Revised-Bylaws-Approved-1-9-25

RESTATED BYLAWS
                               OF
          ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY

ARTICLE I
                                          THE AGENCY
      Section 1. Name.       The name of the Agency shall be "Onondaga County Industrial
Development Agency."
       Section 2. Seal of Agency. The seal of the Agency shall be in the form of a circle and shall
bear the name of the Agency and the year of its organization.
        Section 3. Office of Agency. The office of the Agency shall be at 335 Montgomery
Street, Floor 2M, Syracuse, New York, or at such other address in the County of Onondaga as
shall be determined by the Agency from time to time.

ARTICLE II
                                           OFFICERS
       Section 1. Officers. The officers of the Agency shall be a Chairman, a Vice Chairman, an
Executive Director, a Secretary, and a Treasurer.
      Section 2. Chair. The Chairman shall be a member of the Agency and preside at all
meetings of the Agency. The Chairman shall submit recommendations and such information as
deemed pertinent concerning the business, affairs and policies of the Agency at each meeting.
The Chairman shall appoint committee members and assign a chair for each committee.
        Section 3. Vice Chairman. The Vice Chairman shall be a member of the Agency and
perform the duties of the Chairman in the absence or incapacity of the Chairman. In the event of
the resignation, removal or death of the Chairman, the Vice Chairman shall automatically succeed
to the office of the Chairman and serve for the unexpired term of such office. In the event that the
office of Vice Chairman is vacant, the Board shall select the Chairman to fill out the unexpired
term.

Section 4. Secretary. The Secretary may, but need not be, a member of the Agency. The
Secretary shall keep all records of the Agency, shall act as Secretary at the meetings of the Agency,
shall keep a record of all votes, shall record the proceedings of the Agency in a journal of
proceedings to be kept for such purpose, and shall perform all duties incident to this office. The
Secretary shall have custody of the seal of the Agency and the power to affix such seal to all
agreements, contracts, deeds, bonds or other evidences of indebtedness and all other instruments
of the Agency authorized by the Agency to be executed and the power to attest (by manual or
facsimile signature) such seal. The Secretary may, in her discretion, delegate some or all of the
Secretary’s duties to the Assistant Secretary.

Section 6. Treasurer. The Treasurer shall not be a member of the Agency. The Treasurer
shall be the Chief Financial Officer of the Agency. He shall have the care and custody of all funds
of the Agency and shall deposit all such funds in the name of the Agency as the Agency may
designate. Except as otherwise authorized by resolution of the Agency, the Treasurer shall sign
all checks for the payment of money by the Agency pursuant to the direction of the Agency.
Except as otherwise authorized by resolution of the Agency, all such checks shall be
countersigned by the Chairman, the Vice-Chairman or the Executive Director. The Treasurer shall
keep regular books of accounts showing receipts and expenditures. The Treasurer shall render
to the Agency at each regular meeting an account of the financial transactions and the current
financial condition of the Agency.

Section 7A. Executive Director. The Executive Director shall be appointed by the
County Executive. The Executive Director shall have general supervision over the
administration of the business and affairs of the Agency, subject to the direction of the Agency.
The Executive Director shall be charged with the management of all projects of the Agency. The
Executive Director shall sign (manually or by facsimile signature) all agreements, contracts,
deeds, bonds or other evidence of indebtedness and any other instruments of the Agency
on behalf of the Agency,except as otherwise authorized or directed by resolution of the
Agency.
        Section 8. Additional Duties. In the absence or incapacity of the Treasurer, the other
officers of the Agency shall have the care and custody of all funds of the Agency and the power
to deposit the same in the name of the Agency in such bank or banks as the Agency may
designate, and shall have the power to sign all checks of the Agency for the payment of money
and the power to pay out and disburse such moneys under the direction of the Agency. In
addition, all officers of the Agency shall perform such other duties and functions as may from
time to time be required by the Agency, by its bylaws, or by its rules and regulations.

Section 9. Appointment of Officers. All officers of the Agency shall be appointed at the
Annual Meeting of the Agency or at such other time as is necessary due to a vacancy. All officers
shall hold offices for one year or until their successors are appointed. If the term of an Agency
member should terminate, his term of office as an officer shall also terminate. The Chief Executive
Officer and the Chief Financial Officer shall not be members of the Agency.
       Section 10. Members of Agency. There shall be seven members of the Agency who shall
receive no compensation for their services but shall be entitled to the necessary expenses,
including traveling expenses, incurred in the discharge of their duties. The term of the office of
each member of the Agency shall be by appointment of the Onondaga County Legislature and
each member shall continue to hold office until their successor is appointed and has qualified.
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       Section 11. Vacancies. Should any office except that of Chairman become vacant, the
Agency shall appoint a successor at the next regular meeting, and such appointment shall be for
the unexpired term of said office.

Section 12. Additional Personnel. The Agency may from time to time employ such
personnel, as it deems necessary to exercise its powers, duties and functions as prescribed by the
New York State Industrial Development Agency Act, as amended, and all other laws of the State
of New York applicable thereto. The selection and compensation of all personnel shall be
determined by the Agency subject to the laws of the State of New York.

ARTICLE III
                                          MEETINGS
        Section 1. Annual Meeting. The Annual Meeting of the Agency shall be held within the
first quarter of the year or such time that the Board may determine at the regular meeting place
of the Agency or such other time and place as the Agency shall determine.
        Section 2. Meetings. Meetings of the Agency may be held at such times and places as
from time to time may be determined by the Agency. The Chairman of the Agency may, when
he deems it desirable, and shall, upon the written request of two members of the Agency, call a
special meeting of the Agency. Notice of all meetings shall be sent by United States mail,
electronic mail, or delivered to the residence or business address of each member, and to
Agency Counsel, at least four days prior to the day the meeting is to occur. Whenever possible
the notice shall set forth the matters to be considered at the meeting. Waivers of notice may be
signed by any member or members who were not properly noticed.

Section 3. Executive Sessions. Upon motion identifying the general area(s) of the
subject(s) to be considered and a majority vote of the membership, an executive session may be
entered into and conducted by the Agency for the reasons enumerated in Public Officers Law §
105. During an executive session the Agency may take action on the matters which are the subject
of the executive session, however, no action by formal vote may be taken in an executive session
to appropriate public moneys. Minutes must be taken of any action that is taken by formal vote,
and must consist of a record or summary of a final determination and the vote thereon. The
minutes do not need to include any matters not required to be made available to the public
pursuant to FOIL.
        Section 4. Quorum. At all meetings of the Agency, a majority of the Agency shall
constitute a quorum for the purpose of transacting business; provided that a small number may
meet and adjourn to some other time or until a quorum is obtained.

ARTICLE IV
                                        AMENDMENTS
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      Section 1. Amendments to Bylaws. The bylaws of the Agency may be amended with the
approval of a super majority of all the members of the Agency at a meeting, but no such
amendment shall be adopted unless written notice thereof has been previously given to all
members of the Agency.

ARTICLE V
                                          PROJECTS
       Section 1. Site of Agency Projects. The Agency shall take local and state land use and
environmental laws and regulations into consideration when reviewing and approving a project.
        Section 2. Compliance with Laws. The Agency shall not approve the delivery of bonds
for a project, which, at the time of such delivery is known by the Agency after reasonable inquiry
to be in material violation of applicable zoning, environmental, labor or health laws or
regulations, including applicable building and fire codes.

ARTICLE VI
                                        COMMITTEES
       Section 1. Governance Committee. The Agency shall have a governance committee to be
comprised of the Agency Chairman and two other members of the Agency appointed by the
Chairman. Members of the Governance Committee shall be independent members as defined by
the Public Authorities Accountability Act of 2005, as amended from time to time. The
Governance Committee shall have such other purposes, powers, responsibilities and governance
as provided in any charter adopted by the members of the Agency.
       Section 2. Audit Committee. The Agency shall have an audit committee to be comprised
of the Agency Chairman and two other members of the Agency appointed by the Chairman.
Members of the Audit Committee shall be independent members as defined by the Public
Authorities Accountability Act of 2005, as amended from time to time. It shall be the
responsibility of the Audit Committee to recommend to the Agency the hiring of a certified
independent accounting firm for the Agency, establish the compensation to be paid to the
accounting firm and provide direct oversight of the performance of the independent audit
performed by the accounting firm hired for such purpose. The Audit Committee shall have such
other purposes, powers, responsibilities and governance as provided in any charter adopted by
the members of the Agency.

Section 3. Finance Committee. The Agency shall have a finance committee to be
comprised by the three members of the Agency appointed by the Chairman. Members of the
Finance Committee shall be independent members as defined by the Public Authorities
Accountability Act of 2009, as amended from time to time. 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
and retain and consult with, at the Agency’s expense, such outside counsel, experts and other
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advisors as the Finance Committee may deem appropriate. The Finance Committee shall have
such other purposes, powers, responsibilities and governance as provided by any charter
adopted by the members of the Agency.
        Section 4 Other Committees. The Agency may designate from among its members other
committees, each consisting of one or more members, and each of which, to the extent provided
in the resolution or committee charter, shall have all the authority of the Agency members, except
as otherwise provided by law.
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