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Enabling Authority
New York State Not-for-Profit Corporation Law Section 1411
(a) Purposes. This section shall provide an additional and alternate method of incorporation or reincorporation of not-for-profit corporations for any of the purposes set forth in this paragraph and shall not be deemed to alter, impair or diminish the purposes, rights, powers or privileges of any corporation heretofore or hereafter incorporated under this section or under the stock or business corporation laws. Corporations may be incorporated or reincorporated under this section as not-for-profit local development corporations operated for the exclusively charitable or public purposes of 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 a 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, and any one or more counties, cities, towns or villages of the state, or any combination thereof, or the New York job development authority in exercising its power under the public authorities law to encourage the organization of local development corporations, may cause such corporations to be incorporated by public officers or private individuals or reincorporated upon compliance with the requirements of this section, and it is hereby found, determined and declared that in carrying out said purposes and in exercising the powers conferred by paragraph (b) such corporations will be performing an essential governmental function.
Mission Statement
A non-profit local development corporation focused on supporting and improving the provision of utilities in the Highlands communities of Highland Falls, the Town of Highlands, and the US Army Garrison, West Point; including electrical, heating and cooling, communications, water supply, and waste disposal, with an emphasis on efficient, effective and environmentally sensitive applications.
BY-LAWS
of the
Village of Highland Falls High-Point Utility
Local Development Corporation
ARTICLE ONE: BACKGROUND
Section 1. This Corporation was formed pursuant to Section 1411 of the Not-for-Profit Corporation Law and is a charitable not-for-profit corporation. The purpose for which it is formed is any purpose for which corporations may be organized under the Not-for-Profit Corporation Law as a charitable corporation.
Section 2. The name of the corporation is Village of Highland Falls High-Point Utility Local Development Corporation (hereinafter "the Corporation" or "HPU").
ARTICLE TWO: BOARD OF DIRECTORS
Section 1. Powers.
The Corporation shall be governed by its Board of Directors (hereinafter "Board" or "Directors") who shall each have one vote and shall exercise oversight and control over the officers and staff of the Corporation. The Board shall have all powers conferred on boards of not-for-profit corporations pursuant to New York State law, or any other law that is applicable to the Corporation.
Section 2. Minimum Age, Number, Election and Term of Office.
(a) Each Director shall be at least eighteen (18) years of age.
(b) The entire Board of Directors shall consist of an odd number of members. The Board shall consist of at least three (3) members, which number may be modified from time to time by a majority vote of the entire Board.
(c) Except for the initial Directors named in the Certificate of Incorporation, Directors shall be elected or re-elected by a majority vote of the entire Board at the Annual Meeting.
(d) All director terms shall be for three (3) years, except that the term of one or more Directors may be shortened, pursuant to a vote of a majority of the entire Board, in order to establish a staggered rotation of service among the Directors. Directors may be elected to additional three-year terms, but shall be required to vacate their seat on the Board for one year after serving three consecutive three-year terms.
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Section 3. Resignation and Removal of Directors.
(a) Any Director of the Corporation may resign at any time on delivery of written notice to the Chair or the Secretary. Such resignation shall take effect at the time specified therein, or if no time be specified, then on delivery.
(b) Any Director may be removed for neglect of duty or misconduct in office, or may be removed pursuant to any other provision of New York law, by a vote of two-thirds (2/3) of the entire Board of Directors.
(c) Any Director who participates in fewer than two-thirds (2/3) of the regular and annual Board meetings in a given fiscal year shall be automatically removed from office at the close of the fiscal year, unless the Director provides documented medical reasons for non-participation.
Section 4. Vacancies.
Vacancies in mid-term shall be filled forthwith for the remainder of the term by appointment by the Board Chair, subject to confirmation at the next meeting by a majority vote of the entire Board.
Section 5. Independence.
The Board shall have independent members in compliance with the requirements of the Public Authorities Law. [1]
Section 6. Meetings.
(a) Regular meetings. The Board shall generally meet on the second Tuesday of each month,
unless otherwise decided by the Board.
(b) Special meetings may be called at any time by the Board or the Board Chair.
(c) Annual meeting. An annual meeting shall be held each year on the date of the regular January meeting, or at such other time as the Board may designate, at which time the election and re-election of Directors and Officers shall take place, together with such other business as may properly come before the Board, including the review and re-adoption of the Corporation's mission statement, with any revisions to be submitted as required by the Public Authorities Law. [2]
Section 6. Conduct of Meetings.
(a) At each meeting of the Board, the Board Chair shall preside. In the absence of the Chair, those present shall select a substitute Meeting Chair. A Meeting Secretary shall also be selected to record the minutes of the meeting.
(b) Voting by proxy shall not be permitted.
(c) A quorum shall be required to conduct business at any meeting of the Board. A quorum shall be present when a majority of the Directors entitled to vote are present, either in person
or via telephonic or electronic connection.
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Section 7. Notice and Place of Meetings.
(a) Notice. There need be no notice to Board members of regularly scheduled meetings or the annual meeting, although an agenda and the draft minutes of the prior meeting shall be circulated in advance. Five (5) days notice shall be given of special meetings. The notice shall be in writing and shall state the date, time, and place of the meeting, and include an agenda.
(b) Waiver 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.
Section 8. Action by the Board Without a Meeting.
Any action required or permitted to be taken by the Board, or any committee thereof, may be taken without a meeting if all members of the Board or the committee consent to the adoption of a resolution authorizing the action. Such consent shall be in writing, whether physical or electronic. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee. Such consent will have the same effect as a unanimous vote.
Section 9. Board Chair.
(a) The Chair must be a Director and shall be elected or re-elected by a majority of the entire Board at the Annual Meeting. The Chair's term shall run until the next Annual Meeting. In the event of a mid-term vacancy, a new Chair shall be elected at the next regular meeting by a majority of the entire Board.
(b) The Chair shall preside at all meetings of the Board and shall exercise such other powers and duties incident to the position and as delineated elsewhere in these by-laws.
Section 10. Compensation.
The Board shall not receive compensation for their service, but may authorize reimbursement for expenses reasonably incurred by them in the performance of their duties, including but not limited to travel, training, and research expenses.
Section 11. Committees.
The Board may establish such committees, whether standing or temporary, as it from time to time deems appropriate.
ARTICLE THREE: OFFICERS
Section 1. Appointment, Term and Qualifications.
(a) The Board shall elect annually, at the Annual Meeting, a President, Secretary, and Treasurer, and may elect a Vice President. All must be Directors and no single individual may be both President and Secretary. Each Officer shall hold office until the next Annual Meeting.
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Section 2. Duties. The Officers shall perform all duties incident to their offices, and such other duties as are delineated elsewhere in these by-laws and as may be assigned to them from time to time by the Board.
Section 3. Resignation and Removal.
(a) Any Officer of the Corporation may resign at any time upon delivery of written notice to the Chair or the Secretary. Such resignation shall take effect at the time specified therein, or if no time be specified, then on delivery.
(b) Any Officer may be removed either with or without cause at any time by a majority vote of the entire Board.
Section 4. Vacancies.
Vacancies in mid-term shall be filled forthwith for the remainder of the term by appointment by the Board Chair, subject to confirmation at the next meeting by the Board.
ARTICLE FOUR: STAFF AND VOLUNTEERS
Section 1. The Board may hire or authorized to be hired, and set the compensation of, such employees as it from time to time deems appropriate.
Section 2. The Board may engage or authorize to be engaged such volunteers as it from time to time deems appropriate.
ARTICLE FIVE: CONFLICTS OF INTEREST
Section 1. The Board shall adopt and regularly review a conflicts of interest policy that complies with requirements of the Not-for-Profit Corporation Law and other governing statutes. [3]
Section 2. All Directors will complete training regarding legal, fiduciary, financial and ethical responsibilities as offered from time to time by the New York Authorities Budget Office. [4]
ARTICLE SIX: EXECUTION OF INSTRUMENTS
Section 1. The Board may authorize the President, or any other Officer or Director or other agent, to enter into contracts and execute instruments in the name of the Corporation.
Section 2. No loans shall be contracted on behalf of the Corporation unless specifically authorized by the Board.
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Section 3.. Vouchers and invoices shall be paid upon certification of the Board, the Chair, any Officer, or appropriate staff member. Two signatures shall be required on all checks or other disbursements and the Board shall specify who is authorized to sign.
ARTICLE SEVEN: FISCAL YEAR
The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December in each calendar year.
ARTICLE EIGHT: AMENDMENTS
These by-laws may be amended at the annual meeting or any other meeting of the Board by a vote of a majority of the entire Board, provided that the substance of the amendment is set forth in the meeting agenda or an accompanying document.
Notes:
[1] The majority of the Board, exclusive of ex-officio members, must meet the independence requirements of Section 2825(2) of the Public Authorities Law. Section 2825(2) defines an independent member as one who: has not been employed by the public authority or an affiliate in an executive capacity over the past two years; has not been employed by an entity that received more than $15,000 from the public authority or received any other form of financial assistance of more than $15,000; is not a relative of an executive of the public authority or affiliate; and has not been a lobbyist over the past two years.
[2 ] Section 2824(a) and Section 2800 of the Public Authorities Law require the adoption and submittal to the Public Authorities Office (PBO) of a mission statement for the Corporation and the inclusion of any changes to the statement in Annual Reports subsequently filed with the PBO.
[3] Section 715(a) of the Not-for-Profit Corporation Law requires the adoption of a conflict of interest policy.
[4] Section 2824(2) of the Public Authorities Law requires State-approved training.
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