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Village of Port Chester
Local Development Corporation
222 Grace Church Street
Port Chester, NY 10573
7:30PM * – February 13, 2019
1. Roll Call
2. Chairman’s Remarks
a. Westchester County Association panel discussion on financing local development
projects
b. State of real estate in Westchester County
3. Review of PCLDC By-Laws
4. New Business
5. Adjournment
* The PCLDC meeting will begin immediately after the Industrial Development Agency
adjourns its meeting. The start time may be earlier or later than the scheduled time.

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State of Real Estate in 2019: Status quo shifts in Westchester market
Akiko Matsuda, Rockland/Westchester Journal News Published 6:00 a.m. ET Jan. 23, 2019 | Updated 8:48 a.m. ET
Jan. 27, 2019
As 2019 unfolds, lohud reporters are assessing what's ahead on their beats this year. Real
estate reporter Akiko Matsuda looks at the state of real estate in Westchester County.
The status quo is rapidly shifting in Westchester's land-use policy.
New uses — from apartments to medical offices and even grocery stores — are breathing life
into under-performing suburban office parks. In 2019, hundreds of new rental apartments are
expected to come online in Westchester downtowns, including areas where residential use
wasn't considered before. Industrial real estate, such as warehouses and flex spaces, was seen
as a less glamorous sector among different types of commercial real estate, but lately it's the
segment most in demand particularly in southern Westchester.
On the beat
Building an apartment complex in a former industrial or office park in Westchester didn't seem
like an option until recently, but things have changed.
Hundreds of tenants have moved into the 202-unit Danforth Apartments at Rivertowns Square,
a newly-completed mixed-use village developed at the former Akzo Nobel paint and chemical
company site in Dobbs Ferry.
The mixed-use trend is also the redevelopment theme at the former General Motors assembly
plant site in Sleepy Hollow. The ongoing waterfront project, to be known as Edge-on-Hudson,
plans a total of 1,177 residential units, a hotel, restaurants, shops, offices and parks. The first
townhomes may welcome residents in late 2019.
Dramatic shifts are also happening elsewhere: In December, a Whole Foods market opened at
Chappaqua Crossing, an ongoing mixed-use development at the former Reader's Digest
campus in Chappaqua. More businesses are set to open this year, including Life Time Athletic
and Pet Valu.
Live-work-play
Downtowns are also changing in pursuit of the live-work-play trend. Among the new major
apartment buildings that welcomed tenants last year was the Continuum, a 16-story luxury, 288-
unit apartment tower developed on a former municipal parking lot on Bank Street in White
Plains. Its developer, LCOR, is moving forward with the second phase of the project to add
another 16-story residential tower to the site.
In Yonkers, tenants have started moving into the recently completed 17-story residential tower
at Sawyer Place, formerly known as Larkin Plaza, a mixed-use, two-tower complex near the
Yonkers train station. Construction of the second tower is set to be completed this summer, said
Seth Pinsky, executive vice president with RXR Realty, the developer of the 422-unit mixed-use
complex.
New Rochelle's downtown revitalization initiative is also gaining steam. Nearly a dozen projects
are in progress, including 360 Huguenot, RXR’s 28-story mixed-use building at the site of a

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former Loew’s Theatre. The 280-unit complex, initially known as 587 Main, is expected to start
leasing in the first or second quarter of 2019.
From Pleasantville to Dobbs Ferry, smaller downtowns along Metro-North train stations are also
adding more apartments, aiming to attract empty nesters and young professionals who want to
live in a walkable community near transit.
While developers focus on building luxury apartments, demand for warehouse properties has
been higher than ever as thriving e-commerce requires more warehouse spaces to quickly
deliver goods to customers.
E-commerce is disrupting the traditional retail landscape as well, leaving behind many vacant
stores in area communities. Part of the solution may be repurposing — it's worked for obsolete
office parks. Danone North America led the way by transforming the shuttered Fortunoff store in
White Plains into its new headquarters. The company has recently moved its 400 employees
from its old home in Greenburgh to downtown White Plains.
What to watch for
Platinum Mile: The appearance of Corporate Park Drive in the office-park corridor will be
drastically changed this year, as construction of the Carraway apartment complex and a
Wegmans grocery store advance. Plans for a pediatric ambulatory care facility for Montefiore
Medical Center was also proposed along the same street.
New apartments: Westchester's apartment construction boom is culminating into loads of new
inventory. This year alone, hundreds of new rental units will become available for occupancy. In
addition to 360 Huguenot in New Rochelle and Sawyer Place in Yonkers, the first 251-unit
phase of Avalon Yonkers is expected to open later in 2019. Fort Hill Apartments, a 178-unit
luxury rental complex that partially opened last year in a mixed-use community on the site of the
former St. Mary's Convent in Peekskill, will also open more units this year.
Housing market: The inventory shortage has been a major problem in the residential real
estate market in the region in the past few years. The Tax Cuts and Jobs Act of 2017, which
capped state and local tax (SALT) deductions at $10,000, may encourage more empty nesters
to put their homes on the market. Homeowners will feel the real financial impact of the tax
reform when they file their tax returns this spring.
Somers Academy: The former IBM campus in Somers, which has been sitting vacant for the
past few years, may become a co-ed private high school that emphasizes science, technology,
engineering and math (STEM) learning. The plans to transform the former 723-acre office park
have been reviewed by Somers town officials. The developer, Evergreen Ridge, aims to open
the school in fall of 2020.
Why you should care
The ongoing wave of new apartment construction projects aims to serve two groups: Young
professionals and empty nesters. The success of these apartments is important because it
would help retain younger generations in the county, whose population has been steadily aging.
In addition, new apartments may allow local empty nesters to put their homes on the market as
they have more options to stay in their community.

[PAGE 6]
BY-LAWS
OF
PORT CHESTER LOCAL DEVELOPMENT CORPORATION
Adopted on the 9th day of January, 2013

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BY-LAWS
OF
PORT CHESTER LOCAL DEVELOPMENT CORPORATION
ARTICLE I - THE CORPORATION
SECTION 1. - NAME.
The Corporation shall be known as “PORT CHESTER LOCAL DEVELOPMENT
CORPORATION” (hereinafter, the “Corporation”).
SECTION 2. - OFFICES.
The principal office of the Corporation shall be located in the Village of Port Chester,
New York (the “Village”). 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 its
Certificate of Incorporation.
ARTICLE II - MEMBERSHIP
SECTION 1. - COMPOSITION OF MEMBERSHIP.
The sole Member of the Corporation shall be the Village. The Corporation shall be
managed by its Board of Directors in accordance with the provisions contained herein.
SECTION 2. - RIGHTS AND POWERS OF THE MEMBERS.
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 MEMBERS.
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:
(a) A complete audited financial statement of the Corporation for the fiscal year
immediately preceding the date of the report showing the assets and liabilities, principal changes
in assets and liabilities, revenue, receipts, expenses and disbursements of the Corporation; and
(b) A summary of the activities of the Corporation during the preceding year.
The annual report shall be filed with the minutes of the annual meeting.
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 Trustee 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 Trustee of the Member
not less than ten (10) nor more than fifty (50) days before the date of the meeting. If mailed, the
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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 Trustee of the 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 Trustees of the Member shall constitute
a quorum for the transaction of business at any annual or special membership meeting.
(b) A majority of the Trustees 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 Trustee 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 Trustees 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 its operations.
SECTION 2. - NUMBER, ELECTION AND TERM OF DIRECTORS.
(a) The number of Directors shall be seven as established by a resolution adopted by
the Member on September 4, 2012. The Directors shall be appointed by the Member, the initial
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sole Member shall be the Village. The Directors shall exercise all rights of Directors as
described herein and in the Certificate of Incorporation or any applicable resolution. Any
subsequent increase or decrease in the size of the Board of Directors will require the approval of
the Member. As used in these By-laws, “the entire Board of Directors” means the total number
of Directors that the Corporation would have if there were no vacancies on the Board.
(b) All Directors shall serve at the pleasure of the Member.
(c) The Chief Executive Officer, as defined herein, may serve on the Board of
Directors of the Corporation; provided, however, in such event, shall not participate in
determining the level of compensation or reimbursement, or time and attendance rules for the
position of Chairman/Chief Executive Officer.
(d) All Directors of the Board shall participate in training approved by the State of
New York regarding their legal, fiduciary, financial and ethical responsibilities as Directors
within one (1) year of appointment to the Board. Thereafter, the Directors shall participate in
such 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
the Corporation and the adhere to the highest standards of responsible governance.
(e) As soon as practicable and in compliance with Section 2825 of the Public
Authorities Law, the majority of the Directors shall be Independent Directors, as such term is
defined in paragraph (g) below.
(f) Independence. For the purposes of these By-Laws, an Independent Director
means any person who:
(i) is not, and in the past two (2) years has not been, employed by the
Corporation or another corporate body having the same ownership and control of the
Corporation in an executive capacity;
(ii) is not, and in the past two (2) years has not been, employed by an entity
that received remuneration valued at more than fifteen thousand dollars ($15,000.00) for
goods and services provided to the Corporation or received any other form of financial
assistance valued at more than fifteen thousand dollars ($15,000.00) from the
Corporation;
(iii) is not a relative of an executive officer or employee in an executive
position of the Corporation or another corporate body having the same ownership and
control of the Corporation; and
(iv) is not, and in the past two (2) years has not been, a lobbyist registered
under a state or local law and paid by a client to influence the management decisions,
contract awards, rate determinations or any other similar actions of the Corporation or
another corporate body having the same ownership and control of the Corporation.
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(g) Board Offices. A Chairperson, Vice-Chairperson, Treasurer and Secretary shall
be elected from among the Directors of the Board at the organizational meeting and subsequent
annual meetings of the Board of Directors. The term of office for the Chairperson, Vice-
Chairperson, Treasurer and Secretary shall extend for one year after his or her election and until
a successor is elected. The Chairperson, Vice-Chairperson, Treasurer and Secretary shall be
eligible to serve an unlimited number of consecutive terms.
SECTION 3. - RESIGNATIONS AND REMOVAL OF DIRECTORS.
(a) Any Director of the Corporation may resign at any time by giving written notice
to the other Directors or to the Chairman or the Secretary. 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.
(b) Any Director may be removed from the Board with or without cause by the
Member or for cause by vote of a majority of the Directors provided there is a quorum of not less
than a majority of the entire Board present.
SECTION 4. - NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of Directors shall
be filled as described in the resolution of the Member approving such increase. Newly created
directorships resulting from any vacancies occurring for any reason shall be filled by the
Member. In each case, such appointments shall be made as soon as practicable but in no event
later than sixty (60) days after the increase or vacancy occurs. A Director appointed to fill a
vacancy caused by resignation, death, disability or removal shall hold office for the unexpired
term of his or her predecessor in office and until a successor is appointed and takes office.
SECTION 5. - ANNUAL MEETING.
The annual meeting of the Board of Directors shall be held after the annual meeting of
the Members of the 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 Director of the Corporation prior to the meeting.
SECTION 6. - ANNUAL REPORT.
A Director designated by the Members or the Chief Executive Officer and the Treasurer
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 a majority of
Directors or by the Chief Executive Officer or any other officer of the Corporation. Written
notice shall be mailed or delivered to each Director of the Corporation prior to the meeting. Said
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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; provided, however, if by unanimous consent
all of the Directors present at such meeting elect to transact business not previously described in
the aforementioned notice, then the Directors may transact such other business.
SECTION 8. - WAIVERS OF NOTICE.
Notice of a meeting need not be given to any 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 Directors may from time to time by resolution determine.
SECTION 10. – OPEN MEETINGS
The Corporation is subject to Open Meetings 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.
SECTION 11. – FREEDOM OF INFORMATION
The Corporation is subject to Freedom of Information 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. – PUBLIC AUTHORITIES ACCOUNTABILITY ACT
The Corporation is subject to the Public Authorities Accountability Act of 2005, as
amended by Chapter 506 of the Laws of 2009 (collectively, the “PAAA”) and shall comply with
the PAAA, as set forth within the New York State Public Authorities Law.
SECTION 13. – STATE ENVIRONMENTAL QUALITY REVIEW ACT
Upon the determination of the Board of Directors to do business within the State of New
York, the Corporation shall comply with the State Environmental Quality Review Act, as set
forth within Article 8 of the New York Environmental Conservation Law.
SECTION 14. - QUORUM AND ADJOURNED MEETINGS.
(a) A majority of the entire Board of 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).
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(b) A majority of the 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 Directors.
SECTION 15. - 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 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
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 of Incorporation shall mean the affirmative vote of a majority of the
Directors present at the time of the vote at a duly convened meeting at which a quorum is
present.
SECTION 16. - ORGANIZATION.
At each meeting of the Board of Directors, the Chairperson, or, in his or her absence, the
Vice-Chairperson shall preside. The Secretary, or, in his or her absence, a person chosen by a
majority of the Directors present, shall keep complete and accurate minutes of the meeting.
SECTION 17. - ATTENDANCE AT MEETINGS.
Attendance at each meeting of the Board shall be recorded by the Secretary or the
designated Director in the minutes thereof.
SECTION 18. - COMPENSATION.
The Directors shall serve in their capacity as Directors of the Corporation without
compensation. All Directors may be reimbursed for reasonable expenses incurred in the
performance of corporate duties.
SECTION 19. - ANNUAL INDEPENDENT AUDIT.
The Audit Committee shall present to the Board upon its completion, the annual
independent audit report performed in accordance with the requirements of the PAAA and
generally accepted government auditing standards certified by a firm of independent public
accountants. The certified independent public accounting firm that performs the annual
independent audit shall timely report to the Audit Committee the following:
(i) the assets and liabilities, including the status of reserve, depreciation, special or
other funds including the receipts and payments of such funds, of the Corporation as of the end
of the fiscal year;
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(ii) the principal changes in assets and liabilities, including trust funds, during said
fiscal period;
(iii) the revenue or receipts of the Corporation, both unrestricted and restricted, to
particular purposes during said fiscal period;
(iv) the expenses or disbursements of the Corporation for both general and restricted
purposes, during said fiscal period; and
(v) a schedule of the bonds and notes of the Corporation outstanding during said
fiscal period, including all refinancings, calls, refundings, defeasements, and interest rate
exchange or other such agreements, and for any debt issued during the fiscal period, together
with a statement of the amounts redeemed and incurred during such fiscal period as a part of a
schedule of debt issuance that include the date of issuance, term, amount, interest rate, means of
repayment and cost of issuance.
Furthermore, the certified independent public accounting firm that performs the annual
independent audit shall timely report to the Audit Committee the following:
(i) all critical accounting policies and practices to be used;
(ii) all alternative treatments of financial information within generally accepted
accounting principals that have been discussed with the management of the Corporation,
ramifications of the use of such alternative disclosures and treatments, and the treatment
preferred by the certified independent public accounting firm;
(iii) other material written communications between the certified independent public
accounting firm and the management of the Corporation, such as the management letter along
with management’s response or plan of corrective action, material corrections identified or
schedule of unadjusted differences, where applicable.
SECTION 20. - 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.
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 Directors. No Standing Committee shall have authority as to the following
matters:
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(i) The submission to the Members 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.
(b) Until changed by amendment of these By-Laws, the Corporation shall have the
following Committees:
Audit and Finance Committee. There shall be an Audit and Finance Committee
consisting entirely of Independent members, who shall be elected by a plurality of the votes cast
by the Directors of the Corporation at each annual meeting of the Board and shall serve until the
next annual meeting. To the extent practicable, members of the Audit and Finance Committee
should be familiar with corporate financial and accounting practices. The Audit and Finance
Committee shall recommend to the Board the hiring of a certified independent accounting firm in
compliance with the PAAA to conduct the annual independent audit, establish the compensation
to be paid to the accounting firm and provide direct oversight of the performance of the annual
independent audit. The Audit and Finance Committee shall have the responsibility to review
proposals for the issuance of debt by the Corporation and its subsidiaries, if any, and make
recommendations.
Governance Committee. There shall be a Governance Committee consisting entirely of
Independent members, who shall be elected by a plurality of the votes cast by the Directors of
the Corporation at each annual meeting of the Directors and shall serve until the next annual
meeting. The Governance Committee shall keep the Board informed of current best governance
practices, review corporate governance trends, update the Corporation’s corporate governance
principles, and advise the Members and Directors on the skills and experience required of
potential Directors.
SECTION 2. - SPECIAL COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the entire Board of
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 a plurality of the votes
cast by the Directors of the Corporation.
SECTION 3. - MEETINGS.
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Meetings of committees shall be held at such times and places as shall be fixed by the
respective committee chairpersons, or by vote of a majority of all of the members of the
committee. Written notice shall be mailed (via regular mail or electronic mail) 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
Chief Executive Officer and Chairperson of the Board of Directors of the Corporation, or their
respective designees, may attend all committee meetings, but will not possess any voting rights
unless otherwise granted by said committees.
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
SECTION 1. – CHIEF EXECUTIVE OFFICER; CHIEF FINANCIAL OFFICER; OTHER
OFFICERS.
The Corporation may have a Chief Executive Officer, a Chief Financial Officer, and a
Secretary and other officers and assistant officers as the Board of Directors may determine. The
offices of Chief Executive Officer and Secretary shall not be held by the same person. The
officers shall have such duties as may be prescribed by these By-Laws and the Board of
Directors.
SECTION 2. - TERMS OF OFFICERS.
The officers shall be appointed by the Directors at its annual meeting. Unless a shorter
term is provided in the resolution of the Board appointing such officer, the term of office of each
officer shall extend for one year after his or her appointment and until a successor is appointed
and qualified. Officers shall be eligible to serve an unlimited number of consecutive terms.
SECTION 3. - ADDITIONAL OFFICERS.
Additional officers may be appointed 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. Such positions may include an Acting Chief Financial Officer and
Acting Secretary, and any other position established by the Board of Directors from time to time.
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SECTION 4. - REMOVAL OF OFFICERS.
Any officer may be removed by majority vote of the Directors, with or without cause, at
any time, provided there is a quorum of not less than a majority of the entire Board of 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; provided, however, the Chief Executive Officer must
provide written notice of its intent to resign to the Board of Directors and the Secretary must
provide written notice of its intent to resign to the Chairperson or the Board of Directors. 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 Directors.
SECTION 7. –CHIEF EXECUTIVE OFFICER.
The Board of Directors shall appoint the Chief Executive Officer by resolution, which
resolution shall set the Chief Executive Officer’s annual compensation. The Chief Executive
Officer shall generally supervise all affairs of the Corporation. The Chief Executive Officer
shall perform such other duties as may be assigned to him or her from time to time by the Board
of Directors.
SECTION 8. - SECRETARY.
It shall be the duty of the Acting Secretary to supervise the preparation of minutes of all
meetings of the Members and the Board of Directors and its committees, the giving of all notices
required to be given by the Corporation, and the keeping of a current list of the Members of the
Corporation, Directors and officers and their residence addresses. The Acting Secretary shall be
responsible for supervising the preparation and maintenance of the books and records of the
Corporation. The Acting Secretary shall attend to such correspondence as may be assigned to
him or her and perform all the duties customarily incidental to that office and such other duties
as may be assigned to him or her by the Board of Directors or the Chief Executive Officer. From
time to time, the Board of Directors may employ or contract with an appointed Acting Secretary
to whom the Board of Directors may designate certain duties of the Secretary and other such
duties as may be assigned to him or her.
SECTION 9. – TREASURER/CHIEF FINANCIAL OFFICER.
The Board of Directors shall appoint the Chief Financial Officer by resolution, which
resolution shall set the Chief Financial Officer’s annual compensation. It shall be the duty of the
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Chief Financial Officer of the Corporation, with oversight by the Treasurer, to oversee the
financial affairs of the Corporation, report at each regular meeting of the Board of Directors, and
participate in preparing the annual report of the Corporation and the filing of all required tax
returns and other regulatory reports. The Chief Financial Officer shall perform such other duties
as may be assigned to him or her by the Board of Directors, the Treasurer or the Chief Executive
Officer.
SECTION 10. –VILLAGE OF PORT CHESTER INDUSTRIAL DEVELOPMENT AGENCY -
PERSONNEL.
The Corporation may use the agents, employees and facilities of the Village and/or the
Village of Port Chester Industrial Development Agency (“PCIDA”) to perform any or all of its
functions as described in the Certificate of Incorporation and these By-Laws. In such event, the
Corporation may, by resolution, enter into a contract with the Village and/or PCIDA providing
the terms upon which the Village and/or PCIDA will provide the use of its agents, employees
and facilities to the Corporation and the compensation, if any, that the Corporation shall pay to
the Village and/or PCIDA for the use by the Corporation of Village and/or PCIDA agents,
employees and facilities.
ARTICLE VI - CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS
SECTION 1. - EXECUTION OF CONTRACTS.
The Board of Directors may on its own, except as these By-Laws otherwise provide, or
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 the amounts and terms
are 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 two of following persons: the Chief Executive Officer, the
Treasurer or the Chairperson of the Board.
SECTION 4. - DEPOSITS.
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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.
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 of Incorporation, and (6) a copy of these By-Laws. The foregoing items shall be
subject to inspection and/or audit at any time by or at the direction of the Board of Directors.
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 may adopt a policy regarding conflicts of interest which shall
apply to all directors and officers.
SECTION 5. - LOANS TO MEMBERS AND OFFICERS.
The Corporation, either directly or indirectly, including through any subsidiary, is
prohibited from extending or maintaining credit, arranging for the extension of credit or
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renewing any extension of credit, in the form of a personal loan to or for any Member, Director,
or Officer, or to any other company, corporation, firm, association or other entity in which one or
more of the Members, Directors or Officers of the Corporation are members, director or officers
or hold a substantial financial interest.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall commence on the first day of June of each
calendar year and end on the last day of May.
ARTICLE IX - RULES OF ORDER AND BYLAW CHANGES
SECTION 1. - RULES OF ORDER.
Meetings of the Members 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. – BY-LAW CHANGES.
These By-Laws may be amended, repealed or adopted only by a majority of the Directors
of the Corporation, or a majority of the Trustees of the Member, whose actions at all times shall
supersede actions by the Directors.
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