§ 3234 — Administration of the corporation

§ 3234. Administration of the corporation. 1. (a) The corporation\nshall be administered by seven directors, one of whom shall be the\ncomptroller, one of whom shall be the director of the budget and five of\nwhom shall be appointed by the governor. The comptroller and the\ndirector of the budget shall be entitled to designate a representative\nor representatives to attend meetings of the board in their place, and\nto vote or otherwise act on their behalf in their absence. Notice of\nsuch designation shall be furnished in writing to the board by the\ndesignating director. A representative shall serve at the pleasure of\nthe designating director during the director's term of office. A\nrepresentative shall not be authorized to delegate any of his or her\nduties or functions to any other person. A director who is not a state\nofficial shall serve for a term expiring at the end of the term actually\nserved by the officer making the appointment and may be removed for\ncause by such officer after hearing on ten days notice.\n (b) The secretary to the senate finance committee and the secretary to\nthe assembly ways and means committee shall be nonvoting representatives\nwho shall receive notice of and be entitled to attend all meetings of\nthe directors and who shall also receive the same supporting and other\ndocumentation related to each vote to be taken by the directors at each\nmeeting as is provided to the directors, at the same time as it is\nprovided to the directors. The comments of the nonvoting representatives\nshall be entered upon the record of the meeting.\n 2. The governor shall designate a chairperson and a vice-chairperson\nfrom among the directors. The chairperson shall preside over all\nmeetings of the directors and shall have such other duties as the\ndirectors or the corporation may direct. The vice-chairperson shall\npreside over all meetings of the directors in the absence of the\nchairperson and shall have such other duties as the directors of the\ncorporation may prescribe.\n 3. The directors of the corporation shall serve without salary, but\neach director shall be reimbursed for actual necessary expenses incurred\nin the performance of such director's official duties as a director of\nthe corporation. The directors of the corporation may engage in private\nemployment or in a profession or business if not otherwise prohibited\nfrom so doing by virtue of any other public office.\n 4. Notwithstanding any inconsistent provisions of law, general,\nspecial or local, no officer or employee of the state of New York, any\ncity, county, town or village, any other political or civil division of\nthe state, any municipality, any governmental entity operating any\npublic school or college, any school district or any other public agency\nor instrumentality or unit of government which exercises governmental\npowers under the laws of the state, shall forfeit office or employment\nby reason of acceptance of appointment as a director, representative,\nofficer or agent of the corporation nor shall service as such director,\nrepresentative, officer or agent of the corporation be deemed\nincompatible or in conflict with such office or employment.\n 5. A majority of the whole number of directors then in office shall\nconstitute a quorum for the transaction of any business or the exercise\nof any power of the corporation. Except as otherwise specified in this\ntitle, for the transaction of any business or the exercise of any power\nof the corporation, the corporation shall have power to act by a\nmajority of the directors present at any meeting at which a quorum is in\nattendance; provided that one or more directors may participate in a\nmeeting by means of conference telephone or similar communications\nequipment allowing all directors participating in the meeting to hear\neach other at the same time and participation by such means shall\nconstitute presence in person at a meeting. A unanimous vote of all\ndirectors then in office shall be required for approval of a resolution\nauthorizing the issuance of bonds or notes or any supplemental or\namendatory resolution. The corporation may delegate to one or more of\nits directors, or officers, agents and employees, such powers and duties\nas the directors may deem proper. Five days notice shall be given to\neach director and nonvoting representative prior to any meeting of the\ncorporation.\n 6. On or before November fifteenth of each year, the corporation shall\nsubmit a financial statement and a report of its activities for such\ncorporation's immediately preceding fiscal year to the governor, the\ntemporary president of the senate, the speaker of the assembly, the\ncomptroller, the chair of the senate finance committee and the chair of\nthe assembly ways and means committee.\n