Governance & Policies

Whistleblower Policy

The Partnership for Economic Development In Sullivan County requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of The Partnership for Economic Development In Sullivan County, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

Reporting Responsibility

This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that The Partnership for Economic Development In Sullivan County can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of The Partnership for Economic Development In Sullivan County’s code of ethics or suspected violations of law or regulations that govern The Partnership for Economic Development In Sullivan County’s operations.

No Retaliation

It is contrary to the values and corporate culture of The Partnership for Economic Development In Sullivan County for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of The Partnership for Economic Development In Sullivan County. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Reporting Procedure

The Partnership for Economic Development In Sullivan County has an open-door policy and suggests that employees share their questions, concerns, suggestions or complaints with their supervisor. If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with the Chairman of the Board or the Chairman of the Governance Committee. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the Partnership for Economic Development In Sullivan County’s Chairman of the Board, who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor, the Chief Executive Officer or the Chairman of The Board of Directors or his/her designated person. The Chairman of the Board of The Partnership for Economic Development In Sullivan County is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Chairman will respond immediately, and the investigation will take place within 30 days of receiving the compliant. The Chairman will advise the Chief Executive Officer and/or the Board of Directors of all complaints and their resolution and will report at least annually to the Treasurer/Chair of the Finance Committee on compliance activity relating to accounting or alleged financial improprieties.

Accounting and Auditing Matters

Acting in Good Faith

Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense. Confidentiality violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations

Compliance Officer

Code of Ethical Conduct

As a 501(c)(6) not-for-profit corporation with its principal office located in the State of New York, the Board of Directors of Sullivan County Partnership for Economic Development ("Partnership") is committed to maintaining the highest standard of conduct in carrying out its fiduciary duties of care and loyalty in pursuit of its corporate mission. As such, each and every member of the board shall adhere to the following code of conduct.

Bylaws & Policies

Be aware of and fully abide by the by-laws, rules and regulations and policies of the Partnership, consistent with the Not-for-Profit Corporation Law (N-PCL) of the State of New York.
Within the structure and by-laws of the Partnership, ensure compliance of the Partnership with all laws, regulations and contractual requirements.
Respect and fully support the duly made decisions of the Board of Directors ("Board") in accordance with its fiduciary duties of care and loyalty.
Respect the work and recommendations of committees who are duly charged and have convened and deliberated accordingly.
Work diligently to ensure that the Board fully assumes its role as a policy-making, governing body.
View and act towards the President & CEO as the chief administrative officer with the sole responsibility for the day-to-day management of the organization, including personnel, and for implementation of Board policies and directives.

Informed Participation

Attend at least two-thirds (2/3) of the meetings of the Board and assigned committees.
Keep well-informed of all matters, including, financial, that come before the Board and/or assigned committees.
Follow economic development trends.
Suggest agenda items periodically for Board and committee meetings to ensure that significant policy-related matters are addressed.
Respect and follow the "chain of command" of the Board and administration.
Constructively and appropriately bring to the attention of the Board, officers, committee chairs and/or appropriate staff any questions, personal views, opinions and comments of significance on relevant matters of governance, policy-making and Partnership constituencies.
Oppose, on the record, Board actions with which one disagrees or is in serious doubt.
Do not fully commit to others or self to vote a particular way on an issue before participating in deliberation sessions in which the matter is to be discussed and action duly taken.
Appropriately challenge, within the structure and by-laws of the Partnership, those binding decisions that violate the legal, fiduciary or contractual obligations of the Partnership.

If an issue or conflict involves the authority of an officer or director who is in the "chain of command", then "Informed Participation" requires direct contact with the Chairman of the Board, and if involving the Chairman, then to the Vice Chairman. If the issue or conflict involves the Chair and Vice Chair, then the "informed participation" requires contact with the Treasurer, Secretary or another officer or member of the Executive Committee.

Conflict of Interest, Representation

Represent the best interests of the Partnership at all times and declare any and all duality of interests or conflicts of interest, material or otherwise, that may impede or be perceived as impeding the capacity to deliberate or act in the good faith, on behalf of the best interests of the Partnership and fully comply with the Conflict of Interest and Related Party Transaction Policy of the Partnership. This includes those interests or conflicts that may pertain to another entity related to the Partnership.
Conform to the procedures for such disclosure and actions as stated in the by-laws or the Conflict of Interest and Related Party Transaction Policy of the Partnership
Publicly support and represent the duly made decisions of the Board.
Speak positively of the organization to Partnership members, and all current and potential stakeholders and constituencies.
Do not take any public position representing the Partnership on any issue that is not in conformity with the official position of the Partnership.
Do not use or otherwise relate one's affiliation with the Board to independently promote or endorse political candidates or parties for the purpose of elections or to further the interest of a municipal board, agency or officer.
Not engage in activities or conduct injurious to the reputation of the Partnership or the Board including, without limitation, engaging in immoral acts which become public information or repeatedly conveying to one person, or conveying to an assembled public group, negative information concerning the Partnership or the Board.
Not commit an act of dishonesty, including, but not limited to, misappropriation of funds or any property of the Partnership, or commit an act which constitutes a misdemeanor (involving an act of moral turpitude) or a felony.

Confidentiality

In the course of your duties as a Director, Officer, Committee Chair, or Committee Member, you will have access to confidential information about Partnership's operations. Some of that information will not be a matter of public record, and unless otherwise authorized by the Board, President, or CEO, will be deemed confidential and will not be disclosed. Additionally, you may receive materials produced by the CEO or a Board Director that are for the sole purpose of fulfilling your duties as a Board Director, Officer, Committee Chair or Committee Member, which will remain confidential until such documents or materials are made public (the foregoing, together with confidential information about Partnership's operations, hereinafter being jointly referred to as ("Confidential Information"). The foregoing shall not preclude compliance by any Director, Officer, Committee Chair, or Committee Member with any lawfully issued subpoena seeking any Confidential Information served upon such Director, Officer, Committee Chair, or Committee Member, but the Director, Officer, Committee Chair, or Committee Member shall be required to provide a copy of such subpoena to the Chairman immediately upon his or her receipt of same so that the Partnership will have the opportunity to review the subpoena to determine whether an application to quash it should be made.
Board Directors agree that during and after their term, they will not disclose any confidential information to any person or entity, other than the officers, agents, and employees of Partnership, unless authorized by Partnership. Board Directors must observe any requirements or procedures that Partnership may require for the protection of the confidentially of such information. If a Board Director has any questions as to what information is confidential, he or she should contact the CEO or Chairman of the Partnership.

Interpersonal

Speak clearly, listen carefully to and respect the opinions of fellow Board Directors and key staff.
Promote collaboration and partnership among all Directors of the Board.
Maintain open communication and an effective partnership with the Board's officers and committee leadership.
Be "solution focused", offering criticism only in a constructive manner.
Do not filibuster or engage in activities during meetings that are intended to impede or delay the progress and work of the Board because of differences in opinion or other personal reasons.
Always work to develop and improve one's knowledge and skills that enhances one's abilities as a board member.

Fundraising

Conflict of Interest & Related Party Transaction Policy

I. PURPOSE

The purpose of this conflict of interest and related party transaction policy is to protect the interest of Sullivan County Partnership for Economic Development, Inc. ("Corporation") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director or key employee of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest and related party transactions applicable to nonprofit and charitable organizations such as the Corporation.

II. DEFINITIONS

Board. The Corporation's board of directors
Committee. Any committee of the Board having powers delegated to it by the Board
Compensation. Includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
Excess benefit transaction. Any transaction in which an economic benefit is provided by the Corporation directly or indirectly to or for the use of any officer, director or key employee if the value of the economic benefit provided exceeds the value of the consideration (including the performance of services) received for providing such benefit.
Financial Interest. An officer, director or key employee has a financial interest if such person has, directly or indirectly, through business, investment, or family:
- a. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;
- b. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
- c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Interested Person. Any director, officer or key employee who has a direct or indirect financial interest, and any related party who has a financial interest in a transaction, agreement or other arrangement with the Corporation.
Key Employee. Any person who is in a position to exercise substantial influence over the affairs of the Corporation, as referenced in 26 U.S.C. §4958(f)(1)(A) and further specified in 26 CFR $53.49583(c), (d) and (e), or succeeding provisions
Related party. Means (i) any director, officer or key employee of the Corporation or any affiliate of the Corporation; (ii) any relative of any director, officer or key employee of the Corporation or any affiliate of the Corporation; or (iii) any entity in which any individual described in clauses (i) and (ii) of this paragraph has a thirty-five percent or greater ownership or beneficial interest.
Related party transaction. Any transaction, agreement or any other arrangement in which a related party has a financial interest and in which the Corporation or any affiliate of the Corporation is a participant.

A financial interest is not necessarily a conflict of interest. Under Part III, Section 2 below, a person who has a financial interest may have a conflict of interest only if the audit committee or Board, whichever is applicable, decides that a conflict of interest exists.

III. PROCEDURES

Duty to Disclose. In connection with any actual or possible conflict of interest or related party transaction, an interested person must disclose the existence of the financial interest and all material facts to members of the audit committee or, if there is no audit committee, to the Board.
Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts and after any discussion with the interested person, the interested person shall leave the meeting of the audit committee or Board, whichever is applicable, while the determination of a conflict of interest or whether a related party transaction should be entered into is discussed and voted upon. The remaining members of the audit committee or Board, whichever is applicable, shall decide if a conflict of interest exists or if the related party transaction is fair, reasonable and in the Corporation's best interest.
Procedures for Addressing the Conflict of Interest or Related Party Transaction
- a. An interested person may make a presentation at the audit committee or Board, whichever is applicable, but after the presentation he or she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest or related party transaction.
- b. The chairperson of the audit committee or Board, whichever is applicable, shall, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.
- c. After exercising due diligence, the audit committee or Board, whichever is applicable, shall determine whether the Corporation can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest or related party transaction.
- d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest or related party transaction, the audit committee or Board, whichever is applicable, shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is fair, reasonable and in the Corporation's best interest. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
Attempt to Influence. Any attempt by the interested person to influence improperly the deliberation or voting on the matter giving rise to the conflict of interest or related party transaction is prohibited.
Violations of the Conflicts of Interest and Related Party Transaction Policy
- a. If the audit committee or Board, whichever is applicable, has reasonable cause to believe an officer, director or key employee has failed to disclose actual or possible conflicts of interest or that he or she is a related party, it shall inform the officer, director or key employee of the basis for such belief and afford the officer, director or key employee an opportunity to explain the alleged failure to disclose.
- b. If, after hearing the officer's, director's or key employee's response and after making further investigation as warranted by the circumstances, the audit committee or Board, whichever is applicable, determines that the officer, director or key employee has failed to disclose an actual or possible conflict of interest or that he or she is a related party, it shall take appropriate disciplinary and corrective action.

IV. RECORDS OF PROCEEDINGS

The minutes of the audit committee or Board, whichever is applicable, shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest or related party transaction, the nature of the financial interest, any action taken to determine whether a conflict of interest was present or whether the related party transaction is fair, reasonable and in the Corporation's best interest, and the decision of the audit committee or Board, whichever is applicable, as to whether a conflict of interest in fact existed or whether the Corporation should enter into the related party transaction
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

V. DISCLOSURES BY DIRECTORS

Prior to the initial election of any director, such director shall complete, sign and submit to the secretary of the Corporation a written statement in the form attached hereto identifying, to the best of the director's knowledge, any entity of which such director is an officer, director, trustee, member, owner (either as a sole proprietor or a partner) or employee and with which the Corporation has a relationship, and any transaction in which the Corporation is a participant and in which the director might have a conflicting interest. Such written statement shall be resubmitted annually by the director on or before the anniversary of the director's election, modified as required to reflect changes from the written statement submitted the prior year. The secretary of the Corporation shall provide a copy of all completed statements to the chair of the audit committee or, if there is no audit committee, to the chair of the Board.

VI. COMPENSATION

a. A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.
c. No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

VII. ANNUAL STATEMENTS

Each director, officer and key employee shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest and related party transaction policy;
b. Has read and understands the policy;
c. Has agreed to comply with the policy; and
d. Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

VIII. PERIODIC REVIEWS

To ensure that the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation's written policies; are properly recorded; reflect reasonable investment or payments for goods and services; further charitable purposes; and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

IX. USE OF OUTSIDE EXPERTS

By-Laws

ARTICLE I - PRINCIPAL OFFICE

ARTICLE II - MEMBERSHIP

Section 1 Qualifications for Membership
Membership shall be open to individuals, partnerships, corporations, limited liability companies or other entities who desire to support the objectives and programs of the Partnership. Members shall be required to pay annual dues in such amount as the Board may fix from time-to-time by Resolution. All qualified members shall receive a membership certificate issued by the Chairperson and/or Secretary of the Partnership.

Section 2 Membership Meetings
The annual Membership meeting of the Partnership shall be held each year, at a date, time and location selected by the Board.

The Secretary shall cause to be mailed to every Member in good standing at his/her/its address as it appears on the Membership roll book of the Partnership a notice stating the time, place and location of the annual meeting.

The presence at any Membership meeting of not less than ten (10) percent of the Members entitled to vote shall constitute a quorum and shall be necessary to conduct the business of the Partnership.

Voting by Members entitled to vote at the annual meeting or at any special meeting may only be by such Members who attend such meeting (a) in person or (b) by proxy (on a form to be provided by the Partnership), on condition that the originally signed proxy is presented to the Partnership prior to or at the time of the vote. A proxy may only be for, and may only be used to vote at, one annual or special meeting as designated in such proxy. Separately signed proxies must be used for separate meetings.

Section 3 Special Membership Meetings
Special Membership meetings of the Partnership may be called by the Chairperson. Special meetings of the Membership shall be held upon notice to all Members, and may be called by the Chairperson not less than forty-eight (48) hours before such meeting; special meetings shall be called by the Chairperson in a like manner upon written request of two (2) Directors.

Section 4 Order of Business
The order of business at all meetings shall be fixed by the Chairperson.

Section 5 Voting
Voting at any Membership meeting may be by oral or written ballot. Voting in elections and on all other matters not occurring at an annual or special meeting may be conducted by mail, email, or any other means of electronic communication, provided that the member voting has previously authorized such method of voting in the membership application or otherwise. In the event that voting is done by telephonic communication or video conference (or similar
communications equipment), such voting may only take place if all members who attend in person or by telephone or video conference (or similar communications equipment) can hear what is being said by all those attending in person or by telephone or video conference (or similar communications equipment).

Section 6 Changes to Membership Requirements
The Board may make such changes to membership requirements as it deems necessary, except that members' voting rights may not be abridged without approval by a vote of a majority of the affected members.

Section 7 Failure to Pay Dues
In the event that any Member has failed to pay its annual dues to the Partnership within ninety (90) days of their due date, the membership of such Member in the Partnership shall be deemed to have terminated.

ARTICLE III – DIRECTORS

Section 1 Management of the Partnership

The affairs of the Partnership shall be governed by a Board of Directors (hereafter sometimes referred to as "the Board"). The Board shall set policy and procedures and shall control the distribution of the Partnership's funds.

Section 2 Composition, Election and Term of Directors

a. The Board shall consist of a maximum of 27 Directors, as follows: (a) up to 24 shall be elected by the members; and (b) 3 may be appointed by the Chairperson in his or her discretion to serve a one (1) year term. No elected official, and no municipal officer (in his or her official capacity) or member (in his or her official capacity) of a municipal board, agency or entity, shall be entitled to be elected or appointed as a Director. All Directors must, at the time of his or her election and throughout the time that he or she serves as a Director, serve in a leadership role within an organization (which shall include a sole proprietorship) that is a Member in good standing of the Partnership and which organization does not receive more than fifty percent (50%) of its funding or income through public or municipal grants. In the event that the organization which is a Member is no longer a Member of the Partnership for any reason, the Director who served as a Director due to his leadership role within such organization shall no longer be eligible to serve as a Director and shall be deemed to have resigned as a Director.
b. All Directors shall serve three-year terms. c. A Director may resign at any time by giving written notice to the Board.
c. Any Director, who, during a calendar year, has not attended at least two-thirds (2/3) of the Board meetings which calculation of two-thirds (2/3) of the Board meetings shall not include an "excused absence" as defined below (other than as otherwise provided below) but which shall include an "unexcused absence" as defined below -- shall be deemed to have resigned from the Board. An "unexcused absence" is defined as any absence which is not an "excused absence" (see below). An "excused absence" is defined as (a) an illness or physical disability which prevents a Director from attending a scheduled meeting in person or by telephone or (b) as determined by the Board in the exercise of its reasonable discretion upon application by the Member in writing to the Board. Notwithstanding the foregoing, any Director who does not attend at least one-half (1/2) of the Board meetings in any calendar year, regardless of whether the failure to attend any or all of such Board meetings was as a result of an excused absence, shall be deemed to have resigned from the Board. A Director may resign by written notice to the Board. A replacement may be presented at the next Board meeting by the Nominating Committee. Inactive Directors will be discouraged from holding Board seats.
d. In the event of a vacancy the Chairperson may, but is not required to, appoint a Director who will serve until the next regular yearly election. A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of his or her predecessor. Such appointment is optional, and at the Chairperson's discretion.
e. Officers will be elected by a vote of the Board. Any candidate who wishes to run for Chairperson, Vice Chairperson, Secretary or Treasurer must be a Director. Candidates must be interviewed by members of the Nominating Committee to discuss qualifications. The candidate must be nominated either by the Nominating Committee's slate or from the floor on the day of the election of Officers. All Officers must serve in a leadership role within an organization that is a Member in good standing of the Partnership.
f. If a Director cannot attend the Board meeting when Officers are elected, he or she may, in a timely manner, send to the Partnership office a written ballot to be counted for the election of Officers
g. The Chairperson shall appoint annually a Nominating Committee comprised of five (5) voting Directors. The Nominating Committee shall interview all declared candidates for Officers of the Partnership and decide which are most suitable based on service, expertise, attendance, participation and other pertinent criteria. They will then present a single slate of those candidates to the full Board. That slate and those nominated from the floor will be eligible to serve if elected by a majority of Directors the full Board.
h. A Director may be removed for a violation of the Code of Ethical Conduct or Conflict of Interest and Related Party Transaction Policy by a vote of a two-thirds (2/3) majority of the entire Board (not including the Member who is alleged to have violated the Code of Ethical Conduct or Conflict of Interest and Related Party Transaction Policy).
i. In the event that any Director has been deemed to have resigned pursuant to Section 2c above such Director shall be ineligible to seek election as a Director for a period of three (3) years after the event in Section 2c shall have occurred.

ARTICLE IV - MEETING OF THE BOARD OF DIRECTORS

Section 1 Quorum of Directors
The majority of the Board attending in person or through teleconferencing (audio or video as set forth above) shall constitute a quorum for the transaction of business of the Board.

Section 2 Action of the Board
The vote of a majority of the Directors present at the time of the vote, if a quorum is present at the time, shall be the act of the Board. Each eligible director present shall have one (1) vote.

Section 3 Place and Time of Board Meetings
The Board may hold its meetings at such place, dates, and times as it may from time-to- time determine. At a minimum the Board will meet ten (10) times each year.

Section 4 Telephonic Attendance at Meetings
Directors may attend meetings in person or by telephone or video conference (or similar communications equipment). In the event that attendance is by telephonic communication or video conference (or similar communications equipment), such voting may only take place if all members who attend in person or by telephone or video conference (or similar communications equipment) can hear what is being said by all those attending in person or by telephone or video conference (or similar communications equipment). Participation by such means shall constitute presence in person at a meeting.

Section 5 Notice of Meeting of the Board, Adjournment
Regular meetings of the Board may not be held without notice. A majority of Directors present may adjourn any meeting to another time and place.

Section 6 Chairperson
At all meetings of the Board; the Chairperson, or in his absence, the Vice Chairperson, shall preside.

Section 7 Executive Committee

a. An Executive Committee will be established to conduct organizational business in the absence of the Board between meetings. The Executive Committee shall consist of the Officers of the Partnership and the immediate Past Chairperson. Other Directors may be asked to attend meetings to discuss or present major committee items. The Executive Committee will act within the established policy and fiscal guidelines established by the By-laws and the Board. Executive Committee terms of office will be concurrent with the term of office of the Chairperson or at the pleasure of the Chairperson.
b. The Chairperson may appoint a General Counsel. When General Counsel is appointed, he/she or it will also serve as part of the Executive Committee. c. Committee Chairpersons sitting on the Executive Committee will be at the discretion of the Chairperson. d. The majority of the Executive Committee shall be a quorum.

Section 8 Committees
The Board may, by Resolution adopted by a majority of the Board, establish committees of the Board composed of at least two (2) Directors (at least three [3] Directors if the Committee is intended and desired to be able to act with the authority of the Board) which, except for an Executive Committee, may also include non-Board members. The Board may make such provisions for appointment of the Chair of such Committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Partnership, in default of which the Committee shall make such provisions. Committee Chairs must be Directors, who are expected to attend Board meetings in order to make appropriate presentations.

a. Standing Committees. To assist the Board in its functions, the Partnership will have nine standing committees: Membership/Marketing, Governance, Nominating, Audit, Finance, Revolving Loan, Human Resources, Shovel Ready Sites, and Strategic Planning. All of the foregoing standing committees, other than the Membership/Marketing Committee and the Shovel Ready Committee, shall each be comprised of at least three (3) Directors.
b. Finance and Audit. The Board shall constitute a Finance Committee and a separate Audit Committee. The Finance Committee, chaired by the Treasurer, is responsible for working with the President/CEO in preparing the Partnership's budget, reviewing expenditures, and investing assets. The Audit Committee shall direct and oversee any audit or review that may be made of the Partnership, as authorized by the Board. Such Committees shall make regular reports to the Board and shall advise the Board of the Partnership's financial health and performance from time to time.

ARTICLE V - DUTIES OF THE OFFICERS

Section 1 Officers, Election and Terms
The Board shall elect Officers: a Chairperson, Vice Chairperson, Secretary and Treasurer. All Officers shall be elected to hold office until the meeting of the Board prior to the annual meeting of Members. All Officers may only serve two consecutive one-year terms in the same office. The Board may employ a President/CEO and other employees of the Partnership. The Board shall prepare a job description to set forth the duties of all employees.

Section 2 Chairperson of the Board of Directors
The Chairperson of the Board of Directors shall preside at all meetings of the Board at which he or she shall be present.

Section 3 Vice Chairperson of the Board of Directors
The Vice Chairperson of the Board shall perform duties and exercise the function of the Chairperson in the Chairperson's temporary absence, or during any temporary inability to act.

Section 4 Treasurer of the Board of Directors
The Treasurer shall have charge of all monies and securities of the Partnership and shall cause regular books of account to be kept. The funds of the Partnership shall be deposited in the name of the Partnership with such banks, bankers or trust companies, that the Board shall, from time-to-time, designate. The Treasurer shall oversee the Finance Committee and any Committee Chairperson related to the financial and fundraising activities, and all other duties incident to the office, or that are required of him or her by the Board or the Chairperson.

Section 5 Secretary of the Board of Directors
The Secretary, or his or her designee who is an employee of the Partnership, shall issue notice of meetings, shall keep minutes of all meetings, shall have charge of the records of the Partnership, shall have the custody of the Corporate Seal, shall certify annual elections, and shall make reports and perform such other duties as are incident to the office or as are required by the
Board or the Chairperson.

Section 6 President/CEO
The President/CEO shall serve as the chief executive and administrative Officer of the Partnership. The President will report to the Board. The Board will establish a job description and job standards for the function of the President/CEO.

ARTICLE VI - INDEMNIFICATION

Every Director, Officer or employee of the Partnership shall be indemnified by the Partnership against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such Director, Officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which he or she may become involved by reason of his or her being or having been a Director, Officer, or employee of the Partnership or in connection with any claimed action or omission in connection therewith, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of his or her duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Partnership. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such Director, Officer or employee is entitled.

ARTICLE VII - INSURANCE

ARTICLE VIII – PUBLICATIONS

ARTICLE IX - CONFLICT OF INTEREST/CODE OF ETHICAL CONDUCT

ARTICLE X - CORPORATION SEAL

ARTICLE XI – PRIORITY OF CERTIFICATE OF INCORPORATION

ARTICLE XII – BUDGETS AND FISCAL YEAR

It is the duty of the President/CEO to cause a proposed budget to be submitted annually to the Board for review, consideration and approval.

The Board may make any change to the proposed budget that the Board considers necessary and appropriate.

The fiscal year of the Partnership shall begin the first day of January in each year.

The Board shall cause to be established a system regarding the manner in which disbursements for expenses are authorized. Approval by two (2) Officers is required in order to make disbursements for expenses.