By-Laws of Cattaraugus County Land Bank Corporation
By-Laws of Cattaraugus County Land Bank CorporationAmended September 7, 2016
ARTICLE I – THE CORPORATION
Section 1. Name. The name of the Corporation shall be as provided in its Certificate of Incorporation and is currently the Cattaraugus County Land Bank Corporation.
Section 2. Office. The office of the Corporation shall be located in Cattaraugus County, New York.
Section 3. Purposes. The purposes of the Corporation shall be as set forth in the Certificate of Incorporation.
ARTICLE II – MEMBERSHIP
The County of Cattaraugus, New York (the “County”), acting by and through its County Legislature, shall be the sole Member of the Corporation.
ARTICLE III – BOARD OF DIRECTORS
Section 1. Management of the Corporation.
The Corporation shall be managed by its Board of Directors (the “Board”), which shall establish general policies governing its operations.
Section 2. Composition of Board.
The Board shall be comprised of seven (7) directors, four (4) members of the Cattaraugus County Legislature who shall be appointed by the Chairman of the Legislature and three (3) other County officers who shall serve ex officio, as follows:
- Legislator;
- Legislator;
- Legislator;
- Legislator;
The County Director of Economic Development, Planning and Tourism;
The County Treasurer;
The County Director of Real Property Services
Section 3. Vacancies, Removal and Resignation of Directors.
A vacancy on the Board shall be filled in the same manner as the original appointment. [§1605(f)]
All County Department directors serve ex officio. They may not, therefore, be removed by action of the Board. Any directorship shall be deemed vacant effective on the date of a director’s removal, resignation or retirement from the office or other position of employment with the County which entitled him/her to serve as a director. No director may resign from the Board unless he/she concurrently resigns his/her position of employment with the County.
A seat on the board of directors held by a member of the Legislature shall become vacant on the date on which the member’s successor is appointed, the end of the legislator’s term on the Legislature, or his or her death, resignation or removal from the Legislature, whichever first occurs. Vacancies in other board positions shall be filled as provided by law.
Section 4. Action of the Board.
A. A majority of the members of the Board, not including vacancies, shall constitute a quorum for the conduct of business. All actions of the Board shall be approved by the affirmative vote of a majority of the members of the Board present and voting; provided, however, that no action of the Board shall be authorized on the following matters unless approved by a majority of the total Board membership: [§1605(i)]
(1) adoption of by-laws and other rules and regulations for conduct of the Corporation’s business;
(2) hiring or firing of any employee or contractor of the Corporation. This function may, by majority vote of the total Board membership, be delegated to a specified officer or committee of the Corporation, under such terms and conditions, and to the extent, that the Board may specify;
(3) the incurring of debt;
(4) adoption or amendment of the annual budget; and
(5) acquisition, sale, lease, encumbrance, or alienation of real property, improvements, or personal property.
B. Any one or more members of the Board or any committee thereof may participate in meetings by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. [§708(c)]
C. 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 in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. [§708(b)]
Section 5. Meetings.
The Board shall meet in regular session according to a schedule adopted by the Board, and shall also meet in special session as determined by the Chairman or upon written notice signed by a majority of the Directors. [§1605(h)]
Section 6. Service by Public Officers and Employees as Directors.
Any public officer shall be eligible to serve as a Director and the acceptance of the appointment shall neither terminate nor impair such public office. Any municipal employee or appointed officer shall be eligible to serve as a Director. [§1605(c)]
Section 7. Compliance with Open Meetings Law and Freedom of Information Law.
The Board and the Corporation shall comply with the provisions of the New York Open Meetings Law and the New York Freedom of Information Law.
Section 8. Compensation.
Board members shall serve without compensation. The Board may reimburse any member for expenses actually incurred in the performance of duties on behalf of the Corporation. [§1605(g)]
ARTICLE IV – OFFICERS AND STAFF
Section 1. Officers.
The members of the Board shall select annually from among themselves a Chairman, a Vice-Chairman, a Treasurer, a Secretary, and such other officers as the Board may determine, and shall establish their duties. [§1605(c)]
Section 2. Counsel and Staff.
The County Attorney shall serve as Counsel to the Corporation and may assign assistants to advise and represent the Corporation. The Corporation may employ a secretary, an executive director, and such technical experts, and such other agents and employees, permanent or temporary, as it may require, subject to the approval of the County Legislature, and may determine the qualifications and fix the compensation and benefits for such positions. The Corporation may also enter into contracts and agreements with municipalities for staffing services to be provided to the Corporation.
Section 3. Removal of Officers.
Any officer may be removed by the Board with or without cause at any time.
Section 4. Resignation.
Any officer may resign his or her position as an officer at any time by giving written notice to the board or to the Chairman. Any such resignation shall take effect at the time specified therein, or, if no time be specified, then upon delivery.
Section 5. Chairman.
The Chairman shall preside at all meetings of the Board at which the Chairman is present. The Chairman shall execute all agreements, contracts, deeds, and any other instruments of the Corporation. At each meeting, the Chairman shall submit recommendations and information as he or she may consider proper concerning the business, affairs, bonds, notes, loans, projects and facilities of the Corporation, the economic benefits to be conferred on project applicants and occupants, and the policies of the Corporation. Nothing in this provision shall be construed as granting the Chairman the exclusive to bring matters before the Corporation for consideration.
Section 6. Vice-Chairman.
In the absence or incapacity of the Chairman, or if the office of the Chairman be vacant, the Vice-Chairman shall preside at all meetings of the Board, and shall perform the duties and exercise the powers of the Chairman, subject to the right of the Board from time to time to extend or confine such powers and duties or to assign them to others. The Vice-Chairman shall have such powers and shall perform such other duties as may be assigned by the Board or the Chairman.
Section 7. Treasurer.
The Treasurer shall, if required by the Board, obtain a bond for the faithful discharge of his or her duties, in such sum and with such sureties as the Board shall require. The Treasurer shall oversee the finances of the corporation and shall review all the books and accounts of the corporation and shall ensure the proper deposit of all funds in the name of and to the credit of the corporation in such banks, trust companies or other depositories as shall be selected by the Board. The Treasurer shall also perform all other duties customarily incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board.
ARTICLE V – CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS
Section 1. Execution of Contracts.
The Board, except as in these by-laws and Article 16 of Not-for-Profit Corporation Law otherwise provided, may authorize any officer or officers, agent or agents, 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, or expressly authorized by these by-laws, no officers, 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 tender it liable pecuniarily in any amount for any purpose.
Section 2. Loans.
No loans shall be contracted on behalf of the Corporation unless specifically authorized by the Board.
Section 3. Signing of Checks, Drafts, Etc.
The executive director, Chairman and Treasurer are authorized to issue and sign (two {2} signatures required) checks, drafts or other evidence of indebtedness of the Corporation to pay corporate obligations. The Board may adopt such resolutions as may be appropriate to authorize one or more officers to sign, without requiring any other signature, payroll checks and checks in amounts up to $500.00 to pay corporate obligations incurred in the ordinary course of business, and to authorize the officers to open checking accounts and to issue and sign checks without reference in such resolutions to the purposes of such accounts and checks.
Section 4. Deposits.
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 Board may select or in the absence of such selection by the Board, as the Treasurer.
ARTICLE VI – INDEMNIFICATION
The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding by reason of the fact that such person or his testator or intestate is or was a director or officer of the Corporation, or (to the extent not indemnified thereby) served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Corporation in the capacity of officer or director in the case of actions in the right of the Corporation and in any capacity in the case of all other actions, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, in the manner and to the full extent allowed by the Not-for-Profit Corporation Law, provided that no such indemnification shall be required with respect to any settlement or other non-adjudicated disposition of any threatened or pending action or proceeding unless the Corporation has given its prior consent to such settlement or other disposition. The Corporation is authorized to the full extent allowed by the Not-for-Profit Corporation Law to purchase and maintain insurance to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of the Not-for-Profit Corporation Law, to indemnify directors and officers in instances in which they may be indemnified by the Corporation under the provisions of the Not-for-Profit Corporation Law, and to indemnify the directors and officers in instances in which they may not otherwise be indemnified under the provisions of the Not-for-Profit Corporation Law. [§§722, 723]
ARTICLE VII – POLICIES FOR ACQUISITION, USE AND DISPOSTION OF PROPERTY
Section 1. Compliance with Land Bank Act.
In its acquisition and disposition of property, the Corporation shall be subject to Article 16 of the Not-for-Profit Corporation Law (the Land Bank Act).
Section 2. Compliance with Municipal Building Codes, Zoning Laws, and Land Use Controls and Intergovernmental Agreements.
The Corporation shall be subject to all applicable city, town and village building codes, zoning laws and land use controls in its use and disposition of real property owned by the Corporation, and to the terms and conditions of any applicable intergovernmental cooperative agreement.
Section 3. Consultation with Municipalities.
The Corporation shall actively consult with Cattaraugus County and the cities, towns and villages within Cattaraugus County in respect to the selection of properties to be acquired and policies, plans and procedures regarding the disposition of such properties.
Section 4. Requests for Foreclosure.
Any city, town or village in Cattaraugus County may request (a) that the County transfer to the Corporation the County’s tax lien on any tax delinquent real property within the territory of such city, town or village, and (b) that the Corporation foreclose on such lien, provided that the Corporation may require as a precondition to such foreclosure that the requesting city, town or village agree to submit a bid for the property at the foreclosure sale. The Corporation may accept a deed in lieu of foreclosure on such property, and it may convey the property to the requesting city, town or village in exchange for payment of the amount of the lien, including interest, costs and penalties.
Section 5. Redevelopment Plans.
Subject to Sections 2 and 3 above, and after consultation with the specific municipalities affected, the Board of directors may adopt redevelopment plans for properties held or to be disposed of by the Corporation within the respective territories of such municipalities.
ARTICLE VIII – FISCAL YEAR
The fiscal year of the Corporation shall start January 1 and expire December 31.
ARTICLE IX – CONSTRUCTION
If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern. Except for Article ___, nothing in these by-laws shall be construed to limit the powers or duties conferred upon the Corporation by the Land Bank Act (Article 16 of the New York Not-for-Profit Corporation Law) or any other applicable provision of law.
ARTICLE X – AMENDMENT
These by-laws may be amended by the affirmative vote of a majority of the entire Board of directors. Any by-law adopted by the Board may be amended or repealed by the Member. At least seven (7) days written notice of the proposed amendment must be provided to the member prior to adoption.