Bylaws, Reports, and Financial Guidelines

Adopted at Canal Corporation Board Meeting CC-1 on September 2, 1992

Amended on January 31,2017

Section 1. Principal Office

The principal office of the New York State Canal Corporation (hereinafter referred to as the "Corporation") shall be its Albany, New York office.

Section 2. Other Offices

The Corporation may also have offices at such other places as the Board of Directors of the Corporation (hereinafter referred to collectively as the "Board" and each individually as a "Board member") may from time to time determine or the business of the Board may require.

Section 3. Books and Records

Except as otherwise determined by the Board or as the business of the Corporation may require, all books and records of the Corporation shall be kept at the White Plains, New York, office of Power Authority of the State of New York (hereinafter the "Authority").

Section 1. Number, Term, Appointment and Vacancies

The number and term of Board members and the appointment and process of filling vacancies shall be governed by Title 1 of Article 5 of the New York State Public Authorities Law (hereinafter the "Power Authority Act"). The Board shall be the same persons holding the offices of Trustees of the Authority and the Chair of the Authority shall hold the same position as the Chair of the Corporation until the conclusion of his or her term. The Chair is the "appointing authority," as defined in Section 2, subdivision 9, of the Civil Service Law, and has the power to appoint and remove officers, agents and employees and fix their compensation, provided, however, that the appointment of the President and Chief Executive Officer shall be subject to confirmation by the New York State Senate in accordance Public Authorities Law Section 2852.

Section 2. Powers and Duties

The powers and duties of the Board shall be governed by the Power Authority Act and the Canal Law, and shall include those powers and duties set forth in the Public Authorities Law. To implement these powers and duties, the Board shall oversee the Corporation’s executive management in the effective and ethical management of the Corporation. The Board shall be responsible for acting in good faith, with independent judgment and shall adhere to the Authority’s code of conduct and conflict of interest procedure. The following are certain, but not all, actions by the Corporation that require an act of the Board: (a) establishment of policies regarding the payment of salary, compensation and reimbursements to, and establish rules for the time and attendance of, management; (b) adoption of a code of ethics applicable to each officer, director and employee that, at a minimum, includes the standards established in section seventy-four of the public officers law; (c) establishment of written policies and procedures on personnel including policies protecting employees from retaliation for disclosing information concerning acts of wrongdoing, misconduct, malfeasance, or other inappropriate behavior by an employee or board member of the authority, investments, travel, the acquisition of real property and the disposition of real and personal property and the procurement of goods and services; and (d) adoption of a defense and indemnification policy and disclose such policy to any and all prospective Board members.

Section 1. General

The meetings of the Board shall be governed by Article 7 of the Public Officers Law (hereinafter referred to as the "Open Meetings Law").

Section 2. Meetings

Meetings of the Board may be held at the White Plains or Albany office of the Authority or at such other place as the Board may from time to time designate. The meetings of the Board shall be held at least quarterly in accordance with a schedule adopted annually by the Board for that purpose and may be changed from time to time within that year by the Chair in consultation with the Board. Special meetings of the Board may be called by the Chair or Vice Chair upon the request of any three Board members. The Corporate Secretary shall give notice of the time, place and purpose or purposes of each special meeting by mail at least three days before the meeting or in person or by telephone, facsimile or by other electronic communication at least two days before the meeting to each Board member. The notice requirement to be given under this section may be waived by the Board member to whom such notice is required to be given. The annual meeting of the Board shall be held in March of each year, unless otherwise determined by them and at such time and place as the Board may from time to time designate. As authorized by the Open Meetings Law, meetings of the Board may be conducted by videoconferencing if the public is provided an opportunity to attend, listen and observe at any site at which a Board member participates in such meeting.

Section 3. Quorum

At all Board meetings, a majority of the members of the Board then sitting shall constitute a quorum and shall be sufficient for the transaction of business. A Board member may participate by videoconference, which shall count for quorum and voting purposes. A Board member may participate by telephone but such participation shall not count for quorum or voting purposes.

Section 1. Officers

The officers of the Corporation shall be a Chair and a Vice Chair, a Chief Executive Officer, and such engineering, marketing and legal officers and employees as the Board Chair may require from time to time, including, without limitation, the Chief Engineering Officer, Chief Legal Officer, Chief Financial Officer, Chief Marketing Officer, Chief Communication Officer, Corporate Secretary, Chief Internal Control Officer and Chief Internal Audit Officer.

Section 2. Appointment of Officers

The officers shall be appointed by formal resolution adopted by the Board at any annual, regular or special meeting of the Board, except that the Chief Internal Audit Officer, shall be appointed by the Board upon the recommendation of the Audit Committee.

Section 3. Term of Office

All officers shall each hold office until his or her successor is chosen and qualified or until his or her earlier removal, resignation or death.

Section 4. Vacancies and Removal

The Chair may fill these positions with an acting or interim appointment until such time as a permanent replacement is appointed. Any officer appointed by the Chair herein shall be subject to removal at any time by the Chair with or without cause.

Section 5. Powers and Duties

1. Chair
   The Chair shall preside at all meetings of the Board, shall be responsible for developing the strategic vision and mission of the Corporation and shall on behalf of the Board oversee the Corporation’s management in the effective and ethical management of the Corporation. The Chair may appoint such assistants and employees as he or she may deem necessary in order to perform such function and may fix their power, duties and compensations. The Chair may delegate to the Vice Chair, President and Chief Executive Officer or other officer or officers such of the Chair’s powers and functions in the general supervision of the business of the Corporation to the extent such delegation is consistent with the Power Authority Act and other applicable provisions of law.
2. Vice Chair
   The Vice Chair shall possess such powers and shall perform such duties as may be assigned to him or her from time to time by the Board. The Vice Chair shall be Acting Chair in the absence or incapacity of the Chair and shall assume the powers and perform all duties of the Chair if the Chair is unable to perform such duties for any reason. The Vice Chair, when acting in the capacity of Acting Chair under this section, may delegate the powers or duties of Chair to another Board member or the President and Chief Executive Officer during the period of disability or incapacity of the Chair.
3. Chief Executive Officer
   The Chief Executive Officer (the "President and Chief Executive Officer") shall report directly to the Board, and shall be responsible for the general supervision and direction of the operations, business and activities of the Corporation, with the exception of those activities or business units under the supervision of officers reporting to the Chair or the Board. The President and Chief Executive Officer shall supervise the Director of Canals. The President and Chief Executive Officer may sign, execute and deliver in the name of the Corporation powers of attorney, contracts, agreements, leases, notes, checks, drafts, bonds, obligations and such documents other than those required by these By-laws, law or resolution to be executed by the Chair and/or the Corporate Secretary. The President and Chief Executive Officer may, as deemed appropriate, delegate his or her powers and responsibilities to any officer.
4. Chief Engineering Officer
   The Chief Engineering Officer (the "Executive Vice President and Chief Operating Officer") of the Corporation shall report directly to the President and Chief Executive Officer, shall manage and monitor the operations of the Corporation, and shall exercise such other duties as the President and Chief Executive Officer or Board shall from time to time determine. The Executive Vice President and Chief Operating Officer may, as deemed appropriate, delegate his or her powers and responsibilities to any officers of the Authority.
5. Chief Legal Officer
   The Chief Legal Officer (the "Executive Vice President and General Counsel") of the Corporation shall report to both the Board and the President and Chief Executive Officer, and shall advise and represent the Corporation generally in all legal matters and proceedings, including legislative proceedings, shall designate those employees who shall be eligible to accept service of process on behalf of the Corporation, and shall exercise such other duties as the President and Chief Executive Officer or Board shall from time to time determine. In addition, the Executive Vice President and General Counsel, together with the Chair and the Board, shall supervise and direct the activities of the Office of the Corporate Secretary and the Office of Ethics and Compliance.
6. Chief Financial Officer
   The Chief Financial Officer (the "Executive Vice President and Chief Financial Officer") of the Corporation shall be responsible for the overall supervision of the financial activities of the Corporation, and shall exercise such other duties as the President and Chief Executive Officer or Board shall from time to time determine. The Executive Vice President and Chief Financial Officer shall report directly to the President and Chief Executive Officer and shall, when requested, give advice to the Chair and Board.
7. Chief Marketing Officer
   The Chief Marketing Officer (the "Executive Vice President and Chief Commercial Officer") of the Corporation shall report directly to the President and Chief Executive Officer, shall oversee all of the Corporation’s power programs for economic development and energy efficiency, and shall exercise such other duties as the President and Chief Executive Officer or Board shall from time to time determine.
8. Chief Communication Officer
   The Chief Communication Officer (the "Senior Vice President for Public and Regulatory Affairs") of the Corporation shall report directly to the President and Chief Executive Officer, shall oversee Community and Government Relations, Corporate Communications, and the Executive Office, and shall exercise such other duties as the President and Chief Executive Officer or Board shall from time to time determine.
9. Corporate Secretary
   The Corporate Secretary shall report to the Board, and the Executive Vice President and General Counsel, and shall attend all meetings of the Board and be responsible for maintaining the corporate record, giving notice of all meetings and affixing the corporate seal to all documents as authorized, and shall exercise such other duties as the Board shall from time to time determine.
10. Treasurer
    The Treasurer shall have general custody of all funds and securities of the Corporation and have general supervision of the collection and disbursement of Corporation funds and shall endorse on behalf of the Corporation for collection checks, notes and other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as the Board may designate. The Treasurer may sign with the Chair, or such other person or persons as may be designated for such purpose by the Board, all bills of exchange or promissory notes of the Corporation, and shall exercise such other duties as the Chair shall from time to time determine.
11. Chief Internal Control Officer
    The Chief Internal Control Officer (the "Controller") shall be in charge of the accounting operations, the preparation of fiscal accounts and the coordination of external audits of the Corporation, and shall exercise such other duties as the President and Chief Executive Officer or Board shall from time to time determine.
12. Chief Internal Audit Officer
    The Chief Internal Audit Officer (the "Senior Vice President, Internal Audit") shall report directly to the Board and shall have such other powers and perform such other duties as customarily pertain to such office, and shall exercise such other duties as the President and Chief Executive Officer or Board shall from time to time determine. The Senior Vice President, Internal Audit shall meet at least twice per year with the Audit Committee.
13. Succession – Absence or Vacancy of Office of President and Chief Executive Officer
    In the event of the incapacity or absence of the President and Chief Executive Officer, the Executive Vice President and Chief Operating Officer, shall perform the duties of the President and Chief Executive Officer. If the office of Executive Vice President and Chief Operating Officer, is vacant or the incumbent is absent, then the Executive Vice President and General Counsel shall perform the duties of the President and Chief Executive Officer. If the offices of Executive Vice President and Chief Operating Officer, and Executive Vice President and General Counsel are vacant or the respective incumbents are absent, then the Executive Vice President and Chief Financial Officer shall perform the duties of the President and Chief Executive Officer.

Section 1. Audit Committee

The Board shall establish an Audit Committee to be comprised of not less than three independent members, appointed by the Board, who shall constitute a majority on the committee, and who shall possess the necessary skills to understand the duties and functions of the Audit Committee; provided, however, that in the event that the Board has less than three independent members, the Board may appoint non-independent members to the Audit Committee, provided that the independent members must constitute a majority of the members of the Audit Committee. The Audit Committee shall have responsibilities related to: the independent auditor and annual financial statements; the Corporation’s internal auditors; oversight of management’s internal controls, compliance and risk assessment practices; and miscellaneous issues related to the financial practices of the Corporation. The committee shall, among other duties, recommend to the Board the hiring of a certified independent accounting firm for such Corporation, establish the compensation to be paid to the accounting firm and provide direct oversight of the performance of the independent audit performed by the accounting firm hired for such purposes. The Audit Committee will meet a minimum of twice a year, with the expectation that additional meetings may be required to fulfill all the required obligations and duties.

Section 2. Governance Committee

The Board shall establish a Governance Committee to be comprised of not less than three independent members, appointed by the Board, who shall constitute a majority on the committee, and who possess the necessary skills to understand the duties and functions of the Governance Committee; provided, however, that in the event that the Board has less than three independent members, the Board may appoint non-independent members to the Governance Committee, provided that the independent members must constitute a majority of the members of the Governance Committee. It shall be the responsibility of the members of the Governance Committee, among other duties to keep the Board informed of current best governance practices; to review corporate governance trends; to recommend updates to the Corporation's corporate governance principles; to review special investigations and whistleblower policies; to advise appointing authorities on the skills and experience required of potential Board members; to examine ethical and conflict of interest issues; to perform Trustee self-evaluations; and to recommend By-laws which include rules and procedures for conduct of Board business. The Governance Committee will meet a minimum of twice a year; with the exception that additional meetings may be required to adequately fulfill all the required obligations and duties.

Section 3. Finance Committee

The Board shall establish a Finance Committee to be comprised of not less than three independent members, appointed by the Board, who shall constitute a majority on the committee, and who shall possess the necessary skills to understand the duties and functions of the Finance Committee provided, however, that in the event that the Board has less than three independent members, the Board may appoint non-independent members to the Finance Committee, provided that the independent members must constitute a majority of the members of the Finance Committee. It shall be the responsibility of the Finance Committee to review proposals for the issuance of debt by the Corporation and make appropriate recommendations to the Board and perform such other responsibilities as the Board shall from time to time assign to it. The Finance Committee will meet prior to any debt issuance planned to be undertaken by the Corporation, as well at such times deemed advisable by the chair, at minimum once a year.

Section 1. Seal

The seal of the Corporation shall be a design bearing the outline of the map of the State of New York and generally indicating the route of the Canal system and bearing the words "New York State Canal Corporation" around the circumference thereof. The Secretary shall be the custodian of the seal as shown by the following impression of such seal.

Section 1. Fiscal Year

The Board shall have the power to fix, and may, from time to time, change by resolution, the fiscal year of the Corporation. Unless otherwise fixed by the Board, the calendar year shall be the fiscal year.

Section 2. Strategic Plan

The Board shall annually review a strategic plan, which shall become the basis for the development of departmental plans, the annual budget and the capital expenditure plan.

Section 3. Annual Budgets

The Board shall annually adopt and submit, as prescribed by the Public Authorities Law, an operation and maintenance budget and a capital budget for the Corporation's operating facilities and support departments.

Section 4. Capital Expenditure Plan

The Board shall review an annual capital expenditure plan which shall summarize all present and proposed capital projects.

Section 5. Expenditure Authorization Procedures

The Board shall adopt expenditure authorization procedures which shall govern the annual budget, capital expenditure plan, contract executions and all approval authorizations.

Section 6. Disbursement of Funds

The Board, except as otherwise provided in these By-laws, may authorize any officer or other employee to execute any requisition, voucher, draft or check for the disbursement or transfer of funds of the Corporation.

Section 1. Execution of Instruments

The Board, except as otherwise provided in these By-laws, may authorize any officer, employee or agent, pursuant to the expenditure authorization procedures or otherwise, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such power to execute and deliver may be general or specific; unless so authorized, no officer, employee or agent shall have any power or authority to bind the Corporation by any contract or engagement or pledge of its credit or to render it liable pecuniarily for any purpose or in any amount. The Vice President - Procurement and the Vice President - Enterprise Shared Services shall exercise the same powers under this section for the Corporation as they do for the Authority.

Section 1. Amendment

The Board shall have the power to amend, alter or repeal any provision or provisions of these By-laws at any annual, regular or special meeting.

Section 1. Annual Reports

The Board shall approve, submit and publish a certified annual report, as prescribed by the Public Authorities Law, within ninety days after the close of the Corporation’s fiscal year.

Section 2. Corporation Policies and Procedures

Unless otherwise provided by law, regulation or these By-laws, every officer or employee of the Corporation shall be subject to all Corporation policies and procedures.