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Board By-Laws

Workforce Development Board, Inc.of Oswego County By-Laws


SECTION 1    The name of this organization shall be the Workforce Development Board, Inc. of Oswego County, hereinafter referred to in these by-laws as the Board.

SECTION 2    The Board shall be authorized by the provisions of the Workforce Innovation & Opportunity Act of 2014 (WIOA), Public Law 113-128, and the Oswego County Legislature , and shall provide policy guidance for and exercise oversight of the Local Workforce Development Area (LWDA) as set forth in WIOA.

SECTION 3    The official location will be:

                                    SUNY Oswego Office of Business and Community Relations

                                    Business Resource Center

                                    121 East First Street

                                    Oswego, NY 13126



SECTION 1    The business of the Board is to organize the Workforce Development System (WDS) of Oswego County, making it more effective, efficient and infusing quality, to provide trained employees for business and industry. The customers of the workforce development board are all those who require a job and businesses requiring a labor force.

SECTION 2    Notwithstanding any other provision of these by-laws, the organization is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954.

SECTION 3    No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, officer of the organization or any private individual shall be entitled to share in the distribution of any of the assets on dissolution of the organization.

SECTION 4    No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC Section 501 (h), or participating in, or intervening (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

SECTION 5    The program year of the Board shall be July 1 to June 30. 



SECTION 1    The Board is responsible for organizing the WDS in a customer focused way.

SECTION 2    The Board shall define the components of the system based on customer needs and expectations, as well as the system’s resources.

SECTION 3    The Board shall set quality standards through a customer satisfaction system.

SECTION 4    The Board will establish skill standards (transferable, occupational and                      academic) as related to getting and keeping work.

SECTION 5    The Board shall collect data and issue reports for continuous improvement.

SECTION 6    The Board shall solicit the input and participation of the local business community in the provision of program services.

SECTION 7    The Board shall issue reports certifying that Board standards have been met.

SECTION 8    The Board will inform and participate in regulatory reform as appropriate for the WDS.      

SECTION 9    The Board shall construct its own by-laws and will develop and approve an annual budget for its internal activities and ensure that an annual audit/desk review is completed.

SECTION 10  The Board shall designate eligible training providers.

SECTION 11  The Board shall make available to the public through open meetings information regarding the activities of the Board, information on any Federal or State plans, Board membership, the designation of One-Stop Operators and the award of grants or contracts to eligible providers of youth activities.

SECTION 12  Indemnification – Each Director, Executive Director, former Executive Director and officer of this Corporation including past Directors and officers, shall be indemnified by the Corporation against any and all expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceedings in which he is made a party by reason of his being or having been a Director of the Corporation except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of his duties as such Director; and such right of indemnification shall not be deemed exclusive of any other rights to which he may be entitled under any by-laws, agreement, vote of members or otherwise. 



SECTION 1    The size of the Board shall be between nineteen (19) and thirty-one (31) members as determined by the Board, consistent with all requirements of the WIOA section 107(b).

SECTION 2    Any vacancy or new position on the Board shall be appointed by the Chairperson of the Oswego County Legislature, who serves as the Chief Elected Official (CEO).   The CEO shall establish the initial and any subsequent duration of membership as recommended by the Board as follows:

1)    Representatives of the private sector, who shall constitute a majority of the membership of the Board and who shall be owners of business concerns, chief executives or chief operating officers of non-governmental employers or other private sector executives who have substantial management, decision making or policy responsibility;

2)  Private sector representatives on the Board shall reasonably represent the industrial and demographic composition of the business community. At least two of such business and industry representatives shall be representatives of small business.  For the purpose of this paragraph, the term "small business" means private for-profit enterprises employing 500 or fewer employees; businesses must have at least 2 employees other than the owner or partners;

3)   Not less than 20% of the entire Board must be workforce representatives of the workforce within the local area must include one or more representatives of labor organizations and one representative from a joint labor-management apprenticeship program, or an apprenticeship program in the area (if it exists); may include representatives of community-based organizations with experience at addressing the employment needs of individuals barriers to employment and may include representatives of organizations with demonstrated experience addressing employment, training/education needs of eligible youth (including out-of-school youth);

4)  One representative administering adult education and literacy activities under Title II must be included;

5)  One representative of higher educational institutions (including community

      colleges) must be included;

6)  Representatives of local educational agencies and community-based

     organizations with experience addressing education or training needs of

     individuals with barriers to employment may be included;

7)  One representative of economic and community development entities must be included;

8)  One representative of Wagner-Peyser programs must be included;

9)  One representative of Vocational Rehabilitation programs must be included;

10)  Representatives of agencies or entities administering transportation, housing, and public assistance programs; and representatives of philanthropic organizations may be included; and 

11)  Any other individuals or representatives of entities that the CEO may determine to be appropriate.

SECTION 3    Members shall be appointed for staggered three-year terms and may be considered for reappointment. 

SECTION 4    Membership on the Board shall cease when:

1)  The member offers his/her resignation to the Chairperson of the Board;

2)  The member is not re-appointed after completion of the term;

3)  The member is absent for more than fifty percent (50%) of regular or committee meetings held during a program year, unless excused by the Chairperson or Committee Chair; and

4)  The organization or activity the member represents ceases to exist, or member is no longer with the organization or activity (unless said member continues to meet necessary criteria for original seat or other existing vacancy), or the organization or activity this member represents withdraws that representative's name from membership.

SECTION 5    Each member of the Board shall serve on at least one standing committee.

SECTION 6    Each member of the Board shall be entitled to one vote during a regular, specially called, or committee meeting in which said member is present and provided a quorum, except where a real or perceived conflict of interest occurs.  Only the elected WDB member shall be allowed to vote and proxy voting will not be allowed.

SECTION 7    Conflict of interest, real or perceived, will not be tolerated. Any duality of interest or real or perceived conflict of interest on the part of any board member shall be disclosed to other board members and made a matter of record, either through an annual procedure or when the interest becomes a matter of board action. Any board member having a duality of interest or conflict of interest, real or perceived, on any matter shall not vote or use his/her personal influence on the matter. The minutes of the meeting shall reflect that a disclosure was made and the abstention from voting. The conflict of interest policy shall be reviewed annually for the information and guidance of board members and that any new members be advised of the policy upon entering the duties of his/her office. There shall be an annual submission of disclosure regarding possible conflict of interest.



SECTION 1    The Board shall elect a Chairperson and Vice-Chairperson who shall be representatives of the private sector, and a Secretary/Treasurer who will not be one of the required partners in the workforce development system. Said officers shall serve for a two-year term, commencing on January 1 and completing on

December 31. Officers will serve no more than 3 consecutive two-year terms in each office.

SECTION 2    Functions and responsibilities of said officers shall be as follows:

1) Chairperson

a)  Shall preside at all meetings of the Board;

b)  Shall establish agendas for each regular Board meeting;

c)  Shall sign, on behalf of the Board, all necessary legal documents;

d)  Shall appoint Ad Hoc committee(s), as determined necessary;

e)  Shall be the official representative of the Board, as required;

f)   May call special meetings of the Board;

g)  Shall call special meetings of the Executive Committee when a quorum of the full Board cannot be met, as described in Article XI, and

h)  Other responsibilities as determined by the Board.

2) Vice-Chairperson

a)  Shall assume all responsibilities of the chairperson, noted herein, in his/her absence.

3) Secretary/Treasurer

a)  Shall monitor the control, receipt, and custody of all assets of the Board;

b)  Shall monitor the disbursements as authorized by the Executive Committee;

c)  Shall report the receipt, use, and disbursement of all assets of the Board;

d)  Shall exercise the powers and perform such other duties usually incidental to the office of secretary/treasurer; and

e)  Shall exercise such powers and perform such other duties as may be assigned by the Chairperson or Executive Committee.

SECTION 3    Immediate Past Chairperson

a)  Shall exercise such powers and perform such other duties as assigned by the Chairperson or Executive committee.

SECTION 4    Said officers shall be elected by a majority vote of the members present at the last meeting of the year.



SECTION 1    The Board Chairperson shall appoint a Nominating Committee consisting of three (3) Board members for the purpose of nominating officers for the next term.

SECTION 2    The Committee shall, at the final meeting of the year, submit to the Board a slate of officers to assume office on the first day of July following their election.

SECTION 3    The Committee shall nominate Board members representing the private sector for the position of Chairperson and Vice Chairperson and a Secretary/Treasurer from members not in the partner community.

SECTION 4    The Director of Workforce Development shall mail to all Board members, not later than ten (10) days prior to the annual election, a list of nominees recommended by the Nominating Committee.



SECTION 1    Executive Committee

1)  The Executive Committee shall be made up of officers of the Board, the immediate past chairperson and chairs of each of the standing committees. The executive committee will regularly review, approve and take action as appropriate with regard to the WIOA program; review, approve and take action as appropriate with regards to its finances, recommend designation of One-Stop Operator, foster communication and coordination between committees, revise the by-laws, as required, evaluate committee and Executive Director performance, oversee publics relations for the Board, and other responsibilities as designated by the Board.  In addition, the Executive Committee shall be responsible for all financial and insurance aspects including:

a)   Reviewing all financial reports/documents as needed but no less than four times per year;

b)   Reviewing all insurance policies and making recommendations to the Board as needed;

c)   Establishing and reviewing all financial policies.


2)   The Executive Committee will, at the end of each year, perform the following functions for the Board:

a)     Nomination of committee appointments;

b)    Review of meeting attendance as described in Article IV, Section 4 making recommendations to the Board as appropriate;

c)     Review of Board by-laws, making recommendations to the Board as appropriate;

d)    Review of Board administration, making recommendations to the Board as appropriate;

e)     Review of the WDB-CEO Agreement, making recommendations to the Board as appropriate.

f)     Oversee the One-Stop Operator.

g)    Setting standards for the One-Stop Operator and One-Stop Centers.

h)    Franchising the One-Stop Operator and One-Stop Center.


3)   In the event the Chairperson must call a special meeting of the full Board, the Board will be polled and if a quorum of the Board cannot be assembled in a timely manner, the Chairperson will then call upon the Executive Committee to meet and act on items needing immediate attention.  Any action taken by the Executive Committee will then be reported to the full Board at the next regularly scheduled meeting.

SECTION 2   Business Development Committee

1)  The Business Development Committee shall be composed of a representative group from the full Board and possess the skills necessary to carry out the functions of the committee. Functions and responsibilities of the Business Development Committee shall include:

a)     Identifying and monitoring the business services to be provided through the system;

b)    Oversee public relations about business services;

c)     Convene focus groups and community roundtables for identifying future workforce needs as related to economic development;

d)    Identifying available funding and assist in grant writing for employer training needs;

SECTION 3    Skills and Training Committee

1)    The Skills and Training Committee shall be composed of a representative group from the full Board and possess the skills necessary to carry out the functions of the committee. The functions and responsibilities of the committee shall include:

a)     Reviewing and approving training programs;

b)    Overseeing training providers inventory;

c)     Evaluating training providers and programs;

d)    Identifying strategies for addressing skill gaps;

e)     Issuing consumer report cards for programs;

f)     Overseeing the implementation of the Strategic Plan;

g)    Monitoring training program performance data.

h)    Monitoring continuous quality improvement and job seeker customer satisfaction in centers and partner organizations.

SECTION 4    Youth Council

1)  The Youth Council shall be composed of a representative group from the full Board and other appropriate community members and possess the skills necessary to carry out the functions of the committee.  The functions and responsibilities of the committee include:

a)     Assisting in developing the local workforce plan pertaining to youth and youth services;

b)    Approving eligible providers of youth services;

c)     Coordinating youth workforce development activities;

d)    Overseeing public relations about youth programs.

SECTION 5    Partners’ Roundtable

1)   The Partners’ Roundtable shall be comprised of the executives of partner agencies (Employment and Training, Department of Social Services, Department of Labor, ACCES-VR, ARISE, Cayuga Community College, BOCES, Oswego County Opportunities, and Oswego Industries).  The functions and responsibilities of the committee include:

a)     Focusing on services to customers that would reduce duplication and save money that could be reinvested into the system;

b)    Identifying and implementing “best practice” customer service strategies to universal population;

c)     Overseeing public relations for the partners;

d)    Annually negotiating and preparing the MOU and cost allocation plan among the partners.


SECTION 1    There will be quarterly meetings of the Board, to be held a minimum of four times per year.

SECTION 2    Special meetings may be called at the discretion of the Chairperson.

SECTION 3    All committees shall meet, minimally, twice per year.  The Executive Committee’s, year end meeting will address items, as outlined in Article VII, Section 1, and other times as needed.

SECTION 4    Special committee meetings may be called at the discretion of the Committee Chairperson or by a majority of any committee.

SECTION 5    A quorum shall be constituted by a majority of the members of the Board.

SECTION 6    Resolutions shall be passed by a majority of the members of the Board.


SECTION 1    Recommended changes in the by-laws and WDB-CEO Agreement shall be submitted in writing by a Board member to the Chairperson.

SECTION 2    The Chairperson will review recommended changes with the Executive Committee and will notify the full Board of proposed changes at least 10 days prior to the regular meeting at which amendments are to be considered.

SECTION 3    Amendments to the by-laws and WDB-CEO Agreements shall be passed by a majority of the members.



SECTION 1    In the event of dissolution, all of the remaining assets and property of the organization shall, after payment of necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purposes for which this organization was formed.
















Adopted June 7, 2000

Last revised April 19, 2018