Chester County Economic Development Council

“Ccedc amended and restated its bylaws as of october 24, 2019. Below are significant changes made to the bylaws. Restating the purposes of the organization to the following: the purposes of the ccedc are to promote the common economic interests of chester county and the southeastern pennsylvania region and to foster economic growth in the region, consistent with sound regional planning, by providing means of low interest financing for new and existing businesses, site selection, assistance, grant management and other services; and as necessary or desirable in furtherance of the foregoing purposes, to purchase, own, lease, mortgage, manage, sell, renovate, repair and improve land and buildings or any interest therein, and in general, to do all things necessary, incidental and proper to accomplish said purposes, including providing administration services to nonprofit and governmental organizations organized to carry out such purposes and borrowing and lending money, all without pecuniary gain or profit, incidental or otherwise, accruing to any of its members. Restating the membership policies of the organization to the following: the members of the ccedc shall consist of the ccedc's investors. In keeping with the requirements of regulations promulgated under the pennsylvania industrial development authority law, membership in the ccedc is open to all persons interested in economic and industrial development in chester county and otherwise in the southeastern pennsylvania region and willing to invest in the ccedc in accordance with the ccedc investor program. The full membership of ccedc shall annually elect the board of directors of the ccedc at a meeting held electronically. The members shall each be sent a ballot of nominees (hereinafter defined) via electronic transmission. Members shall have an opportunity to ask questions of the board of directors or officers via email and vote on the slate of nominees. Participation in the electronic meeting by voting or other action of a member will constitute the presence of, or vote or action by, or consent or dissent of the member. The membership of ccedc shall have an annual meeting, as scheduled by the board of directors. The annual meeting will coincide with the ccedc's annual stakeholders' event, at which meeting, the members shall receive the ccedc's annual report. Restating the directors policies and additional positions and roles as follows: board of directors: the government of the ccedc, the formulation of its policies, the general direction of its work and the control of its property shall be vested in its board of directors, consisting of elected directors, governmental directors, ex officio directors, directors emeriti and honorary directors. Elected directors: elected directors shall number not less than 7 nor more than 38 members. Elected members shall each serve for a term of 3 years. Any elected director may be re-elected for a second term at the expiration of his or her first term, but shall not be a candidate for more than 2 consecutive terms; provided, however, that directors who are serving as officers or who are members of the executive committee shall not be subject to the term limitation while they are so serving. Governmental directors: the board of directors of the ccedc shall, at all times, include among its members governmental directors. The governmental directors shall be: 1. A designated representative from the chester county commissioners office. 2. Executive director of the chester county planning commission. 3. Executive director of the chester county department of community development. 4. Chairman of the chester county industrial development authority or a designated representative. 5. Chairman of the central and western chester county industrial development authority or a designated representative. 6. Chairman of the uwchlan township industrial development authority or a designated representative. Governmental directors shall have no term limits. Gov”

“Restating the officers policies and positions as follows: officers: the officers of the ccedc shall consist of a chairman, vice chairman, president/chief executive officer (ceo), vice president/ chief operating officer (coo), chief financial officer (cfo), treasurer, secretary and assistant secretary, ethics compliance officer and alternate thereto and such other or assistant officers as the board of directors may determine. Any two or more offices may be held by the same person. Election and appointment of officers: the board of directors shall elect from among the board of directors the chairman, vice chairman, treasurer and secretary, each for a term of 2 years, being elected from among the board of directors. The president/ceo, vice president/coo, cfo and assistant secretary shall be appointed by the board of directors and shall have no term but shall serve at the pleasure of the board. Vacancies in any of the foregoing positions shall be filled by the executive committee. Removal and resignation of officers: any officer of the ccedc may be removed, with or without cause, at any time by a majority vote of the directors then in office. Any officer may resign from office at any time. Bonding of officers: the positions of treasurer, president/ceo, cfo and all other members or officers authorized by the board of directors to sign checks shall be bonded in an amount approved by the board, the fee for such bonding to be paid by the ccedc. The amended and restated bylaws include the following committees: 1. Nominating committee 2. Human resources committee 3. Budget and finance committee 4. Marketing/public relations committee 5. Redevelopment committee 6. Loan review committees 7. Ag loan committee 8. Business achievement awards dinner committee 9. Strategic planning committee 10. Orientation committee each committee has a quorum which consists of a simple majority of voting members for the transaction of business at a board meeting. Restating the policies for amendments: these bylaws may be amended, repealed or altered, in whole or in part, or added to in any manner not inconsistent with the statutes of the commonwealth of pennsylvania, or the provisions of the articles of incorporation, solely by a majority vote of the board of directors present at any regular or special meeting duly convened after 5 days written notice to the directors of the intention to take such action, which notice shall include a copy of the proposed alteration, amendment or repeal, or the proposed new bylaw or bylaws. A copy of any such alteration, amendment or repeal, or the proposed new bylaw or bylaws, or a summary statement with respect to the same, shall be kept and delivered to the pennsylvania industrial development authority as part of the ccedc's annual report each year.”

“The organization has members. See part vi sec a line 4 disclosure on sch o for additional information regarding members.”

“Members elect board of directors. See part vi sec a line 4 disclosure on sch o for additional information regarding members.”

“Form 990 is initially reviewed in detail by the cfo to ensure accuracy and consistency with the audited financial statements and then subsequently is reviewed with the executive committee of the board prior to filing.”

“Conflict of interest policy is reviewed annually by the executive committee and approved by the board.”

“Hr committee of board meets all these requirements.”

“These documents are made available to the public only upon direct request to the organization.”

“There has been no change from prior years in the processes for audit oversight or selection of an independent accountant.”