JAMESTOWN – The Jamestown City Council has received an update on the question of whether or not it would be able to make changes to the bylaws of the Jamestown Local Development Corporation (JLDC).
On Monday night City Attorney Marilyn Fiore-Lehman and City Clerk Todd Thomas explained why changes were made to the JLDC bylaws late last year without needing approval by the City Council.
Under the JLDC’s original bylaws, it stated that any amendments approved by the JLDC board of directors must also be approved by the full city council before going into effect. However, the JLDC approved its new bylaws at the end of November 2017 and they immediately went into effect, without approval of the city council.
Fiore-Lehman explained that because the city council had signed off on a new Certificate of Incorporation earlier in 2017, it meant that the JLDC could unilaterally change its bylaws without needing final approval from the city council.
“With the adoption of the certificate of incorporation which was approved by the State of New York, it essentially eliminated the need for the council to approve any further changes or amendments to the JLDC bylaws,” Fiore-Lehman said.
The issue of the bylaws being changed without council approval became a concern earlier this year with new council member Andrew Liuzzo (R-At Large), who noted that among those JLDC bylaw changes was a rule that shifts the power of appointment for three JLDC board seats from the organizations they represent over to the mayor, when the president of any of those respective organizations is unable to serve.
Liuzzo said he felt the changes gave the mayor too much power in deciding the makeup of the JLDC board and asked if it was possible for the city council to act on amending that section of the bylaws back to how it was originally written. Under the revised bylaws, Jamestown Mayor Sam Teresi was able to appoint Jamestown Community College director of development Tim Smeal to represent the Manufacturer’s Association of the Southern Tier (MAST) on the JLDC board, rather than go with MAST’s selection of John Zabrodsky.
Last week Jamestown Mayor Teresi asked both Fiore-Lehman and Thomas to research the matter.
“What came out [of the research] is that the city council has never had the authority to change the [JLDC] bylaws,” Thomas explained. “Previously under the older documents there was the possibility of approval for changes that originated with the corporation, but it is a separate not-for-profit corporation akin to the Humane Society, or Infinity, or anything else. It’s just that the genesis [of the JLDC] came out of the city.”
Following Thomas’s explanation, Liuzzo then asked if it was possible for any of the three city council members who serve on the JLDC board to bring a resolution forward at the next JLDC meeting so it can at least be voted on.
“I’m just saying that we have an opportunity to make things right,” Liuzzo said. “Not everything we do is correct. Sometimes we make mistakes and sometimes we just need to look at it and say, ‘maybe we should change this and make things right.'”
The three council members that currently serve on the JLDC board are council president Marie Carrubba (D-Ward 4) and finance committee chair Tony Dolce (R-Ward 2) who each serve due to their respective roles on the city council. In addition, councilwoman Kim Ekclund (R-At Large) also serves as a city council appointee of the mayor. All three appeared to be in support of the bylaw changes and as a result it’s unlikely they would bring the requested amendment resolution to the JLDC board.
The JLDC is a not-for-profit corporation created by the Jamestown City Council in April 1981 which serves as the lending agency of the City of Jamestown’s Department of Development. Recently it has been proposed that the JLDC serve as the purchasing agent of the city’s wastewater treatment plant by borrowing money to make the purchase and then using rates from the Board of Public Utilities Wastewater division to pay back the loan. The plan could generate as much as $16 million and serve as a capitol fund to address various city needs, including infrastructure, equipment and vehicles, and property tax stabilization.