Code of Ethics and Conflict of Interest Policy – CCIDA, CREDC, CRC

County of Chautauqua
Industrial Development Agency (“CCIDA”)

Chautauqua Region Economic Development Corporation (“CREDC”)

and

Chautauqua County
Capital Resource Corporation (“CRC”)

Code of Ethics and Conflict of Interest Policy

This Code of Ethics is adopted upon approval by the respective Boards of each corporation in accordance with Section 2824 of the Public Authorities Law and applies to all members, directors, committee members, officers and employees of the County of Chautauqua Industrial Development Agency (CCIDA) and its affiliates: Chautauqua Region Economic Development Corporation (CREDC), Chautauqua County Capital Resource Corporation (CRC) and any other affiliated entities that may hereafter be established (hereinafter collectively referred to as the “Agency”).

This Code of Ethics shall serve as a guide for official conduct and is intended to enhance the ethical and professional performance of the Agency’s members, directors, officers and employees and to preserve public confidence in the Agency’s mission.

ARTICLE I
Conflicts of Interest

A conflict of interest is a situation in which the financial, familial, or personal interests of a member, director, officer or employee 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 a member, director, officer or employee can personally benefit from actions or decisions made in their official capacity, or where a member, director, officer or employee 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 a member, director, officer or employee may have a conflict.

“Actual” conflicts of interest are situations where a member, director, officer or employee can personally benefit from actions or decisions made in their official capacity, or where a member, director, officer or employee is influenced to act in a manner that does not represent the best interests of the Agency.

Except for Prohibited Conflicts of Interest as set forth in Article V herein, Perceived and Actual conflicts of interest should be treated in the same manner for purposes of disclosure under Article IV herein.

ARTICLE II
Standards of Conduct

1. No member, director, officer or employee of the Agency should accept other employment which will impair their independence of judgment in the exercise of their official duties.
2. No member, director, officer or employee of the Agency should accept employment or engage in any business or professional activity which will require them to disclose confidential information which they have gained by reason of their official position or authority.
3. No member, director, officer or employee of the Agency should disclose confidential information acquired by them in the course of their official duties nor use such information to further their personal interests.
4. No member, director, officer or employee of the Agency should use or attempt to use their official position to secure unwarranted privileges or exemptions for themselves or others; provided, however, nothing herein shall prohibit any business or enterprise in which such member, director, officer or employee may have a financial interest from obtaining financial assistance provided that the Prohibited Conflicts of Interest provisions of Article V herein are not violated.
5. No member, director, officer or employee of the Agency should 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; provided, however, nothing herein shall prohibit any business or enterprise in which such member, director, officer or employee may have a financial interest from obtaining financial assistance provided that the Prohibited Conflicts of Interest provisions of Article V herein are not violated.
6. No member, director, officer or employee 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.
7. Each member, director, officer and employee of the Agency should abstain from making personal investments in enterprises which they have reason to believe may be directly involved in decisions to be made by them or which will otherwise create substantial conflict between their duty in the public interest and their private interest; provided, however, nothing herein shall prohibit any business or enterprise in which such member, director, officer or employee may have a financial interest from obtaining financial assistance provided that the Prohibited Conflicts of Interest provisions of Article V herein are not violated.
8. Each member, director, officer or employee 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 his or her trust.

Notwithstanding anything contained in this Article II to the contrary, nothing shall prohibit any member, director, officer or employee of the Agency from acquiring property adjacent to or otherwise proximate to the lands in which the Agency has an interest, provided that such acquisition is not based upon the use of confidential information obtained by such member, director, officer or employee of the Agency in his capacity with the Agency as determined by such member, director, officer or employee after consultation with the Ethics Officer and counsel to the Agency.

ARTICLE III
Gifts

Pursuant to and in accordance with Section 805-a of the General Municipal Law, no member, director, officer or employee of the Agency shall directly or indirectly, solicit any gift, or accept or receive any gift having a value of seventy-five dollars or more under circumstances in which it could reasonably be inferred that the gift was intended to influence such individual, or could reasonably be expected to influence such individual, in the performance of the individual’s official duties or was intended as a reward for any official action on the individual’s part.  Inferences that gifts having a value of less than seventy-five dollars can influence or reward members, directors, officers or employees of the Agency is deemed to be unreasonable.

ARTICLE IV
Procedures for Disclosing a Conflict of Interest

Except for Prohibited Conflicts of Interest as set forth in Article V below, all members, directors, officers or employees of the Agency shall adhere to the following procedures:

1. All members, directors, officers and employees shall examine their specific facts and circumstances giving rise to the question of a conflict in order to determine:

• • whether such member, director, officer or employee can personally benefit from the actions or decisions made in their official capacity (i.e. Actual Conflict); or
  • whether a member, director, officer or employee is influenced to act in a manner that does not represent the best interests of the Agency (i.e. Actual Conflict); or
  • whether a reasonable person would conclude that such member, director, officer or employee may have a conflict (i.e. Perceived Conflict). In determining whether a reasonable person would conclude that there is a conflict, such member, director, officer or employee must assess the materiality within the context of the specific facts and circumstances.  Provided that the event giving rise to the question of a conflict is material within the context of the specific facts and circumstances, then it would be reasonable for a person to conclude that there may be a conflict.

2. All Actual and Perceived conflicts of interest shall be disclosed in writing to the Ethics Officer as soon as practicable after learning of the Actual or Perceived conflict of interest. The written disclosure must (i) identify the matter before the Agency, (ii) identify the Standard of Conduct in question and (iii) contain sufficient facts and circumstances in order to accurately convey the extent of the member’s, director’s, officer’s or employee’s interest in such matter. In addition, in the event a member of the board of directors of the Agency has a conflict, he or she shall verbally disclose the conflict during a public session of a board meeting at which the matter creating the conflict appears on the agenda.  Such verbal disclosure shall be recorded in the minutes of the meeting and be made part of the public record.
3. The member, director, officer or employee with the conflict of interest shall recuse themselves and refrain from participating in all discussions or decisions on the matter creating the conflict. In addition, in the event a member of the board of directors of the Agency has a conflict, he or she shall, in addition to the foregoing, abstain from voting on such matter creating the conflict.
4. The member, director, officer or employee with the conflict of interest shall refrain from directly or indirectly attempting to influence the discussions, decisions, deliberations or vote on the matter giving rise to such conflict.

 

ARTICLE V
Prohibited Conflicts

General Municipal Law (“GML”) Article 18 regulates financial conflicts of interest of members, directors, officers and employees of the Agency.  Therefore, notwithstanding any other provision contained in this Policy, financial conflicts of interest shall be governed solely by this Article V.

Prohibition: No member, director, officer or employee shall have a direct or indirect financial interest in a contract with the Agency where such member, director, officer or employee has some form of control over the contract (“Prohibited Interest”).

No Cure: Disclosure, recusal, and abstention will not cure a Prohibited Interest.  In order to avoid a violation of a “Prohibited Interest” the contract may not be acted upon or the member, director, officer or employee would have to resign.

Violations: Any member, director, officer or employee who is determined to have “willfully and knowingly” violated the Prohibited Interest provisions of Article 18 of the GML may be found guilty of a misdemeanor.  In addition, the contract, if willfully entered into, may be determined “null, void and wholly unenforceable”

Exceptions: Article 18 of the GML provides fifteen exceptions to the Prohibited Interest provision.  One of the more commonly claimed exceptions comes into play when the member, director, officer or employees (“officials”) interest in the contract is prohibited solely by reason of the official’s employment with the entity that has the contract with the Agency.  This exception applies provided: (a) the official’s compensation from the private employer is not contingent upon the contract between the employer and the Agency and (b) the official’s duties for the private employer do not directly involve the procurement, preparation or performance of any part of the contract.  [Note: This exception does not cover an Agency official who is a director, partner, member, or shareholder of the private employer].  The second most commonly claimed exception is where the official has an interest in a contract that was entered into with the Agency prior to the time the official was elected or appointed as such member, director, officer or employee of the Agency.  Provided, however, this exception does not authorize the renewal of any such contract.

Disclosure of Exception: Disclosure of Interest that falls within one of the Exceptions:  The official is required to publicly disclose the nature and extent of his or her prospective, existing or subsequently acquired interest in any actual or proposed contract.  The disclosure must be made in writing and must be placed, in its entirety, in the official record.  The official must recuse him or herself from participating in any discussion or action on the contract.

Notification of Potential Conflict due to a Financial Interest: Every member, director, officer or employee shall immediately notify the Agency’s Ethics Officer of any potential conflict of interest due to a direct or indirect financial interest in any matter coming before the Agency where such member, director, officer or employee has the power or duty to negotiate, prepare, authorize or approve the matter before the Agency.  The Ethics Officer shall review the potential financial conflict of interest pursuant to the provisions of Article 18 of the GML in consultation with Agency counsel.

ARTICLE VI
Penalties

 Any employee that fails to comply with this Policy may be subject to termination.  In addition, any member, director, officer or employee that fails to comply with this Policy may be penalized in a manner provided for in law.

ARTICLE VII
Ethics Officer

The Agency’s Board shall designate an officer, member, director or employee of the Agency to serve as the Ethics Officer of the Agency. In the event of a vacancy, the Agency Board Chair shall serve as the Ethics Officer until such time as the Agency Board appoints a successor.

The Ethics Officer shall report to the Board.  The Ethics Officer shall have the powers and duties set forth below, and such other powers and duties as may be prescribed by the Board:

1. Advise in confidence each member, director, officer or employee of the Agency who seeks guidance regarding ethical behavior and conflicts of interest.
2. Review matters concerning ethics and conflicts of interest and advise the Agency accordingly.
3. Receive and record disclosures of conflicts of interest.
4. Receive and investigate complaints about possible violations of this Code of Ethics. Dismiss complaints found to be without substance.
5. Report to the governance committee.
6. Prepare investigative reports when deemed appropriate of his or her findings to be submitted for action by the President/CEO or the Board.
7. Seek consultation and guidance from counsel to the Agency, the Agency’s governance committee, or any appropriate New York State agency.

ARTICLE VIII
Implementation; Annual Review

This Code of Ethics shall be provided to all members, directors, officers and employees of the Agency upon commencement of employment or appointment and shall be reviewed annually by the Agency’s Governance Committee.

Amended and Restated this 26^th day of September, 2023 by the respective Boards of each corporation referenced above.