N.Y. Urban Development Corporation Act 174/68 § 4: New York state urban development corporation

§ 4. New York state urban development corporation. (1) There is hereby

created the New York state urban development corporation. The

corporation shall be a corporate governmental agency of the state,

constituting a political subdivision and public benefit corporation. Its

membership shall consist of nine directors as follows: the

superintendent of financial services, the chairman of the New York state

science and technology foundation, and seven directors to be appointed

by the governor with the advice and consent of the senate. From the

seven directors appointed by him, the governor shall designate the

chairman of the corporation and two others who shall all serve at the

pleasure of the governor. Of the four remaining directors, one of such

directors first appointed by the governor after the effective date of

this subdivision as amended shall serve for a term ending January first

next succeeding his appointment, one of such directors shall serve for a

term ending one year from such date, one of such directors shall serve

for a term ending two years from such date, and one of such directors

shall serve for a term ending three years from such date. Their

successors shall serve for terms of four years each. Directors shall

continue in office until their successors have been appointed and

qualified. In the event of a vacancy occurring in the office of a

director 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 governor shall appoint the president

of the corporation, with the advice and consent of the senate, who shall

be the chief executive officer of the corporation and who shall serve at

the pleasure of the governor. Such president may be one of the directors

appointed by the governor.

(1-a) The superintendent of financial services and the chairman of the

New York state science and technology foundation each may designate a

person from his department to represent him at all meetings of the

corporation from which such director may be absent. Any representative

so designated shall have the power to attend and to vote at any meeting

of the corporation from which the director so designating him is absent,

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

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

with the chairman of the corporation by the director making the

designation. The designation of each such person shall continue until

revoked at any time by written notice to the chairman by the director

making the designation. Such designation shall not limit the power of

the director making the designation to attend and vote in person at any

meeting of the corporation.

(2) The directors, other than the chairman, shall serve without salary

or other compensation, but each director, including the chairman, shall

be entitled to reimbursement for actual and necessary expenses incurred

in the performance of his or her official duties. Anything to the

contrary contained herein notwithstanding, the president of the

corporation, whether or not he or she is a director, and the chairman if

he or she is not the president shall be entitled to receive such salary

as the directors may determine for their services as chief executive

officer and chairman respectively.

(3) Such directors other than the superintendent of financial

services, the chairman of the New York state science and technology

foundation, and any director who serves as president of the corporation

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

corporation, its directors, officers and employees shall be subject to

the provisions of sections seventy-three and seventy-four of the public

officers law.

(3-a) The state shall save harmless and indemnify any person who shall

have served as a director, officer or employee of the corporation

against financial loss or litigation expense arising in connection with

any claim, demand, suit or judgment, or the defense thereof, based on a

cause of action, whenever accrued, involving allegations that pecuniary

harm was sustained by any person as a result of any transaction of the

corporation taking place on or after the effective date of the New York

state project finance agency act. In the event any such claim, demand,

suit or judgment shall occur, a director, officer or employee of the

corporation shall be saved harmless and indemnified by the state under

this subdivision 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 corporation or

not to have had reasonable cause to believe that his conduct was lawful.

In any suit described in the first sentence of this subdivision, any

director, officer or employee made a party defendant to such suit shall

be entitled to be represented by private counsel of his choice;

provided, however, that the attorney general is authorized, as a

condition to indemnification of the fees and expenses of such

representation, to require that appropriate groups of such individuals

be represented by the same counsel; and provided further, that with the

approval of the attorney general or of a court (obtained by application

substantially as provided in section seven hundred twenty-five of the

business corporation law), indemnification for such fees and expenses

shall be paid from time to time during the pendency of such suit. The

provisions of this subdivision shall be in addition to and shall not

supplant any indemnification or other benefits heretofore or hereafter

conferred upon directors, officers and employees of the corporation by

section seventeen of the public officers law, by action of the

corporation, or otherwise. The provisions of this subdivision shall

inure only to directors, officers and employees of the corporation,

shall not enlarge or diminish the rights of any other party, and shall

not impair, limit or modify the rights and obligations of any insurer

under any policy of insurance.

(4) The directors of the corporation shall serve ex officio as

directors of the corporation for urban development and research of New

York, created by the New York state urban development and research

corporation act, and of the urban development guarantee fund of New

York, created by the urban development guarantee fund of New York act.

The chairman of the corporation shall serve as chairman of the

corporation for urban development and research of New York and of the

urban development guarantee fund of New York.

(5) 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

corporation created by this section; provided, however, a director 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.

(6) The governor shall appoint a business advisory council for urban

development, to advise and make recommendations to the corporation with

respect to development policies and programs and to encourage maximum

participation in projects of the corporation by the private sector of

the economy, including members of the council and firms and corporations

with which they are affliated. Such council shall consist of not more

than twenty-five members, who shall serve at the pleasure of the

governor, and who shall be broadly representative of commerce and

industry, the financial community and the construction and housing

industries. Such members shall serve without salary, but shall be

entitled to reimbursement for their actual and necessary expenses

incurred in the performance of their duties.

(7) The corporation shall establish one or more community advisory

committees to consider and advise the corporation upon matters submitted

to them by the corporation concerning the development of any area or any

project, and may establish rules and regulations with respect to such

committees. The corporation or its successor shall publish and maintain

a list of all community advisory committee members, and community

advisory committee meeting agendas, materials, and minutes on its

website. Meeting agendas and materials shall be posted on such website

at least one business day in advance of community advisory committee

meetings. All upcoming meeting times and locations shall be posted on

such website at least one week in advance. Community advisory committee

meetings shall be accessible for the public to view and attend live. The

members of such community advisory committees shall serve, at the

pleasure of the corporation, without salary, but shall be entitled to

reimbursement for their actual and necessary expenses incurred in the

performance of their duties. Notwithstanding any inconsistent provision

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 or her office or employment by reason of his or her

acceptance of membership on such community advisory committee.

(8) The governor may remove any director appointed by him or her for

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

or her a copy of the charges against him or her, and an opportunity to

be heard, in person or by counsel, in his or her defense, upon not less

than ten days' notice. If any such director shall be removed, the

governor shall file in the office of the department of state a complete

statement of charges made against such director and his or her findings

thereon, together with a complete record of the proceeding. The

foregoing provisions shall not apply in the case of the chairperson and

any other director who serves at the pleasure of the governor.

(9) The corporation and its corporate existence shall continue until

terminated by law, provided, however, that no such law shall take effect

so long as the corporation shall have bonds, notes and other obligations

outstanding, unless adequate provision has been made for the payment

thereof in the documents securing the same. Upon termination of the

existence of the corporation, all its rights and properties shall pass

to and be vested in the state.

(10) A majority of the directors of the corporation then in office

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

exercise of any power or function of the corporation, except as

otherwise provided in section sixteen, subdivision two, hereof. The

corporation may delegate to one or more of its directors, or its

officers, agents and employees, such powers and duties as it may deem

proper.

(11) The corporation shall take affirmative action in working with

construction firms, contractors and subcontractors, labor unions and

manufacturing and industrial firms, to the end that residents of areas

in which projects are to be located shall be afforded participation in

the construction work on projects of the corporation, and in the

business operations of tenants and occupants of industrial projects

undertaken by the corporation.