N.Y. NYS Project Finance Agency Act7/75 § 4: New York state project finance agency

§ 4. New York state project finance agency.

1. There is hereby created the New York state project finance agency.

The agency shall be a corporate governmental agency constituting a

public benefit corporation. Its membership shall consist of the

commissioner of taxation and finance, the commissioner, the director of

the budget, the chairman of the New York state housing finance agency

and three members to be appointed by the governor with the advice and

consent of the senate. The members first appointed by the governor shall

serve for terms ending two, four and six years, respectively, from

January first next succeeding their appointment. Their successors shall

serve for terms of six years each. Members shall continue in office

until their successors have been appointed and have qualified. In the

event of a vacancy occurring in the office of any member by death,

resignation or otherwise, the governor shall appoint a successor with

the advice and consent of the senate to serve for the balance of the

unexpired term. The provisions of section thirty-nine of the public

officers law shall apply to such members. The chairman of the New York

state housing finance agency shall serve as chairman of the agency.

2. The powers of the agency shall be vested in and exercised by a

majority of the members then in office. The commissioner of taxation and

finance, the commissioner, and the director of the budget each may

appoint a person from their respective department, office or division to

represent such member, respectively, at all meetings of the agency from

which such member may be absent. Any such representative so designated

shall have the power to attend and to vote at any meeting of the agency

from which the member so designating him as a representative is absent

with the same force and effect as if the member designating him were

present and voting. Such designation shall be by written notice filed

with the chairman of the agency by each of the said members. The

designation of such persons shall continue until revoked at any time by

written notice to the chairman by the respective member making the

designation. Such designation shall not be deemed to limit the power of

the appointing member to attend and vote at any meeting of the agency.

3. The members shall serve without salary or other compensation, but

each member shall be entitled to reimbursement for actual and necessary

expenses incurred in the performance of his or her official duties.

4. Such members, except as otherwise provided by law, may engage in

private employment, or in a profession or business. The members,

officers and employees of the agency shall be deemed to be state

officers or employees for the purposes of sections seventy-three and

seventy-four of the public officers law. Notwithstanding the provisions

of the preceding sentence or of any other law, any state instrumentality

(including any state agency, trust fund or public benefit corporation

other than the agency) may purchase from, sell to, borrow from, loan to,

contract with or otherwise deal with any corporation, trust,

association, partnership or other entity in which any member of the

agency has a financial interest, direct or indirect, and the agency may

engage in any such transaction with any other state instrumentality with

which any member of the agency is affiliated as a state officer or

employee, provided that prior to such transaction such interest or

affiliation is disclosed to such other state instrumentality and is

disclosed in the minutes of the agency, and provided further that no

member having such an affiliation (except such an affiliation with the

New York state housing finance agency) shall participate in any decision

of the agency affecting such transaction.

5. The chief executive officer of the agency shall be the executive

director of the New York state housing finance agency.

6. Notwithstanding any inconsistent provisions of law, general,

special or local, no officer or employee of the state or of any civil

division thereof shall be deemed to have forfeited or shall forfeit his

office or employment by reason of his acceptance of membership on the

agency created by this section; provided, however, that a member who

holds such other public office or employment shall receive no additional

compensation or allowance for services rendered pursuant to this act,

but shall be entitled to reimbursement for his actual and necessary

expenses incurred in the performance of such services.

7. The governor may remove any member appointed by him for

inefficiency, neglect of duty or misconduct in office after giving him a

copy of the charges against him and an opportunity to be heard, in

person or by counsel in his defense, upon not less than ten days'

notice. If any such member shall be removed, the governor shall file in

the office of the department of state a complete statement of charges

made against such member and his findings thereon, together with a

complete record of the proceeding.

8. The agency and its corporate existence shall terminate on the first

date subsequent to the thirtieth day of April, nineteen hundred

seventy-seven, which is thirty days after payment in full of all its

bonds, notes or other obligations (other than obligations for repayment

of appropriations), and may be sooner terminated by law, provided,

however, that no such law shall take effect so long as the agency shall

have bonds, notes or other obligations (other than obligations for

repayment of appropriations) outstanding, unless adequate provision has

been made for the payment thereof. Upon termination of the existence of

the agency, all its rights and properties shall pass to and be vested in

the corporation as transferee of the agency's obligations for repayment

of appropriations, theretofore transferred by the state to the

corporation pursuant to a chapter of the laws of nineteen hundred

seventy-five, and any remaining obligations of the agency for such

repayment shall be cancelled.

9. A majority of the members of the agency then in office shall

constitute a quorum for the transaction of any business or the exercise

of any power or function of the agency. The agency may delegate to one

or more of its members, or its officers, agents or employees, such

powers and duties as it may deem proper.

10. The state shall save harmless and indemnify directors, officers

and employees of the agency pursuant to section seventeen of the public

officers law against any claim, demand, suit or judgment arising by

reason of any act or omission to act by such director, officer or

employee occurring in the discharge of his duties and within the scope

of his service on behalf of the agency. In the event of any claim,

demand, suit or judgment based on allegations that financial loss was

sustained by any person in connection with the acquisition, disposition

or holding of securities or other obligations of the agency (or those of

any other public corporation if such loss allegedly resulted from its

dealing with the agency), a director, officer or employee of the agency

shall be saved harmless and indemnified, notwithstanding the limitations

of subdivision one of section seventeen of the public officers law,

unless such individual is found by a final judicial determination not to

have acted, in good faith, for a purpose which he reasonably believed to

be in the best interests of the agency or not to have had reasonable

cause to believe that his conduct was lawful.