GRECO HIMES HOLST LOBDELL MERVINE MEUCCI. Vice President Bateman convened the meeting at 3:05 p.m. at 26 East First Street in Oswego.

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1 PRESENT: ANDERSON BATEMAN BELLOW CULLINAN GALLOWAY GILSON GRECO HIMES HOLST LOBDELL MERVINE MEUCCI OPERATION OSWEGO COUNTY, INC. BOARD OF DIRECTORS MEETING Lake Ontario Event and Conference Center 26 East First Street, Oswego, New York September 22, 2015 MURPHY PHELPS SHARKEY IV SOLAZZO TOTH WEBER Ex-Officio: Staff: Guests: None Treadwell, Dano, Wheelock, LiVoti, Woolson, Perwitz Christina Ondrako and Kevin C. Caraccioli, Esq. Vice President Bateman convened the meeting at 3:05 p.m. at 26 East First Street in Oswego. EXECUTIVE SESSION Mr. Caraccioli and Vice President Bateman reported that due to matters involving the financial history of a business/organization and individuals and contractual matters, on a motion by Mr. Toth, seconded by Mr. Anderson, it was approved to go into Executive Session at 3:10 p.m. On a motion by Mr. Galloway, seconded by Mr. Gilson, the Executive Session ended at 3:30 p.m. APPROVAL OF MINUTES On a motion by Mr. Phelps, seconded by Mrs. Holst, the Board of Directors Minutes of March 9, 2015 and June 18, 2015, were approved. FINANCIAL REPORTS Treasurer Greco gave an overview of the Financial Statements for the period ending June 30, 2015 for Operation Oswego County, Inc. On a motion by Mr. Gilson, seconded by Mr. Galloway, the Financial Statements for the periods ending January 31, February 28, March 31, April 30, May 31 and June 30, 2015, were approved. Treasurer Greco gave an overview of the Financial Statements for the period ending June 30, 2015 for Operation Oswego County Foundation, Inc. On a motion by Mrs. Weber, seconded by Mr. Mervine, the Financial Statements for the periods ending January 31, February 28, March 31, April 30, May 31 and June 30, 2015, were approved. COMMITTEE REPORTS Executive Mr. Treadwell gave an overview of the Executive Committee meetings held on April 14, 2015 and August 11, The Executive Committee, as the Audit Committee, reviewed the 2014 Audit. Real Estate Development Mr. Wheelock noted that the committee will meet in early October for the renewal of leases, ag property and Northland Filter, long term plans, building maintenance and incubator update.

2 Board of Directors Meeting September 22, 2015 Page 2 Business Outreach Mr. Wheelock gave an overview of the meeting held on April 1, COMMITTEE REPORTS (continued) Nominating Mr. Treadwell noted that the committee met on April 24, 2015 and made a decision to shrink the board and not fill the spots of the retiring members. With the acceptance of Ann Gilpin s resignation, the board is down to 26 members. Mr. Treadwell noted that multiples of 3 are desired, due to one third of the board expiring annually. Marketing and Development Ms. LiVoti noted the committee would meet in October or November. Ms. LiVoti gave an update on the Fund Drive, which is at 34% of the goal of $45,000 with 42% Board participation. Ms. LiVoti announced that the Annual Conference for NEDA was held last week and Mike Treadwell received NEDA Lifetime Achievement Award, Brian Anderson received NEDA Member of the Year Award, Tailwater Lodge received NEDA Project of the Year Award, for communities with population less than 50,000 and Operation Oswego County received Outstanding Marketing of Economic Development Products and Services Award for its E-News. On a motion by Mr. Phelps, seconded by Mr. Solazzo, the Committee Minutes/Reports were approved OOC Audit and 990 Following a review of the 2014 Audit by Ms. Ondrako of Grossman St. Amour, CPAs, PLLC, on a motion by Mr. Gilson, seconded by Mr. Meucci, the 2014 Audit and the 990 were unanimously approved. SBA 504 Loans On a motion by Mr. Lobdell, seconded by Ms. Bellow, an application to the US Small Business Administration and sale of a debenture in an amount not to exceed $63,000 for the Happy Hearts Childcare, was approved. Mr. Galloway and Ms. Bateman abstained. On a motion by Mr. Gilson, seconded by Mr. Cullinan, an application to the US Small Business Administration and sale of a debenture in an amount not to exceed $320,000 for the Mill House Market Project was approved. Mr. Mervine abstained. Mr. Treadwell reported that the Corrective Action Plan was submitted to SBA on September 16, 2015 and it was anticipated that the plan would be accepted. Mr. Treadwell reviewed the Interim Funding Agreement between the COIDA and OOC for SBA 504 loans that was authorized by the Executive Committee at the August 11, 2015 meeting. Stakeholder Report April June 2015 Mr. Treadwell asked if there were any questions regarding the Stakeholder Report that was provided with the materials for the meeting. No questions were asked. Job Creation and Retention Report April June 2015 Mr. Treadwell asked if there were any questions regarding the Job Creation and Retention Report that was provided with the materials for the meeting. It was noted that projects would be discussed later in the meeting. No questions were asked.

3 Board of Directors Meeting September 22, 2015 Page 3 Policies/Charters for ABO Compliance Mr. Caraccioli reported that the five proposed policies and charters are Public Authority Law requirements. The proposed documents were drafted from the models proposed by the ABO. Audit Committee Charter Mr. Caraccioli noted that the Executive Committee acts as the Audit Committee for Operation Oswego County. Mr. Mervine noted that it was probably not a good idea for the Executive Committee to be the Audit Committee. Mr. Caraccioli agreed, however the Executive Committee meets the criteria to get started with compliance with the PAL and the committees will evolve. Code of Ethics - Mr. Caraccioli noted that the Code of Ethics coincides with the Conflict of Interest and would be for members and employees. He noted that the County Attorney s Office should be notified to add Operation Oswego County to the list for the Oswego County Board of Ethics. FOIL Policy Mr. Caraccioli explained that the policy is for procedures for Freedom of Information requests received. Governance Committee Charter Mr. Caraccioli noted that the Executive Committee would be the Governance Committee. Policy is standard. Whistleblower Policy Mr. Caraccioli noted that this is a standard policy. On a motion by Mr. Toth, seconded by Mr. Galloway, the policies and charters listed above were approved and attached and made an official part of the minutes. Conflict of Interest Policy Mr. Caraccioli reported that this policy has no changes and is required to be adopted annually. Members must sign an annual statement acknowledging and agreeing to the policy. On a motion by Ms. Weber, seconded by Ms. Holst, the Conflict of Interest Policy was re-affirmed, and attached as an official part of the minutes. Incubator Mr. Treadwell reported that the IDA submitted an application to the CFA to help support the development of the Price Chopper building into an incubator. The project was identified as a Priority Project. Board of Directors On a motion by Mr. Gilson, seconded by Mr. Meucci, the resignation of Ann Gilpin was accepted. Economic Development Projects Mr. Treadwell reviewed the following projects: Designer Hardwood Flooring CNY, Sunoco, Inc., Interface Performance Materials, Debbie s Hash & Mash Café, OCO/Rochester s Cornerstone Group-Champlain Commons, Felix Schoeller, Oswego County FCU, and a Canadian Paper

4 Board of Directors Meeting September 22, 2015 Page 4 Converting Project. OTHER BUSINESS Mr. Sharkey noted that the ribbon cutting for Universal Metal Works will be on Friday, October 2 nd. Mr. Cullinan of Entergy reported that the company has not decided to order fuel for next year. He wanted to reaffirm the importance of the Fitzpatrick Plant to the Community, noting that it provides $12 million to the Mexico Schools and has 600 employees. Assistance was requested from elected state and federal representatives. On a motion by Mr. Mervine, seconded by Mr. Gilson, a Resolution was approved in support of Entergy s Fitzpatrick plant remaining open. Resolution is attached and made an official part of the minutes. Mr. Phelps requested Mr. Cullinan supply the board members with a suggested letter of support through OOC. Mr. Mervine suggested reviewing a procedural change that would allow using a consent agenda which would help towards making time for more important items during the meeting. ADJOURNMENT On a motion by Mr. Gilson, seconded by Ms. Himes, the meeting was adjourned at 4:58 p.m. Respectfully submitted, L. Michael Treadwell Executive Director

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