City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166

BOARD OF DIRECTORS MEETING

APRIL 16, 2021

10:00 a.m.

Link to Join Zoom Meeting

Meeting ID: 984 8854 1732 Passcode: 268793

I. Approval of Minutes from the March 26, 2021 meeting.

II. Executive Director’s Report

III. 2021 PARIS Review Committee Report

IV. Governance Committee

V. Old Business

VI. New Business

VII. Financials

VIII. Adjournment

Board Members Josh Chiappone

Susan Farrell

Elbert Watson

Hon. Anasha Cummings

Hon. Jim Gulli

Stephanie Fitch

Latasha Gardner

Chair Justin Nadeau Executive Director Steven Strichman

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March 26, 2021 10:35 AM

IDA Board Meeting This meeting was held via Zoom Meeting

Present: Justin Nadeau, Rich Nolan, Susan Farrell, Elbert Watson, Stephanie Fitch, Hon. Jim Gulli, Latasha Gardner and Josh Chiappone.

Absent: Hon. Anasha Cummings

Also in attendance: Steven Strichman, Justin Miller Esq, MaryEllen Flores, Dylan Turek, Sharon Martin and Denee Zeigler.

The meeting was called to order at 10:13 a.m. immediately following the audit and finance committee meeting. Mr. Strichman noted that this meeting is being held via conference call and online due to the Governor’s Executive Order No. 202.1.

I. Minutes

The board reviewed the minutes for the February 19, 2021 board meeting.

Stephanie Fitch made a motion to approve the minutes of the February 19, 2021 regular board meeting. Susan Farrell seconded the motion.

II. Executive Directors Report

New board member - Mr. Strichman advised he had an interview with a potentialboard member and hopes to have the vacancy filled by the next meeting.

Board member evaluations – Mr. Strichman went over the results from the boardmember evaluations and noted that there were some areas where we could improve. Henoted that at our future meetings he would like to go over some of our policies in orderto review and educate.

PARIS Report – Mr. Strichman explained to the board that in the annual resolutionscontain a vote to accept the PARIS report. He noted that this is a lot of information to gothrough and approve. Mr. Strichman advised he would like to form a committee toreview the information that has come back and make recommendations for any action, asneeded. Ms. Farrell asked about the dates they would be reviewing the reports. Mr.Strichman asked counsel if there was a deadline to review and submit requests to

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projects. Mr. Miller advised that there is a May 1st deadline to get the information out in time to take any kind of action.

III. Annual Meeting Resolution Mr. Strichman advised the board that the annual meeting resolution contains all our yearly housekeeping items that we need to approve. He noted that we have reviewed all our bylaws, policies and sets up our annual officer elections. He advised that they will all stay the same: Justin Nadeau as Chair, Hon. Anasha Cummings as Vice Chair, Elbert Watson as Treasurer, Susan Farrell as Secretary, Dylan Turek as Director of Economic Development and Andrew Kreshik as Project Manager. Mr. Miller advised that this is the resolution that allows us to review all our policies, set our slate of officers, committees and accept the PARIS report. Mr. Strichman advised the resolution also accepted the audit.

Stephanie Fitch made a motion to approve the annual meeting resolution. Elbert Watson seconded the motion, motion carried.

IV. Old Business

171 River Street - Mr. Strichman advised that this project has a PILOT approved and amended. He explained that they have had some problems with a clause involving property they purchased from the city. Mr. Strichman advised they met on site and came up with a solution so the project can move forward. City Station North – Mr. Strichman noted that they were in front of the planning commission just last night and received an extension of their project and will be able to move forward early this summer. Kings Landing – Mr. Strichman advised that they ran into some obstacles at the planning commission meeting last night. He advised that it was unfortunately a positive declaration of environmental impact.

V. Financials

Ms. Flores presented the statement of financial position to the board. She advised that as of February 28, 2021, the total assets stand at $1,214,816 with $654,518 in cash. The liabilities stand at $772,978 leaving a fund balance of $441,838. Ms. Flores pointed out no real changes to the statement of financial position. Ms. Flores presented the statement of activity for February and explained there is a surplus of $5,330. We received an application fee of $2,500 and $700 in administration fees; nothing out of the ordinary.

Stephanie Fitch made a motion to approve the financials as presented.

Josh Chiappone seconded the motion, motion carried.

VI. Adjournment

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With no additional business to discuss, the regular board meeting was adjourned at 10:51 a.m.

Susan Farrell made a motion to adjourn the IDA meeting at 10:51 a.m.

Stephanie Fitch seconded the motion, motion carried.

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TROY INDUSTRIAL DEVELOPMENT AUTHORITY

GOVERNANCE COMMITTEE CHARTER

Purpose Pursuant to the Authority’s Bylaws, and in accordance with the Public Authorities Accountability Act of 2005 and Public Authority reform Act of 2009, there is established a Governance Committee of the Authority whose purposes shall include: • Keeping the Board informed of current best practices in corporate governance; • Reviewing corporate governance trends for their applicability to the Troy Industrial

Development Authority, • Updating the Troy Industrial Development Authority’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 at least three (3) independent members. (The size of the committee is determined by the Board of Directors.) The governance committee members shall be appointed by, and will serve at the discretion of the Troy Industrial Development Authority’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. When feasible, the immediate past governance committee Chair will continue serving as a member of the Committee for at least one year to ensure an orderly transition.

Governance committee shall consist of at least three independent members as defined by the Public Authorities Accountability Act of 2005 and shall be prohibited from being an employee of the Authority or an immediate family member of an employee of the Authority. In addition, governance 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.

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 twice 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, in person or via videoconference.

Meeting agendas will be prepared for every meeting and provided to the governance committee members at least five days in advance of the scheduled meeting, along with the appropriate materials needed to make informed decisions. The governance committee shall act only on the affirmative vote of a majority of the members at a meeting. Minutes of these meetings are to be recorded.

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, at least annually, regarding any proposed changes to the governance

charter or the governance guidelines. • Provide a self-evaluation of the governance committee's functions on an annual basis. Responsibilities

To accomplish the objectives of good governance and accountability, the governance committee has responsibilities related to: (a) the Authority's Board; (b) evaluation of the Authority's by-laws and policies;

(c) examine ethical and conflicts of interest; (d) perform board self-evaluations; and (e) other miscellaneous issues.

Relationship to the Authority'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 Authority'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.

• Develop and provide recommendations to the Board on performance evaluations, including coordination and oversight of such evaluations of the board, its committees and senior management in the Authority's governance process.

Evaluation of the Authority's Policies

The governance committee shall:

• Develop, review on a regular basis, and update as necessary the Authority'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 Authority's written policies regarding the protection of whistleblowers from retaliation.

• Develop and recommend to the Board any required revisions to the Authority's equal opportunity and affirmative action policies.

• Develop and recommend to the Board any required updates on the Authority's written

policies regarding procurement of goods and services, including policies relating to the disclosure of persons who attempt to influence the Authority'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 Authority, including rules and procedures for conducting the business of the Authority's Board, such as the Authority'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 senior Authority officials.

• Annually review, assess and make necessary changes to the governance committee

charter and provide a self-evaluation of the governance committee. • Examine ethical and conflicts of interest. This Governance Committee Charter was amended and restated by the Board of Directors of the Troy Industrial Development Authority, a local authority pursuant to Public Authorities Law (“PAL”) Section 2, on February 26, 2010.