N.Y. Public Authorities Law § 2562: Creation of the corporation

§ 2562. Creation of the corporation. 1. To effectuate the purposes and

provisions of this title, there is hereby created the "New York

convention center operating corporation", which shall be a body

corporate and politic constituting a public benefit corporation. The

corporation's board of directors shall consist of twenty-one persons to

be appointed with the advice and consent of the senate, including

fifteen persons appointed by the governor; two persons appointed by the

temporary president of the senate; one person appointed by the minority

leader of the senate; two persons appointed by the speaker of the

assembly; and one person appointed by the minority leader of the

assembly. Four of the members appointed by the governor shall be

appointed on the written recommendation of the mayor of the city of New

York. One of the directors shall be designated by the governor as chair

of the board of directors to serve as such at the pleasure of the

governor. Upon recommendation of the chair of the board of directors,

the board of directors shall appoint an executive director of the

corporation. Notwithstanding any general, special or local law

concerning the holding of dual offices, an officer or employee of the

state may be appointed as an officer or employee of the corporation, and

officers and employees of the state may be appointed as members of the

board of directors of the corporation, provided however, that the chair

of the board of directors shall not be an officer or employee of the

corporation, and the executive director of the corporation shall not be

a member of the board of directors.

2. Directors of the corporation shall be appointed for a term of three

years from the effective date of their appointments, provided, however,

that two persons first appointed by the governor other than the chair

shall have a two year term; three persons first appointed by the

governor other than the chair shall have a one year term; the four

persons appointed on the recommendation of the mayor of the city of New

York shall have a term coterminous with the term of office of the mayor

of the city of New York appointing them, one person first appointed by

the temporary president of the senate shall have a two year term; the

person first appointed by the minority leader of the senate shall have a

one year term; one person first appointed by the speaker of the assembly

shall have a two year term; and the person first appointed by the

minority leader of the assembly shall have a one year term except for

those appointed on the recommendation of the mayor whose terms shall

expire at the expiration of the term of the mayor appointing them. The

terms of office of their successors shall be three years. All directors

shall continue to hold office until their successors have been appointed

and qualified. If at any time there is a vacancy in the membership of

the board of directors by reason of death, resignation, disqualification

or otherwise, such vacancy shall be filled for the unexpired term in the

same manner as the original appointment.

3. A majority of the appointed voting membership of the board of

directors shall constitute a quorum for the transaction of any business

or the exercise of any power of the corporation. The powers of the

corporation shall be exercised, or may be delegated to one or more

directors, officers, agents or employees, by a majority of the appointed

voting membership of the board of directors. No vote at such meeting

shall be cast by proxy.

4. The directors, other than any officer of the corporation who also

serves as a director, shall serve without a salary or other

compensation, but each director shall be entitled to reimbursement for

expenses incurred in the performance of official duties.

5. The governor may remove any member of the board for cause, provided

that such member be first furnished with a list of charges against him

and given an opportunity to be heard, in person or by counsel, upon not

less than ten days' notice.

6. The fiscal year of the corporation shall end on the date on which

the fiscal year of the state ends.

7. The existence of the corporation shall continue until terminated by

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

the corporation shall have obligations outstanding, unless adequate

provision has been made for the payment thereof.