OCIDA Finance Committee Charter =============================== FINANCE COMMITTEE CHARTER This Finance Committee Charter was adopted by the Members of the Onondaga County Industrial Development Agency, a public benefit corporation established under the laws of the State of New York, on this 11th day of February 2010. Purpose Pursuant to Article VI, Section 3 of the Agency’s bylaws, the purpose of the finance committee shall be to (1) review proposals for the issuance of debt by the Agency; and (2) provide recommendations to the Agency regarding the issuance of debt. Powers of the Finance Committee It shall be the responsibility of the Finance Committee to:  Review proposals for the issuance of debt for the Agency and make recommendations to the Agency regarding the issuance of such debt.  Seek any information it requires from the Agency and project applicants regarding the proposals for the issuance of debt  Retain and consult with, at the Agency’s expense, such outside counsel, experts and other advisors as the Finance Committee may deem appropriate. Composition of Committee and Selection of Members The Finance Committee is established as set forth in and pursuant to Article VI, Section 3 of the Agency’s bylaws. The Finance Committee shall be comprised of a minimum of three independent members. The Agency’s Chair will appoint the Finance Committee members and the Finance Committee Chair. Finance Committee members shall be prohibited from being an employee of the Agency or an immediate family member of an employee of the Agency. In addition, Finance Committee members shall not engage in any private business transactions with the Agency or receive compensation from any private entity that has material business relationships with the Agency, or be an immediate family member of an individual that engages in private business transactions with the Agency or receives compensation from an entity that has material business relationships with the Agency. The members of the Finance Committee shall possess the necessary skills to understand the duties and functions of the Finance Committee. Including an understanding of the types of debt issued by the Agency. Finance Committee Charter 5‐C.1 Adopted February 11, 2010 Meetings The Finance 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. Members of the Finance Committee are expected to attend each committee meeting, in person or via videoconference. The Finance Committee may invite other individuals, such as members of management, financers or other technical experts to attend meetings and provide pertinent information, as necessary. Meeting agendas will be prepared for every meeting and provided to the Finance Committee members along with briefing materials before the scheduled Finance Committee meeting. The Finance Committee will act only on the affirmative vote of a majority of the members at a meeting or by the consent of a majority of the members. Minutes of these meetings will be recorded. Responsibilities The Finance Committee shall have responsibilities related to the issuance of debt by the Agency. The Finance Committee shall:  Present annually to the Agency’s members a written report of how it has discharged its duties and met its responsibilities as outlined in the charter.  Obtain any information and training needed to enhance the Committee members’ understanding of the issuance of debt by the Agency  Review the Committee’s charter annually, reassess its adequacy, and recommend any proposed changes to the Members of the Agency. The Finance Committee charter will be updated as applicable laws, regulations and standards change.  Conduct an annual self‐evaluation of its performance, including its effectiveness and compliance with the charter and request member approval for proposed changes. Finance Committee Charter 5‐C.2 Adopted February 11, 2010