§ 3553 — Roswell Park Cancer Institute corporation

§ 3553. Roswell Park Cancer Institute corporation. 1.(a) There is\nhereby created a corporation to be known as the Roswell Park Cancer\nInstitute corporation which shall be a body corporate and politic\nconstituting a public corporation.\n (b) The corporation shall be governed by fifteen voting directors two\nof whom shall be the commissioner of health who shall serve ex-officio\nand the president of the corporation who shall serve ex-officio. Seven\ndirectors shall be appointed by the governor, two directors shall be\nappointed by the majority leader of the senate, two directors shall be\nappointed by the speaker of the assembly, one director shall be\nappointed by the minority leader of the senate and one director shall be\nappointed by the minority leader of the assembly.\n (c) The terms of the directors, other than the commissioner of health\nand the president of the corporation, shall be three years, provided,\nhowever, that the initial terms of the directors shall be as follows:\n (i) four of the directors appointed by the governor, five years;\n (ii) three of the directors appointed by the governor, four years;\n (iii) one of the directors appointed by the senate majority leader and\none of the directors appointed by the speaker of the assembly, five\nyears;\n (iv) one of the directors appointed by the senate majority leader and\none of the directors appointed by the speaker of the assembly, four\nyears; and\n (v) the directors appointed by the senate and the assembly minority\nleaders, three years. The commissioner of health and the president of\nthe corporation shall serve as directors, ex-officio, only for so long\nas they shall occupy such offices.\n 2. (a) All directors shall hold office until their successors are\nappointed and qualify.\n (b) Vacancies occurring otherwise than by expiration of term of office\nshall be filled for the unexpired terms in the manner provided for\noriginal appointment.\n (c) The directors of the corporation shall receive no compensation for\ntheir services as directors, but shall be reimbursed for all their\nactual and necessary expenses incurred in connection with the carrying\nout of the purposes of this title.\n (d) The president of the corporation, sitting as director, shall not\nhave any vote respecting the compensation or benefits to be paid to him\nor her.\n (e) Notwithstanding any inconsistent provision of any general,\nspecial or local law, ordinance, resolution or charter, no officer,\nmember or employee of the state or of any public corporation shall\nforfeit his or her office or employment by reason of his or her\nacceptance of appointment as a director of the corporation, nor shall\nservice as such a director be deemed incompatible or in conflict with\nsuch office or employment.\n 3. (a) The chairperson of the board of directors shall be appointed by\nthe governor; the president of the corporation shall not serve as\nchairperson.\n (b) The powers of the corporation shall be vested in and shall be\nexercised by the board at a meeting duly called and held where a quorum\nof eight directors is present. No action shall be taken by the\ncorporation except pursuant to the favorable vote of at least eight\ndirectors present at the meeting at which such action is taken.\n (c) Any action required or permitted to be taken by the board or any\ncommittee thereof may be taken without a meeting if all members of the\nboard or the committee consent in writing to the adoption of a\nresolution authorizing the action. The resolution and the written\nconsents thereto by the members of the board or committee shall be filed\nwith the minutes of the proceedings of the board or committee.\n (d) The members of the board or any committee thereof may participate\nin a meeting of such board or committee by means of a conference\ntelephone or similar communications equipment allowing all persons\nparticipating in the meeting to hear each other at the same time;\nparticipation by such means shall constitute presence in person at a\nmeeting.\n (e) The board of directors shall establish a subcommittee of the board\nresponsible for inspections of and investigations within the Roswell\nPark Cancer Institute, and such subcommittee shall not include the\npresident of the corporation nor the commissioner of health.\n 4. The directors shall select and shall determine the salary and\nbenefits of the president of the corporation. The directors shall have\nthe authority to discharge the president with or without cause;\nprovided, however, that removal without cause shall not prejudice the\ncontract rights, if any, of the president.\n 5. The corporation shall have a president, a secretary, a treasurer,\nand such other officers as the board shall from time-to-time provide;\nsuch officers shall exercise the duties provided by the board or by this\nchapter.\n 6. The corporation and its corporate existence shall continue until\nterminated by law, provided, however, that no such termination shall\ntake effect so long as the corporation shall have bonds or other\nobligations outstanding unless adequate provision has been made for the\npayment or satisfaction thereof. Upon termination of the existence of\nthe corporation, all of the rights and properties of the corporation\nthen remaining shall pass to and vest in the state in such manner as\nprescribed by law.\n 7. The corporation may avail itself of the procedures prescribed\nunder section one hundred four of the general municipal law for the\nutilization of the terms of state contracts, and the corporation may\nutilize the terms of a federal government general services contract\nwhere the terms are to the advantage of the corporation and have been\noffered to the corporation by the contractor.\n 8. (a) For purposes of applying section eighty-seven of the public\nofficers law to the corporation or its subsidiaries, the term "trade\nsecrets" shall include marketing strategy or strategic marketing plans,\nanalyses, evaluations and pricing strategies or pricing commitments of\nthe corporation, relating to business development including strategic\nalliances and contracts for managed care and other network arrangements,\ncapitation contracts, and other similar arrangements, which, if\ndisclosed, would be likely to injure the competitive position of the\ncorporation.\n (b) In addition to the matters listed in section one hundred five of\nthe public officers law, the corporation may conduct an executive\nsession for the purpose of considering marketing strategy or strategic\nmarketing plans, analyses, evaluations and pricing strategies or pricing\ncommitments of the corporation, relating to business development\nincluding strategic alliances and contracts for managed care and other\nnetwork arrangements, capitation contracts, and other similar\narrangements relating to business development, which, if disclosed,\nwould be likely to injure the competitive position of the corporation.\n