A regular meeting of County of Chautauqua Industrial Development Agency (the "Agency") was convened in public session at the offices of the Agency located at the Riverside Industrial Center, 200 Harrison Street in the City of Jamestown, Chautauqua County, New York on December 4, 2006 at 11:15 o'clock a.m., local time.

The meeting was called to order by the (Vice) Chairman of the Agency and, upon roll being called, the following members of the Agency were:

Michael Piazza -- Vice Chairman

Michael Metzger -- Treasurer

David Bryant -- Member

Gregory DeCinque -- Member

Kim Peterson -- Member

Dennis Rak -- Member

Doreen Sixbey -- Member

ABSENT:

Maria Kindberg

Richard Star

AGENCY STAFF PRESENT INCLUDED THE FOLLOWING:

William J. Daly -- Administrative Director

Richard E. Dixon -- Chief Financial Officer

Gregory L. Peterson, Esq. -- Agency Counsel

George W. Cregg, Jr., Esq. -- Special Counsel

The following resolution was offered by Gregory DeCinque, seconded by Doreen Sixbey, to wit:

Resolution No. 12-04-2006-01

RESOLUTION AMENDING THE BYLAWS OF COUNTY OF CHAUTAUQUA INDUSTRIAL DEVELOPMENT AGENCY

WHEREAS, County of Chautauqua Industrial Development Agency (the "Agency") is authorized and empowered by the provisions of Chapter 1030 of the 1969 Laws of New York, constituting Title I of Article 18-A of the General Municipal Law, Chapter 24 of the Consolidated Laws of New York, as amended (the "Enabling Act") and Chapter 71 of the 1972 Laws of New York, as amended, constituting Section 895-h of said General Municipal Law (said Chapter and the Enabling Act being hereafter collectively referred to as the "Act") to promote, develop, encourage and assist in the acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing of civic facilities, among others, for the purpose of promoting, attracting and developing economically sound commerce and industry to advance the job opportunities, health, general prosperity and economic welfare of the people of the State of New York, to improve their prosperity and standard of living, and to prevent unemployment and economic deterioration; and

WHEREAS, pursuant to subsection (5) of Section 858 of the Act, the Agency has previously adopted its bylaws (the "Existing Bylaws"); and

WHEREAS, pursuant to the Existing Bylaws, no amendment of the Existing Bylaws may be adopted unless at least seven days written notice thereof has been previously given to all members of the Agency, or unless all members of the Agency shall have waived the right to receive such notice; and

WHEREAS, the Agency proposes to now amend said bylaws to reflect various changes thereto, including but not limited to changes therein necessary to conform to the requirements of Chapter 766 of the 2005 Laws of the State of New York (the "Public Authority Accountability Act"); and

WHEREAS, a copy of the bylaws of the Agency as so revised (the "Revised Bylaws") has been presented to the members of the Agency for their review at least seven days prior to the date of this meeting (or all members of the Agency have waived the right to receive such notice);

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF COUNTY OF CHAUTAUQUA INDUSTRIAL DEVELOPMENT AGENCY, AS FOLLOWS:

Section 1. The Agency hereby finds and determines that it is desirable and in the public interest for the Agency to adopt the Revised Bylaws as the bylaws of the Agency.

Section 2. The form and substance of the Revised Bylaws (in the form presented to this meeting) are hereby approved.

Section 3. Pursuant to subsection (5) of Section 858 of the Act, the members of the Agency hereby adopt the Revised Bylaws as the bylaws of the Agency.

Section 4. This resolution shall take effect immediately.

The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows:

The foregoing Resolution was there upon declared duly adopted.

STATE OF NEW YORK )

) SS.:

COUNTY OF CHAUTAUQUA )

I, the undersigned (Assistant) Secretary of County of Chautauqua Industrial Development Agency (the "Agency"), DO HEREBY CERTIFY that I have compared the foregoing annexed extract of the minutes of the meeting of the members of the Agency, including the Resolution contained therein, held on December 4, 2006 with the original thereof on file in my office, and that the same is a true and correct copy of said original and of such Resolution contained therein and the whole of said original so far as the same relates to the subject matters therein referred to.

I FURTHER CERTIFY that (A) all members of the Agency had due notice of said meeting; (B) said meeting was in all respects duly held; (C) pursuant to Article 7 of the Public Officers Law (the "Open Meetings Law") and said meeting was open to the general public, and due notice of the time and place of said meeting was duly given in accordance with such Open Meetings Law; and (D) there was a quorum of the members of the Agency present throughout said meeting.

I FURTHER CERTIFY that, as of the date hereof, the attached Resolution is in full force and effect and has not been amended, repealed or rescinded.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Agency this 4 day of December, 2006.

Carol A. Rasmussen (signature)

(Assistant) Secretary

(SEAL)