December 2013 – Governance — 12-10-13-ocida-gov-min =================================================== Onondaga County Industrial Development Agency Governance Committee Meeting Minutes December 10, 2013 A Governance Committee meeting of the Onondaga County Industrial Development Agency was held on Tuesday, December 10, 2013 at the 333 West Washington Street, Syracuse, New York in the large conference room on the first floor. Board member Victor Ianno called the meeting to order at 8:15 am with the following: PRESENT: Victor Ianno Jessica Crawford ABSENT: Donna DeSiato ALSO PRESENT: Mary Beth Primo, OCIDA, Executive Director Kristi Smiley, OCIDA, Secretary & Treasurer Karen Doster, Recording Secretary, Agency Linda McShane, Office of Economic Development Nora Spillane, Office of Economic Development Tony Rivizzigno, Gilberti Law Firm Sarah Wisniewski, Gilberti Law Firm Dave Hill, Paradigm APPROVAL OF GOVERNANCE COMMITTEE MEETING MINUTES — JULY 2, 2013 Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Board approved the Governance Committee regular meeting minutes of July 2, 2013. Motion was carried. REVIEW OF COMMITTEE EVALUATIONS Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance- Committee approved a resolution to transmit the Governance summary evaluation without comment to the Agency Board for review and acceptance. Motion was carried. Mary Beth Primo stated that the Audit and Finance Committee had no issues and staff has no recommendations or comments. Upon a motion by Jessica Crawford seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the summary evaluation of the Audit Committee without comment to the Agency Board for review and acceptance. Motion was carried. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the summary evaluation of the Finance Committee without comment to the Agency Board for review and acceptance. Motion was carried. REVIEW OF BOARD AND STAFF EVALUATIONS Mary Beth Primo stated that evaluations indicate there are no issues and staff did not have comment or recommendation to add to it. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the summary evaluation of the Board without comment to the Agency Board for review and acceptance. Motion was carried. Mary Beth Primo stated that staff does not have any comments or recommendations and there were no issues indicated by the results. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the summary evaluation of the Staff without comment to the Board for review and acceptance. Motion was carried. REVIEW OF COMMITTEE CHARTERS Mary Beth Primo asked if there were any comments. Victor Ianno and Jessica Crawford stated that they have no comments. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the Governance Committee Charter without comment to the Agency Board for review and acceptance. Mary Beth Primo stated that Audit and Finance Committee has reviewed and approved a resolution to transmit the charters without comment to the Governance Committee for review and recommendation to the Board. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the Audit Committee Charter without comment to the Agency Board for review and acceptance. Motion was carried. Jessica Crawford asked if the Board will know who is on each committee. Kristi Smiley stated that the slate of committees will be presented at the January annual meeting. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the Finance Committee Charter without comment to the Agency Board for review and acceptance. Motion was carried. DRAFT ANNUAL REPORTS (2013 FISCAL YEAR) Kristi Smiley stated that in the annual report there is a summary of the purpose of the Committee, what the Committee did this year, reflects that the self-evaluations and charter had no issues, goes over what the Committee did at the July meeting as well as what was done here today. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the Governance Committee Annual Report without comment to the Board for review an acceptance. Motion was carried. Mary Beth Primo briefly reviewed the Audit Committee Annual report. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the Audit Committee Annual Report without comment to the Board for review and acceptance. Mary Beth Primo briefly reviewed the Finance Committee Annual report. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Governance Committee approved a resolution to transmit the Finance Committee Annual Report without comment to the Board for review and acceptance. Upon a motion by Jessica Crawford, seconded by Victor Ianno, the OCIDA Board adjourned the meeting at 8:25 am. Motion was carried. Anal proule | Kristi Smiley," Secretary