N.Y. Public Authorities Law § 3234: Administration of the corporation

§ 3234. Administration of the corporation. 1. (a) The corporation

shall be administered by seven directors, one of whom shall be the

comptroller, one of whom shall be the director of the budget and five of

whom shall be appointed by the governor. The comptroller and the

director of the budget shall be entitled to designate a representative

or representatives to attend meetings of the board in their place, and

to vote or otherwise act on their behalf in their absence. Notice of

such designation shall be furnished in writing to the board by the

designating director. A representative shall serve at the pleasure of

the designating director during the director's term of office. A

representative shall not be authorized to delegate any of his or her

duties or functions to any other person. A director who is not a state

official shall serve for a term expiring at the end of the term actually

served by the officer making the appointment and may be removed for

cause by such officer after hearing on ten days notice.

(b) The secretary to the senate finance committee and the secretary to

the assembly ways and means committee shall be nonvoting representatives

who shall receive notice of and be entitled to attend all meetings of

the directors and who shall also receive the same supporting and other

documentation related to each vote to be taken by the directors at each

meeting as is provided to the directors, at the same time as it is

provided to the directors. The comments of the nonvoting representatives

shall be entered upon the record of the meeting.

2. The governor shall designate a chairperson and a vice-chairperson

from among the directors. The chairperson shall preside over all

meetings of the directors and shall have such other duties as the

directors or the corporation may direct. The vice-chairperson shall

preside over all meetings of the directors in the absence of the

chairperson and shall have such other duties as the directors of the

corporation may prescribe.

3. The directors of the corporation shall serve without salary, but

each director shall be reimbursed for actual necessary expenses incurred

in the performance of such director's official duties as a director of

the corporation. The directors of the corporation may engage in private

employment or in a profession or business if not otherwise prohibited

from so doing by virtue of any other public office.

4. Notwithstanding any inconsistent provisions of law, general,

special or local, no officer or employee of the state of New York, any

city, county, town or village, any other political or civil division of

the state, any municipality, any governmental entity operating any

public school or college, any school district or any other public agency

or instrumentality or unit of government which exercises governmental

powers under the laws of the state, shall forfeit office or employment

by reason of acceptance of appointment as a director, representative,

officer or agent of the corporation nor shall service as such director,

representative, officer or agent of the corporation be deemed

incompatible or in conflict with such office or employment.

5. A majority of the whole number of directors then in office shall

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

of any power of the corporation. Except as otherwise specified in this

title, for the transaction of any business or the exercise of any power

of the corporation, the corporation shall have power to act by a

majority of the directors present at any meeting at which a quorum is in

attendance; provided that one or more directors may participate in a

meeting by means of conference telephone or similar communications

equipment allowing all directors participating in the meeting to hear

each other at the same time and participation by such means shall

constitute presence in person at a meeting. A unanimous vote of all

directors then in office shall be required for approval of a resolution

authorizing the issuance of bonds or notes or any supplemental or

amendatory resolution. The 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. Five days notice shall be given to

each director and nonvoting representative prior to any meeting of the

corporation.

6. On or before November fifteenth of each year, the corporation shall

submit a financial statement and a report of its activities for such

corporation's immediately preceding fiscal year to the governor, the

temporary president of the senate, the speaker of the assembly, the

comptroller, the chair of the senate finance committee and the chair of

the assembly ways and means committee.