Ny Creates

“On december 18, 2019 ny creates became the sole member of two existing affiliated tax-exempt corporations, fuller road mangement corporation (frmc) and fort schuyler management corporation (fsmc), thus replacing their then existing members, the research foundation for the state university of new york (the reserch foundation) and suny polytechnic foundation, inc (spf). Concurrently, the research foundation and spf became the members of ny creates.”

“The research foundation for the state university of new york (the research foundation) and suny polytechnic foundation, inc (spf) are the members of the corporation. Four directors are appointed by spf, one of whom shall be appointed upon the recommendation of the new york state urban development corporation d/b/a empire state development (esd) and one of whom shall be appointed upon the recommendation of the state university of new york ("suny"); four directors are appointed by the research foundation, one of whom shall be appointed upon the recommendation of esd and one of whom shall be appointed upon the recommendation of suny; and three directors from the public at large of whom shall be elected upon the unanimous consent of the members and with the consent of esd. In addition, esd's president and ceo, or his/her designee, and the chancellor of suny, or his/her designee serve as non-voting, non-fiduciary advisory representatives to the board. The members with the ability to appoint board directors, have no power to control the board's decisions.”

“The by-laws and the certificate of incorporation may be added to, amended, repealed or replaced only by the agreement of the corporation's members. In addition, under the bylaws, the following items must be approved first by a majority vote of the corporation's board of directors and then submitted to the members for approval: (i) amendment to the corporation's cetificate of incorporation; (ii) approval of a plan of merger or consolidation of the corporation; (iii) approval of a plan of dissolution of the corporation; (iv) approval of a recommendation for the sale of all or substantially all of the assets of the corporation, (iv) admission of additional members into the corporation, and (iv) any change to the mission or purpose of the corporation.”

“There are currently no committees with the authority to act on behalf of the governing body.”

“The corporation's form 990 is prepared internally under the review of the president, treasurer and cfo. It is reviewed by the corporation's external auditors. The completed form is distributed to the audit committee and reviewed with management and the external auditors. After the audit committee reviews, the final form 990 and all required schedules is distributed to each voting board director and is approved by the board of directors prior to filing the form 990 with the irs.”

“Under the conflict of interest and related party transaction policy, directors, officers, and key employees must disclose in good faith and in writing all material facts related to conflicts of interest to the general counsel and/or ethics officer, who will advise how to proceed. The disclosure must be made part of the corporation's official records, including in the minutes of any meeting at which the conflict issue is discussed or voted on. The policy also contains provisions for recusal and abstention. Questionnaires are submitted annually to directors, officers, and key employees to determine whether any conflicts of interest or related party transactions exist.”

“For such individuals whose compensation was wholly or partially reimbursed by the corporation or related organizations, the audit committee, comprised of independent members, considered comparable salary information and documented its decision contemporaneously.”

“All governing documents, policies and financial statements are posted on the corporation's website and are available to the public, upon request, at the corporation's business office.”

“The corporation did not have a formal document retention and destruction policy as of the end of the tax year (6/30/21). The corporation was formed in 2018 and has retained its records. It is considering the adoption of a formal policy at this time.”

“The six individuals included in form 990 part vii line 1a were paid by unrelated organizations. Therefore no employees are reported on form 990 part i, line 5 or part v, line 2a.”

“The name of the organization was truncated on form 990, box c due to character limitations in this field. The complete name of the organization is: new york center for research, economic advancement technology, engineering and science corporation.”