethical behavior by a director or employee of the IDA to the Ethics Officer. Employees and directors may file ethics complaints anonymously and are protected from retaliation by the policies adopted by the IDA.
AUDIT COMMITTEE CHARTER
This Audit Committee Charter was adopted by the Village of Groton Industrial Development Agency (the “IDA”), a public benefit corporation established under the laws of the State of New York, on this 14th day of November, 2012.
Purpose
The purpose of the audit committee shall be to (1) assure that the authority’s board fulfills its responsibilities for the authority’s internal and external audit process, the financial reporting process and the system of risk assessment and internal controls over financial reporting; and (2) provide an avenue of communication between management, the independent auditors, the internal auditors, and the board of directors.
Powers of the Audit Committee
It shall be the responsibility of the audit committee to:
• Appoint, compensate, and oversee the work of any public accounting firm employed by the authority.
• Conduct or authorize investigations into any matters within its scope of responsibility.
• Seek any information it requires from authority employees, all of whom should be directed by the board to cooperate with committee requests.
• Meet with authority staff, independent auditors or outside counsel, as necessary.
• Retain, at the authority’s expense, such outside counsel, experts and other advisors as the audit committee may deem appropriate.
The IDA board will ensure that the audit committee has sufficient resources to carry out its duties.
Composition of Committee and Selection of Members
The audit committee shall consist of at least three members of the IDA Board who are independent of authority operations. The IDA Board will appoint the audit committee members and the audit committee chair. If appropriate, the entire IDA Board may act as an “Audit Committee as a whole”.
Audit committee members shall be prohibited from being an employee of the authority or an immediate family member of an employee of the IDA. In addition, audit committee members shall not engage in any private business transactions with the authority or receive compensation from any private entity that has material business relationships with the authority, or be an immediate family member of an individual that engages in private business transactions with the authority or receives compensation from an entity that has material business relationships with the authority.
Ideally, all members on the audit committee shall possess or obtain a basic understanding of governmental financial reporting and auditing.
Meetings
The audit committee will meet a minimum of once a year, with the expectation that additional meetings may be required to adequately fulfill all the obligations and duties outlined in the charter.
Members of the audit committee should attend each committee meeting, in person or via telephone or videoconference. The audit committee may invite other individuals, such as members of management, auditors or other technical experts to attend meetings and provide pertinent information, as necessary.
The audit committee will meet with the authority’s independent auditor at least annually to discuss the financial statements of the authority.
The audit committee will act only on the affirmative vote of a majority of the members at a meeting or by unanimous consent. Minutes of these meetings will be recorded.
Responsibilities
The audit committee shall have responsibilities related to: (a) the independent auditor and annual financial statements; (b) oversight of management's internal controls, compliance and risk assessment practices; (c) special investigations and whistleblower policies; (d) assess the internal controls within the IDA and (e) miscellaneous issues related to the financial practices of the IDA.
A. Independent Auditors and Financial Statements
The audit committee shall:
• Appoint, compensate and oversee independent auditors retained by the authority and pre-approve all audit services provided by the independent auditor.
• Review and approve the authority’s audited financial statements, associated management letter, report on internal controls and all other auditor communications.
• Review significant accounting and reporting issues, including complex or unusual transactions and management decisions, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.
• Review and discuss any significant risks reported in the independent audit findings and recommendations and assess the responsiveness and timeliness of management’s follow-up activities pertaining to the same.
• Assess the internal controls used by those who keep the financial records of the IDA.
B. Internal Controls, Compliance and Risk Assessment
The audit committee shall:
• Review management’s assessment of the effectiveness of the authority’s internal controls and review the report on internal controls by the independent auditor as a part of the financial audit engagement.
C. Special Investigations
The audit committee shall:
• Ensure that the authority has an appropriate confidential mechanism for individuals to report suspected fraudulent activities, allegations of corruption, fraud, criminal activity, conflicts of interest or abuse by the directors, officers, or employees of the authority or any persons having business dealings with the authority or breaches of internal control.
• Develop procedures for the receipt, retention, investigation and/or referral of complaints concerning accounting, internal controls and auditing to the appropriate body.
• Request and oversee special investigations as needed and/or refer specific issues to the appropriate body for further investigation (for example, issues may be referred to the State Inspector General or, other investigatory organization.)
• Review all reports delivered to it by the Inspector General and serve as a point of contact with the Inspector General.
D. Other Responsibilities of the Audit Committee
The audit committee shall:
• Review the committee’s charter annually, reassess its adequacy, and recommend any proposed changes to the board of the IDA. The audit committee charter will be updated as applicable laws, regulations, accounting and auditing standards change.
GOVERNANCE COMMITTEE CHARTER
This Governance Committee Charter was adopted by the Village of Groton Industrial Development Agency (the “IDA”), a public benefit corporation established under the laws of the State of New York, on this 14th day of November, 2012.
Purpose
The purpose of the governance committee is to assist the Board by:
• Keeping the Board informed of current best practices in corporate governance;
• Reviewing corporate governance trends for their applicability to the Village of Groton IDA;
• Updating the IDA's corporate governance principles and governance practices; and
• Advising those responsible for appointing directors to the Board on the skills, qualities and professional or educational experiences necessary to be effective Board members.
Powers of the Governance Committee
The Board of Directors has delegated to the governance committee the power and authority necessary to discharge its duties, including the right to:
• Meet with and obtain any information it may require from authority staff.
• Obtain advice and assistance from in-house or outside counsel, accounting and other advisors as the committee deems necessary.
• Solicit, at the Authority’s expense, persons having special competencies, including legal, accounting or other consultants as the committee deems necessary to fulfill its responsibilities. The governance committee shall have the authority to negotiate the terms and conditions of any contractual relationship subject to the Board’s adopted procurement guidelines as per Public Authorities Law Section 2879, and to present such contracts to the Board for its approval.
Composition and Selection
The governance committee shall be comprised of three (3) independent members. The governance committee members shall be appointed by, and will serve at the discretion of the IDA’s Board of Directors. The Board may designate one member of the governance committee as its Chair. The members shall serve until their resignation, retirement, removal by the Board or until their successors shall be appointed and qualified.
Governance committee members shall be prohibited from being an employee of the IDA or an immediate family member of an employee of the IDA. In addition, governance committee members shall not engage in any private business transactions with the IDA or receive compensation from any private entity that has material business relationships with the authority, or be an immediate family member of an individual that engages in private business transactions with the IDA or receives compensation from an entity that has material business relationships with the IDA.
The governance committee members should be knowledgeable or become knowledgeable in matters pertaining to governance.
Committee Structure and Meetings
The governance committee will meet a minimum of once a year, with the expectation that additional meetings may be required to adequately fulfill all the obligations and duties outlined in the charter. All committee members are expected to attend each meeting, if possible, in person or via telephone or videoconference.
Reports
The governance committee shall:
• Report its actions and recommendations to the Board at the next regular meeting of the Board.
• Report to the Board regarding any proposed changes to the governance charter or the governance guidelines.
Responsibilities
To accomplish the objectives of good governance and accountability, the governance committee has responsibilities related to: (a) the IDA’s Board; (b) evaluation of the IDA’s policies; and (c) other miscellaneous issues.
Relationship to the IDA’s Board
The Board of Directors has delegated to the governance committee the responsibility to review, develop, draft, revise or oversee policies and practices for which the governance committee has specific expertise, as follows:
• Develop the IDA’s governance practices. These practices should address transparency, independence, accountability, fiduciary responsibilities, and management oversight.
• Develop the competencies and personal attributes required of Directors to assist those authorized to appoint members to the Board in identifying qualified individuals.
In addition, the governance committee shall:
• Develop and recommend to the Board the number and structure of committees to be created by the Board.
• Develop and provide recommendations to the Board regarding Board member education, including new member orientation and regularly scheduled board member training to be obtained from state-approved trainers.
Evaluation of the Authority’s Policies
The governance committee shall:
• Develop, review on a regular basis, and update as necessary the IDA’s code of ethics and written policies regarding conflicts of interest. Such code of ethics and policies shall be at least as stringent as the laws, rules, regulations and policies applicable to state officers and employees.
• Develop and recommend to the Board any required revisions to the IDA’s written policies regarding the protection of whistleblowers from retaliation.
• Develop and recommend to the Board any required revisions to the
IDA’s equal opportunity and affirmative action policies.
• Develop and recommend to the Board any required updates on the IDA’s written policies regarding procurement of goods and services, including policies relating to the disclosure of persons who attempt to influence the IDA’s procurement process.
• Develop and recommend to the Board any required updates on the authority’s written policies regarding the disposition of real and personal property.
• Develop and recommend to the Board any other policies or documents relating to the governance of the IDA, including rules and procedures for conducting the business of the IDA’s Board, such as the IDA’s by-laws. The governance committee will oversee the implementation and effectiveness of the by-laws and other governance documents and recommend modifications as needed.
Other Responsibilities
The governance committee shall:
• Review on an annual basis the compensation and benefits for the
Managing Director, if one exists, and other senior IDA officials.
• Annually review, assess and make necessary changes to the governance committee charter and provide a self-evaluation of the governance committee.
VILLAGE OF GROTON IDA TAX EXEMPTION POLICY
The Village of Groton Industrial Development Agency (“IDA”), under the provisions of Section 874 (4) of the General Municipal Law, promulgates this policy to offer incentives to businesses who may wish to engage in IDA authorized economic development projects within the Village. This policy is to give the IDA a guideline and method in which to treat all prospective businesses in a fair and equitable manner.
Property Tax Exemption
The IDA is not required to pay real property taxes on any property it acquires. The IDA will require the applicant to make payment in Lieu of Tax (PILOT) payments to all of the taxing authorities according to the following guidelines:
1). The following will be the standard property tax exemption offered to qualified businesses:
YEAR EXEMPTION
150%
245%
340%
435%
530%
625%
720%
815%
910%
105%
2). The IDA retains the ability to deviate from the standard exemption based on the analysis of the impact on the economy and the needs of the business. All appropriate taxing authorities will be notified of the reasons for deviation from the standard policy and given an opportunity to review and comment on each project seeking a higher level of exemption before final IDA approval.
3). The exemption will only apply to payment in lieu of taxes on new improvements to the property and not to payments in lieu of taxes on existing property and improvements. Payments in lieu of taxes on existing property and improvement will be required in an amount equal to the amount the applicant would have paid if the existing property and improvements were not owned/titled in the name of the IDA.
4). Real Property Appraisals – Since the policy of the IDA is to base the value of a project for payment in lieu of taxes on a valuation of such project performed by the Tompkins County Division of Assessment, normally a separate real property appraisal is not required. However, the IDA may require the submission of a real property appraisal if the IDA deems it advisable or the Tompkins County Division of Assessment requires one. If the IDA and/or Tompkins County Division of Assessment requires the sub-mission of a real property appraisal, such appraisal shall be prepared by an independent MAI certified appraiser acceptable to the Agency, at the applicant’s cost.
Sales Tax Abatement
The applicant will be exempt from both the local and State portion of sales tax applicable to the initial acquisition, construction and/or equipping of the applicant’s project. The tax exemption period will normally end upon the completion of such project. The IDA and the applicant shall agree on the estimated date of completion of the project, and the sales tax exemption shall cease on the earlier of (a) the actual date of completion of the project or (b) the date which is six (6) months after the estimated date of completion for a construction project or three (3) months after the estimated completion for a non-construction project. If the IDA and the Applicant cannot agree on a date for the completion of a project the IDA shall on notice to the applicant make the determination on the basis of available evidence. The IDA’s decision will be final and conclusive. The agency, for good cause shown, may adopt a resolution extending the period for completion of the project and/or extending the tax exemption period for up to six (6) months.
Miscellaneous Taxes and Fees
The applicant is exempt from mortgage tax (both state and local portion), revenue stamps, transfer taxes and estate taxes. Special assessments will be exempt on a case by case basis, dependent on how such benefit affects the applicant. The applicant shall pay recording and filing fees.
Procedures for Deviation
In a case where the IDA may determine to deviate from any of the provisions of this Tax Exemption Policy, such deviation shall be acted upon by the IDA by resolution at an official meeting of the IDA. The IDA shall set forth in writing the reasons for deviation from such policy and shall further notify the affected local taxing jurisdiction of the proposed deviation from such policy and reasons therefor. Notice of such meeting in which the IDA considers such deviation shall be given to the chief exective officer of each affected jurisdiction at least 30 days prior to such meeting. Reasons for such deviation shall be based on at least one (1) of the following criteria: the extent to which a project will retain permanent, private sector jobs; the impact of a proposed project on existing and proposed business and economic development projects in the vicinity; the amount of private sector investment generated or likely to be generated by the proposed project; the demonstrated public support for the proposed project; the demonstrated public support for the proposed project; the likelihood of accomplishing the proposed project in a timely fashion, the effect of the proposed project on the environment; the extent to which the proposed project will require the provision of additional services, including, but not limited to additional educational, transportation, police, emergency medical services, fire services, or utilities; and the extent to which the proposed project will provide additional sources of revenue for municipalities and school districts.
Severability
Should any section or provision of this policy be declared to be unconstitutional or invalid by the courts, such decision shall not affect the validity of the balance of the policy.