N.Y. General Municipal Law § 44: Governing board; creation and membership

§ 44. Governing board; creation and membership. 1. Every cooperative

investment agreement shall be administered by a governing board. The

numerical membership of the board shall be not less than ten percent of

the total number of participants in the agreement as of April first each

year; provided, however, that in no event shall the numerical membership

of the board be less than three, except in those instances where the

cooperative investment agreement has only two participants, in which

event the numerical membership of the board shall be two; and provided

further that in no event shall the numerical membership of the board be

more than fifteen. All board members shall be chief fiscal officers

of participants or such other officers or employees of participants

having knowledge and expertise in financial matters. Candidates for

board membership shall be nominated by the participants they represent.

2. Of the initial governing board members, one-third shall serve one

year terms, one-third shall serve two year terms, and one-third shall

serve three year terms. In the event that the board has only two

members, one member of the initial board shall serve a two year term and

the other member shall serve a three year term. Thereafter, all board

members shall serve three year terms. An annual election shall be held

for those board members whose terms have expired. The first such

election shall be held within ninety days of the date on which the

participants enter into the cooperative investment agreement.

Thereafter, the board shall establish an annual date for the

election. All participants shall be given at least thirty days notice

of an election and the opportunity to vote by mail or proxy.

3. If a member becomes ineligible for office because he or she is no

longer the chief fiscal officer or other officer or employee of a

participant or the municipal corporation he or she represents is no

longer a participant in the agreement, or if for any other reason a

member resigns or can no longer fulfill the obligations of membership,

then the remaining members of the board may appoint an eligible chief

fiscal officer to fill the vacancy until the next annual election at

which time the unexpired term of the vacancy shall be filled in the

same manner as all board member positions.

4. A quorum of the members must be present to transact any board

business. Two-thirds of the membership shall constitute a quorum. To

transact any business or exercise any power, the board shall act by a

majority vote of the members present at any meeting at which a quorum

is in attendance. A member of the board may designate a representative

to attend meetings, vote or otherwise act on his or her behalf.

5. The board shall meet at least quarterly at dates and times to be

established by the members of the board.

6. All members must have an appropriate bond or undertaking in an

amount to be determined by the board. The cost of such bond or

undertaking shall be deemed to be an expense incurred by the board in

administering the investments made pursuant to the agreement.

7. The provisions of article eighteen of this chapter shall apply to

the governing board as if the governing board were a municipality. No

member of the governing board shall have an interest in a contract

entered into by the governing board prohibited by section eight hundred

one of this chapter. In addition, except as provided in section eight

hundred two of this chapter, an officer or employee of a participant

shall be prohibited from having an interest, as defined in subdivision

three of section eight hundred of this chapter, in any contract entered

into by the governing board of the cooperative investment agreement.

8. No member may receive compensation from the cooperative investment

agreement for service as a board member, but may be reimbursed for

actual and necessary expenses incurred in the performance of his or

her official duties as a board member.