Board Minutes - November 29,2010

 

MINUTES OF ANNUAL MEETING OF THE BOARD OF DIRECTORS
OF THE BROOME TOBACCO ASSET SECURITIZATION CORPORATION (BTASC)
 
November 29, 2010
12:20 p.m.
 
County Executive Conference Room – Edwin L. Crawford County Office Building
Binghamton, New York
 
Directors Present:
 
            Barbara J. Fiala, President and Director
            Marie Kalka, Secretary/Treasurer and Director
            Lawrence M. Harris, Director
            Jerry F. Marinich, Director
            Joseph Sluzar, General Counsel
            (Daniel D. Reynolds  and Jerome Knebel also present)
 
The meeting was called to order at 12:20 pm by Director Fiala.
 
Motion was made by Director Harris, seconded by Director Marinich to nominate the following as officers:
 
President:                   Barbara J. Fiala
Vice-President:           Jerry F. Marinich
Secretary/Treasurer:    Marie Kalka
 
Motion carried unanimously and the Secretary was directed to cast one ballot for the slate of officers nominated.
 
The 2009 annual report of the Corporation was presented for review. Details were discussed by Director Kalka and Mr. Knebel. After review, a motion was made by Director Harris, seconded by Director Marinich to accept said report and place on file.
 
Motion carried unanimously.
 
The 2011 budget for the Corporation was presented. After review by the Board and brief discussion a motion was made by Director Harris, seconded by Director Marinich to adopt the proposed 2011 budget and place on file.
 
Motion carried unanimously.
 
Mr. Sluzar then discussed the Corporation’s obligations under the New York State Public Authorities Act. As with past years, he indicated that the Corporation should adopt on an annual basis a Code of Ethics, Whistle Blower procedure and Investment and Deposit Policy. The following resolution for consideration by the Board: 
 
 
RESOLUTION RE-ADOPTING THE BTASC CODE OF ETHICS, WHISTLE
BLOWER PROCEDURE AND INVESTMENT AND DEPOSIT POLICY
 
            WHEREAS, the directors of the BTASC have reviewed the Code of Ethics, Whistle Blower Procedure and Investment and Deposit Policy previously adopted by the BTASC and desire to re-adopt them in their entirety, now, therefore, be it
 
            RESOLVED, that on motion made and seconded, the Broome Tobacco Asset Securitization Corporation hereby re-adopts the BTASC Code of Ethics, Whistle Blower Procedure and Investment and Deposit Policy.
 
The above resolution was moved by Director Marinich and seconded by Director Harris. 
 
Motion carried unanimously.
 
The Directors then began a discussion about the Corporation’s Procurement Policy. Typically the Corporation purchases financial services. It does not, however, purchase other goods and services.  Nevertheless, the Corporation should adopt a procurement policy. The following resolution was presented:
 
 
RESOLUTION ADOPTING A PROCUREMENT POLICY
 
            WHEREAS the Directors of the BTASC have determined that it is in the best interest of the Corporation to have a uniform Procurement Policy in connection with the procurement by the Corporation of goods and services, and
 
            WHEREAS the Directors of the BTASC have reviewed the Broome County Purchase Procurement Process Manual and desire to adopt the Manual as the BTASC Procurement Policy, now, therefore, be it
 
            RESOLVED that a motion made and seconded the Broome Tobacco Asset Securitization Corporation hereby adopts the Broome County Purchase Procurement Process Manual as may be amended from time to time as the Procurement Policy for the BTASC.
 
The above resolution was moved by Director Marinich and seconded by Director Harris. The resolution passed unanimously.
 
A motion to adjourn was made by Director Harris, seconded by Director Marinich. Motion carried unanimously and meeting was adjourned at 12:40 p.m.
 
K:\JSluzar\BTASC\Directors Minutes 11.29.10