N.Y. Public Authorities Law § 3011: Administration of a municipal assistance corporation

§ 3011. Administration of a municipal assistance corporation. 1.

Unless otherwise provided in a special law, a municipal assistance

corporation shall be administered by a board of directors appointed by

the governor with the advice and consent of the senate. The number and

qualifications of such directors and their terms of office shall be set

forth by a special law. The comptroller of the state of New York, or his

representative shall be entitled to attend and participate in the

meetings of the board of directors but shall have no vote.

2. The governor shall designate as chairman one of the directors

appointed by him. The chairman shall preside over all meetings of the

board of directors and shall have such other duties as may be prescribed

by the board of directors.

3. The directors of a municipal assistance corporation shall serve

without salary or other compensation, but each director shall be

entitled to reimbursement for actual and necessary expenses incurred in

the performance of his or her official duties as a director of the

corporation. The directors, except as otherwise provided by law, may

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

directors of a municipal assistance corporation shall be deemed to be

state officers for the purposes of sections seventy-three and

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

of the public officers law or of any other law, a municipal assistance

corporation or any other state instrumentality (including any state

agency, trust fund or public benefit corporation) 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 director of such municipal assistance corporation has a financial

interest, direct or indirect, and a municipal assistance corporation may

engage in any such transaction with any other such state instrumentality

with which any director of such municipal assistance corporation is

affiliated as a state officer or employee, provided that such interest

or affiliation is disclosed to such other state instrumentality and to

the municipal assistance corporation, and, in the case of transactions

with the municipal assistance corporation, such interest or affiliation

is disclosed in the minutes of the board of directors of the municipal

assistance corporation, and provided further that no director having

such a financial interest or affiliation shall participate in any

decision of the board of directors of the municipal assistance

corporation authorizing or affecting such transaction.

4. A special law may provide for the appointment of one or more

representatives to the board of directors. Such representative shall be

entitled to receive notice of and to attend the meetings of the board of

directors but shall not be entitled to vote. Such representative shall

be entitled to reimbursement for his actual and necessary expenses

incurred in the performance of his official duties as a representative

to the corporation but shall not be entitled to a per diem allowance,

unless specifically provided in the special law.

5. Notwithstanding any inconsistent provisions of law, general,

special or local, no officer or employee of the state, or political

division of the state, any governmental entity operating any public

school or college or other public agency or instrumentality or unit of

government which exercises governmental powers under the laws of the

state, shall forfeit his office or employment by reason of his

acceptance or appointment as a director, officer, employee or agent of a

municipal assistance corporation nor shall service as such director,

officer, employee or agent of a municipal assistance corporation be

deemed incompatible or in conflict with such office or employment.

6. Except as otherwise provided by special law, a majority of the

whole number of authorized directors shall constitute a quorum for the

transaction of any business and shall be required for the taking of any

action or for the exercise of any power by the board of directors of a

municipal assistance corporation. No vote at such meeting shall be cast

by proxy. A municipal assistance corporation may delegate to one or more

of its directors, or officers, agents and employees, such powers and

duties as the directors may deem proper.

7. A municipal assistance corporation may appoint such officers,

employees and agents as it may require, prescribe their duties and fix

their compensation.