Roles and Responsibilities of PathStone Development Corporation Board Members

PathStone Development Corporation (“PDC”) is the affiliate of PathStone Corporation that is responsible for the development of affordable housing projects throughout the PathStone footprint. The duties of PDC’s Board of Directors include providing strategic direction and oversight of PathStone’s real estate development (“RED”) line of business; reviewing and evaluating RED projects and the acquisition and/or development of such projects, as proposed by PathStone’s RED staff; reviewing and providing strategic financial direction with respect to projects under development and the PathStone affordable housing portfolio; and providing guidance to RED staff regarding best practices and relevant trends in real estate development. It is anticipated that the PDC Board will also be charged with developing strategic objectives and measurable outcomes for the short- and long-term direction of real estate development that is consistent with the interests and priorities of the PathStone organization.

PDC directors serve staggered, three-year terms. No director may serve more than three consecutive full three-year terms. The PDC Board currently meets on the fourth Thursday of every other month from 12:00 – 2:00 at the PathStone Corporation headquarters at 400 East Avenue, with a complimentary lunch being provided. Consideration may be given to having shorter, monthly meetings, rather than the two-hour bi-monthly meetings. Attendance at Board meetings is particularly important as these meetings provide the primary opportunity for Board input regarding policies and are necessary for Board action. Directors may attend Board meetings via teleconference or, possibly, video conference. It is anticipated that the PDC Board will include directors representing PathStone’s regional real estate development affiliates.

In addition to the Board meetings, directors may volunteer or be asked to participate in the Housing Development or Finance committee. These committees will meet as needed; currently, the Finance Committee meets bi-monthly.

Because PDC may provide its guarantee of a RED affiliate’s financial obligations to the United States Department of Housing and Urban Development (“HUD”), a PDC director may be required to disclose to HUD certain personal information, including the director’s Social Security number.

A PDC director is protected against claims made against such director by reason of the director’s service as a director of PDC, as long as the director has acted in good faith and in accordance with applicable law. In addition to the protection provided by statutory provisions of New York law, the PDC by-laws provide for indemnification of PDC directors, and PDC directors are covered by directors and officers liability insurance maintained by PathStone Corporation.

PDC directors are not expected to make financial contributions to PDC. PDC is a self- sustaining nonprofit with a strong balance sheet. Most operating revenue is generated from developer fees. Rather, a director’s responsibility is based upon providing the director’s professional expertise in helping to make good development decisions, creating opportunities through a director’s contacts, and resolving development-related issues.

Job Description for Board Members of PathStone Management Corporation

1. Understand and support the Mission of PathStone Corporation. Be especially knowledgeable of the specific mission of PathStone Management Corporation to which you have been elected to serve. Become knowledgeable of PathStone Corporation’s multiple lines of business and services.

2. Carefully review and understand the Bylaws of PathStone Corporation and the PathStone Management Corporation.

3. View PathStone Corporation and the PathStone Management Corporation to which you have been elected as a primary beneficiary of volunteer activities and charitable giving. Support fundraising efforts of PathStone Management Corporation through personal giving in accordance with individual resources, and consider including PathStone Management Corporation as a beneficiary in your private Will.

4. Provide recommendations for names of potential qualified Board members of PathStone Management Corporation, so that there is a pool of potential Board members for periodic consideration by the Board of Directors in the event of a Board vacancy, or interest in expanding the Board of Directors.

5. Be willing to use personal influence and contacts to recruit new friends, talents, awareness, resources and gifts to the PathStone Management Corporation.

6. Regularly attend Board and Committee meetings, actively participate, and provide strong leadership and decision making regarding best practices for PathStone Management Corporation. Be conversant with the issues and agenda items to be discussed, and prepare for the Board meeting by reviewing all materials distributed by the President and/or Chairperson prior to the scheduled meeting.

7. Understand the program operations, budget and expenditures for all projects and programs operated by the PathStone Management Corporation.

8. Regularly participate, under the leadership and guidance of the President and Chairperson, in fundraising strategies designed to increase the funding for programs and services operated by the PathStone Management Corporation.

9. Vote in accordance with individual conviction. Challenge judgments of others when necessary, and be willing to support the majority decision of the Board by working with others in a spirit of cooperation.

10. Maintain confidentiality of all Board deliberations, and avoid acting as a spokesperson for the Board unless authorized by the Chairperson.

11. Understand the role of the Board as a policy-making body responsible for establishing strategic direction, and to avoid interjecting in the administrative duties and responsibilities of the PathStone Management Corporation

12. Be available for consultation with other Board members and to the administration and staff, especially regarding specific areas of expertise.

13. Comply with Conflict of Interest Policies and Disclosure Forms developed by the Board, and refrain from actions and involvements which might prove embarrassing to PathStone Management Corporation, and be willing to resign if it is deemed that actions have caused a conflict of interest.

PathStone Enterprise Center, Inc. is governed by a board of directors which has for the past several years has consisted of nine members. The members of the PathStone Enterprise Center board are approved by a vote of the board of PathStone Corporation. The bylaws requirements are that a member of the board must be at least 18 years of age and that the number of directors cannot be fewer than five or more than ten, and that the number can only be changed by a vote of the board. Additionally, PathStone Enterprise Center’s certification as a Community Development Financial Institution requires that our board members represent the communities that we serve with our loans and services.

The Board provides overall guidance and develops the strategic plan, sets budgets, approves applications for funding and reviews the financial status and the loan portfolio status of the Center on a quarterly basis, reviews and accepts the annual audit, approves policies and makes decisions on PathStone Enterprise Center’s vision and mission. The board monitors and approves of all loans authorized by staff (under $30,000) and the loan committee ($30,000 to $250,000) on a quarterly basis. Loans over $250,000 can only be made with prior direct board review and approval.  The board appoints the members of the loan committee. There is currently not a direct fundraising requirement, although this is subject to ongoing discussion and may be altered, and each of the directors may be asked to help with funding opportunities that they have a connection with. The board has regular quarterly meetings of between one to two hours (currently held at 11 AM on the fourth Tuesday of the months of January, April, July and October, but subject to change as necessary). Additional interim meetings may be called at the request of the chair or president when essential for the necessary business of the organization.