Code of Ethics and Conflict of Interest Policy — Code-of-Ethics-and-Conflict-of-Interest-Policy-1-25-FINAL
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INDUSTRIAL DEVELOPMENT AGENCY
CODE OF ETHICS AND CONFLICT OF INTEREST POLICY

ARTICLE I, PURPOSE AND CONSTRUCTION
The Citizens of Onondaga County expect the highest degree of conduct from the
Onondaga County Industrial Development Agency officers, staff and members. The members
of the Agency recognize that there must be rules of ethical conduct for its officers, employees
and appointed officials to observe if a high degree of moral conduct is to be obtained and if
public confidence is to be maintained in the Agency. It is the purpose of this Code of Ethics and
Conflict of Interest Policy to promulgate these rules of ethical conduct for the officers, employees
and members of the Agency. These rules shall serve as a guide for official conduct of such
officers, employees and members.

ARTICLE II. DEFINITIONS
Section 2.1.
Unless otherwise specifically indicated, for purposes of this Code of Ethics, the following
terms shall have the following meanings:
a. "Agency" means the Onondaga County Industrial Development Agency.
b. "Appropriate body" pursuant to Article 18 of General Municipal Law means the
Board of Ethics of the County.
c. "Child" means any son, daughter, step-son or step-daughter of an Agency officer,
employee or member if such child is under 18 or is a dependent of the officer,
employee or member as defined in the Internal Revenue Code Section 152(a)(1)
and (2) and any amendments thereto.
d. “Conflict of Interest” means a situation in which the financial, familial, or personal
interests of an officer, employee or member come into actual or perceived conflict
with their duties and responsibilities with the Agency. Perceived conflicts of
interest are situations where there is the appearance that an officer, employee or
member can personally benefit from actions or decisions made in their official
capacity, or where an officer, employee or member may be influenced to act in a
manner that does not represent the best interests of the Agency. The perception of
a conflict may occur if circumstances would suggest to a reasonable person that an
officer, employee or member may have a conflict.
Code of Ethics and Conflict of Interest Policy - Revised January 2025
e. "County" means the County of Onondaga.

f. "Interest" means a direct or indirect pecuniary or material benefit accruing to an
Agency officer, employee or member, his or her spouse, or child whether as the
result of a contract with the Agency or otherwise. For the purpose of this Code of
Ethics, an Agency officer, employee or member shall be deemed to have an interest
in the contract of (i) his/her spouse and children, except a contract of employment
with the Agency; (ii) a firm, partnership or association of which such officer,
employee or member or his/her spouse or child is a member or employee; (iii) a
corporation of which such officer, employee or member, or his/her spouse or child
is an officer or director; and (iv) a corporation of which more than 5% of the
outstanding capital stock is owned by an officer, employee or member, or his/her
spouse or child.
g. "Relative" means a spouse or child of an Agency officer, employee or member.
h. "Spouse" means the husband or wife of an officer, employee or member subject to
the provisions of this Code of Ethics unless legally separated from such officer,
employee or member.

ARTICLE IJ. CODE OF ETHICS
There is hereby established and adopted a code of ethics containing the following
standards of conduct for officers, employees and members of the Agency.
Section 3.1.
A. Conflict of Interest. No officer, employee or member of the Agency should have any
interest, financial or otherwise, direct or indirect, or engage in any business or transaction or
professional activity or incur any obligation of any nature, that may reasonably conflict with the
proper discharge of their duties in the public interest.
B. Impressions. No officer, employee or member of the Agency should by their
conduct give reasonable basis for the impression that any person can improperly influence them
or unduly enjoy their favor in the performance of their official duties, or that they are affected by
the kinship, rank, position or influence of any party or person. An officer or employee or member
of the Agency should endeavor to pursue a course of conduct, which will not raise suspicion
among the public that they are likely to be engaged in acts that are in violation of their trust.
Code of Ethics and Conflict of Interest Policy — Revised January 2025

Cc. Receipt or Benefit. No officer, employee, or member of the Agency shall use or
attempt to use their official position to secure unwarranted privileges or exemptions for themself
or others, including directly or indirectly soliciting, accepting or agreeing to accept any benefit
from another person upon an agreement that their vote, opinion, judgment, action, decision or
exercise of discretion as an Agency officer, employee or member will thereby be influenced. A
donation to a person seeking public or party office or to a committee supporting the efforts of
such person shall not be considered such a benefit hereunder.
D. Confidential Information. No officer or employee or member of the Agency shall
disclose information which is lawfully confidential and acquired by them in the course of their
official duties or use such information to further their personal interests.
E. Representation before the Agency. An officer, employee or member of the Agency
shall not receive or enter into any agreement, express or implied, for compensation or benefit to
themself or a relative, directly or indirectly, for services to be rendered in relation to any matter
before the Agency.

F. Disclosure of interest in any Agency Contract. To the extent that they know
thereof, any officer, employee or member of the Agency who has any interest in any contract or
agreement of the Agency shall make prior disclosure in writing to the Chairman of the Agency
and to the Agency’s Counsel and shall withdraw from participation in any Agency process with
respect thereto, subject to Section 801 of the General Municipal Law relating to prohibited
conflicts of interest.
G. Partnership, unincorporated association or corporation. No partnership or
unincorporated association of which an Agency officer, employee or member is a member or
employee or in which he or she has a proprietary interest, nor any corporation of which an
Agency officer, employee or member is an officer or director or legally or beneficially owns or
controls more than five percent (5%) of the outstanding stock, shall appear before the Agency
without full disclosure to the members, subject to Section 801 of the General Municipal Law
relating to prohibited conflicts of interest.

H. Investments in conflict with official duties. (i) An officer, employee or member
shall not invest or hold any investment directly or indirectly in any financial, business,
commercial or other private endeavor or entity, based upon information available through their
official position that could create a conflict between their Agency duties and interests and their
private interests; (ii) No officer or employee or member of the Agency shall engage in any
transaction as representative or agent of the Agency with any business entity in which they have
a direct or indirect financial interest that might reasonably tend to conflict with the proper
discharge of their official duties.
I. Private employment or services. An officer, employee or member shall not engage
in, solicit, negotiate for or promise to accept employment or render services for private interests
Code of Ethics and Conflict of Interest Policy — Revised January 2025
when such employment or service creates a conflict of interest with or impairs the proper
discharge of official Agency duties. In the event such a conflict arises with respect to a member,
they shall notify the Chairman of the Agency of same and withdraw from participation in any
Agency process with respect thereto.

J. Future employment. For a period of two (2) years after the termination of service
or employment with the Agency, no former Directors or employees, on his or her own behalf, or
as an employee, agent or representative of another may apply to or appear before or conduct
business with respect to the Agency.
K. Qutside Employment. No employee may engage in outside employment if such
employment interferes with their ability to properly exercise their official duties with the Agency. An
officer, employee or member shall disclose in writing to the members any offer of employment
received from any person, firm or corporation which, to the knowledge of such officer, employee
or member, is furnishing or seeking to furnish goods or services to the Agency, if such officer,
employee or member has substantial involvement or responsibility for policy making in securing
such goods or services and if such officer, employee or member enters into negotiations for such
employment. Such disclosure must be made whether or not such offer and negotiations are verbal
or written and whether or not the offer is accepted.

L. Sale of Goods or Services. No officer or employee or member of the Agency
employed on a full-time basis nor any firm or association of which such Agency member, officer
or employee is a member nor corporation, a substantial portion of the stock of which is owned or
controlled directly or indirectly by such member, officer or employee, should sell goods or
services to any person, firm, corporation or association which is licensed or whose rates are fixed
by the Agency.
M. Gifts. Officers, employees and members shall not accept or receive any gifts or
gratuities where the circumstances would permit the inference that: (a) the gift is intended to
influence the individual in the performance of official business; or (b) the gift constitutes a tip,
reward, or sign of appreciation for any official act by the individual. This prohibition extends to
any form of financial payments, services, loans, travel reimbursement, entertainment, hospitality,
thing or promise from any entity doing business with or before the Agency.
N. Professional Responsibility. Officers, employees and members shall manage all
matters within the scope of the Agency’s mission independent of any other affiliations or
employment. Officers, employees and members employed by more than one government shall
strive to fulfill their professional responsibility to the Agency without bias and shall support the
Agency’s mission to the fullest.
Code of Ethics and Conflict of Interest Policy — Revised January 2025

ARTICLE IV. IMPLEMENTATION OF CODE OF ETHICS
Section 4.1: Ethics Officer
The board may designate an Ethics Officer, who shall report to the board and have the
following duties:
a. Counsel in confidence Agency directors and employees who seek advice about ethical
behavior.
b. Receive and investigate complaints about possible ethics violations.
c. Dismiss complaints found to be without substance.
d. Prepare an investigative report of their findings for action by the Executive Director
or the board.
e. Record the receipt of gifts or gratuities of any kind received by a director or employee,
who shall notify the Ethics Officer within 48 hours of receipt of such gifts or gratuities.
Section 4.2: Conflict of Interest Procedures
A. Duty to Disclose: All material facts related to the Conflict of Interest shall be disclosed in
good faith and in writing to the Governance Committee and/or the Ethics Officer. Such written disclosure
shall be made part of the official record of the proceedings of the Agency.
B. Determining Whether_a Conflict of Interest Exists: The Governance Committee and/or
Ethics Officer shall advise the individual who appears to have a Conflict of Interest how to proceed.

Cc. Recusal and Abstention: No board member or employee may participate in any decision or
take any official action with respect to any matter requiring the exercise of discretion, including discussing
the matter and voting, when they know or have reason to know that the action could confer a direct or
indirect financial or material benefit on themself, a relative, or any organization in which there is an interest.
Board members and employees must recuse themselves from deliberations, votes, or internal discussion on
matters relating to any organization, entity or individual where their impartiality in the deliberation or vote
might be reasonably questioned, and are prohibited from attempting to influence other board members or
employees in the deliberation and voting on the matter.
Dz Records of Conflicts of Interest: The minutes of the Agency’s meetings during which a
perceived or actual Conflict of Interest is disclosed or discussed shall reflect the name of the interested
person, the nature of the conflict, and a description of how the Conflict of Interest was resolved.
Code of Ethics and Conflict of Interest Policy — Revised January 2025

ARTICLE V. PENALTIES
In addition to any penalty contained in any other provision of law, an Agency officer,
employee or member who knowingly and intentionally violates any of the provisions of this code
may be removed in the manner provided for in law, rules or regulations.
Amended: [January 9], 2025
Code of Ethics and Conflict of Interest Policy — Revised January 2025