NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a ...

DRAFT – SUBJECT TO REVIEW AND REVISION
RESOLVED, that on the basis of the materials (the Materials”) presented to this meeting, a copy
of which is hereby ordered filed with the records of the Corporation, the Corporation hereby
adopts the economic development program guidelines (the ”Guidelines”) for the purposes and
substantially in the form set forth in the Materials, with such changes as the President and
Chief Executive Officer of the Corporation or his designee(s) may deem appropriate; and be it
further
RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of
them hereby is, authorized to take such actions and make such modifications to the Guidelines,
including, without limiting the foregoing, modifying the guidelines apply to the administration
and operation of economic development programs, including the Economic Development
Purposes Fund program, as he or she may deem necessary or appropriate; and be it further
RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of
them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver
any and all documents and to take all actions as he or she may in his or her sole discretion
consider to be necessary or proper to effectuate the foregoing resolutions.
* * *
Next, Ms. Pallan explained that the Directors are being asked to approve the purchase
of Directors and Officers Liability Insurance for a one-year term at a premium cost of $110,000.
The policy, Ms. Pallan further explained, will provide $3,000,000 of coverage for all
Corporation and Subsidiary Corporation Board Directors, officers and staff.
Ms. Pallan outlined the various reasons that purchasing this insurance at this time is
deemed to be a prudent measure. Among those reasons is the rise of lawsuits against board
directors and officers as corroborated by an increase in claims handled by ESD’s broker with its
other clients.
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