N.Y. Public Authorities Law § 3553: Roswell Park Cancer Institute corporation

§ 3553. Roswell Park Cancer Institute corporation. 1.(a) There is

hereby created a corporation to be known as the Roswell Park Cancer

Institute corporation which shall be a body corporate and politic

constituting a public corporation.

(b) The corporation shall be governed by fifteen voting directors two

of whom shall be the commissioner of health who shall serve ex-officio

and the president of the corporation who shall serve ex-officio. Seven

directors shall be appointed by the governor, two directors shall be

appointed by the majority leader of the senate, two directors shall be

appointed by the speaker of the assembly, one director shall be

appointed by the minority leader of the senate and one director shall be

appointed by the minority leader of the assembly.

(c) The terms of the directors, other than the commissioner of health

and the president of the corporation, shall be three years, provided,

however, that the initial terms of the directors shall be as follows:

(i) four of the directors appointed by the governor, five years;

(ii) three of the directors appointed by the governor, four years;

(iii) one of the directors appointed by the senate majority leader and

one of the directors appointed by the speaker of the assembly, five

years;

(iv) one of the directors appointed by the senate majority leader and

one of the directors appointed by the speaker of the assembly, four

years; and

(v) the directors appointed by the senate and the assembly minority

leaders, three years. The commissioner of health and the president of

the corporation shall serve as directors, ex-officio, only for so long

as they shall occupy such offices.

2. (a) All directors shall hold office until their successors are

appointed and qualify.

(b) Vacancies occurring otherwise than by expiration of term of office

shall be filled for the unexpired terms in the manner provided for

original appointment.

(c) The directors of the corporation shall receive no compensation for

their services as directors, but shall be reimbursed for all their

actual and necessary expenses incurred in connection with the carrying

out of the purposes of this title.

(d) The president of the corporation, sitting as director, shall not

have any vote respecting the compensation or benefits to be paid to him

or her.

(e) Notwithstanding any inconsistent provision of any general,

special or local law, ordinance, resolution or charter, no officer,

member or employee of the state or of any public corporation shall

forfeit his or her office or employment by reason of his or her

acceptance of appointment as a director of the corporation, nor shall

service as such a director be deemed incompatible or in conflict with

such office or employment.

3. (a) The chairperson of the board of directors shall be appointed by

the governor; the president of the corporation shall not serve as

chairperson.

(b) The powers of the corporation shall be vested in and shall be

exercised by the board at a meeting duly called and held where a quorum

of eight directors is present. No action shall be taken by the

corporation except pursuant to the favorable vote of at least eight

directors present at the meeting at which such action is taken.

(c) Any action required or permitted to be taken by the board or any

committee thereof may be taken without a meeting if all members of the

board or the committee consent in writing to the adoption of a

resolution authorizing the action. The resolution and the written

consents thereto by the members of the board or committee shall be filed

with the minutes of the proceedings of the board or committee.

(d) The members of the board or any committee thereof may participate

in a meeting of such board or committee by means of a conference

telephone or similar communications equipment allowing all persons

participating in the meeting to hear each other at the same time;

participation by such means shall constitute presence in person at a

meeting.

(e) The board of directors shall establish a subcommittee of the board

responsible for inspections of and investigations within the Roswell

Park Cancer Institute, and such subcommittee shall not include the

president of the corporation nor the commissioner of health.

4. The directors shall select and shall determine the salary and

benefits of the president of the corporation. The directors shall have

the authority to discharge the president with or without cause;

provided, however, that removal without cause shall not prejudice the

contract rights, if any, of the president.

5. The corporation shall have a president, a secretary, a treasurer,

and such other officers as the board shall from time-to-time provide;

such officers shall exercise the duties provided by the board or by this

chapter.

6. The corporation and its corporate existence shall continue until

terminated by law, provided, however, that no such termination shall

take effect so long as the corporation shall have bonds or other

obligations outstanding unless adequate provision has been made for the

payment or satisfaction thereof. Upon termination of the existence of

the corporation, all of the rights and properties of the corporation

then remaining shall pass to and vest in the state in such manner as

prescribed by law.

7. The corporation may avail itself of the procedures prescribed

under section one hundred four of the general municipal law for the

utilization of the terms of state contracts, and the corporation may

utilize the terms of a federal government general services contract

where the terms are to the advantage of the corporation and have been

offered to the corporation by the contractor.

8. (a) For purposes of applying section eighty-seven of the public

officers law to the corporation or its subsidiaries, the term "trade

secrets" shall include marketing strategy or strategic marketing plans,

analyses, evaluations and pricing strategies or pricing commitments of

the corporation, relating to business development including strategic

alliances and contracts for managed care and other network arrangements,

capitation contracts, and other similar arrangements, which, if

disclosed, would be likely to injure the competitive position of the

corporation.

(b) In addition to the matters listed in section one hundred five of

the public officers law, the corporation may conduct an executive

session for the purpose of considering marketing strategy or strategic

marketing plans, analyses, evaluations and pricing strategies or pricing

commitments of the corporation, relating to business development

including strategic alliances and contracts for managed care and other

network arrangements, capitation contracts, and other similar

arrangements relating to business development, which, if disclosed,

would be likely to injure the competitive position of the corporation.