§ 4 — New York state urban development corporation

§ 4. New York state urban development corporation. (1) There is hereby\ncreated the New York state urban development corporation. The\ncorporation shall be a corporate governmental agency of the state,\nconstituting a political subdivision and public benefit corporation. Its\nmembership shall consist of nine directors as follows: the\nsuperintendent of financial services, the chairman of the New York state\nscience and technology foundation, and seven directors to be appointed\nby the governor with the advice and consent of the senate. From the\nseven directors appointed by him, the governor shall designate the\nchairman of the corporation and two others who shall all serve at the\npleasure of the governor. Of the four remaining directors, one of such\ndirectors first appointed by the governor after the effective date of\nthis subdivision as amended shall serve for a term ending January first\nnext succeeding his appointment, one of such directors shall serve for a\nterm ending one year from such date, one of such directors shall serve\nfor a term ending two years from such date, and one of such directors\nshall serve for a term ending three years from such date. Their\nsuccessors shall serve for terms of four years each. Directors shall\ncontinue in office until their successors have been appointed and\nqualified. In the event of a vacancy occurring in the office of a\ndirector by death, resignation or otherwise, the governor shall appoint\na successor with the advice and consent of the senate to serve for the\nbalance of the unexpired term. The governor shall appoint the president\nof the corporation, with the advice and consent of the senate, who shall\nbe the chief executive officer of the corporation and who shall serve at\nthe pleasure of the governor. Such president may be one of the directors\nappointed by the governor.\n (1-a) The superintendent of financial services and the chairman of the\nNew York state science and technology foundation each may designate a\nperson from his department to represent him at all meetings of the\ncorporation from which such director may be absent. Any representative\nso designated shall have the power to attend and to vote at any meeting\nof the corporation from which the director so designating him is absent,\nwith the same force and effect as if the director designating him were\npresent and voting. Such designation shall be by written notice filed\nwith the chairman of the corporation by the director making the\ndesignation. The designation of each such person shall continue until\nrevoked at any time by written notice to the chairman by the director\nmaking the designation. Such designation shall not limit the power of\nthe director making the designation to attend and vote in person at any\nmeeting of the corporation.\n (2) The directors, other than the chairman, shall serve without salary\nor other compensation, but each director, including the chairman, shall\nbe entitled to reimbursement for actual and necessary expenses incurred\nin the performance of his or her official duties. Anything to the\ncontrary contained herein notwithstanding, the president of the\ncorporation, whether or not he or she is a director, and the chairman if\nhe or she is not the president shall be entitled to receive such salary\nas the directors may determine for their services as chief executive\nofficer and chairman respectively.\n (3) Such directors other than the superintendent of financial\nservices, the chairman of the New York state science and technology\nfoundation, and any director who serves as president of the corporation\nmay engage in private employment, or in a profession or business. The\ncorporation, its directors, officers and employees shall be subject to\nthe provisions of sections seventy-three and seventy-four of the public\nofficers law.\n (3-a) The state shall save harmless and indemnify any person who shall\nhave served as a director, officer or employee of the corporation\nagainst financial loss or litigation expense arising in connection with\nany claim, demand, suit or judgment, or the defense thereof, based on a\ncause of action, whenever accrued, involving allegations that pecuniary\nharm was sustained by any person as a result of any transaction of the\ncorporation taking place on or after the effective date of the New York\nstate project finance agency act. In the event any such claim, demand,\nsuit or judgment shall occur, a director, officer or employee of the\ncorporation shall be saved harmless and indemnified by the state under\nthis subdivision unless such individual is found by a final judicial\ndetermination not to have acted in good faith, for a purpose which he\nreasonably believed to be in the best interests of the corporation or\nnot to have had reasonable cause to believe that his conduct was lawful.\nIn any suit described in the first sentence of this subdivision, any\ndirector, officer or employee made a party defendant to such suit shall\nbe entitled to be represented by private counsel of his choice;\nprovided, however, that the attorney general is authorized, as a\ncondition to indemnification of the fees and expenses of such\nrepresentation, to require that appropriate groups of such individuals\nbe represented by the same counsel; and provided further, that with the\napproval of the attorney general or of a court (obtained by application\nsubstantially as provided in section seven hundred twenty-five of the\nbusiness corporation law), indemnification for such fees and expenses\nshall be paid from time to time during the pendency of such suit. The\nprovisions of this subdivision shall be in addition to and shall not\nsupplant any indemnification or other benefits heretofore or hereafter\nconferred upon directors, officers and employees of the corporation by\nsection seventeen of the public officers law, by action of the\ncorporation, or otherwise. The provisions of this subdivision shall\ninure only to directors, officers and employees of the corporation,\nshall not enlarge or diminish the rights of any other party, and shall\nnot impair, limit or modify the rights and obligations of any insurer\nunder any policy of insurance.\n (4) The directors of the corporation shall serve ex officio as\ndirectors of the corporation for urban development and research of New\nYork, created by the New York state urban development and research\ncorporation act, and of the urban development guarantee fund of New\nYork, created by the urban development guarantee fund of New York act.\nThe chairman of the corporation shall serve as chairman of the\ncorporation for urban development and research of New York and of the\nurban development guarantee fund of New York.\n (5) Notwithstanding any inconsistent provisions of law, general,\nspecial or local, no officer or employee of the state or of any civil\ndivision thereof, shall be deemed to have forfeited or shall forfeit his\noffice or employment by reason of his acceptance of membership on the\ncorporation created by this section; provided, however, a director who\nholds such other public office or employment shall receive no additional\ncompensation or allowance for services rendered pursuant to this act,\nbut shall be entitled to reimbursement for his actual and necessary\nexpenses incurred in the performance of such services.\n (6) The governor shall appoint a business advisory council for urban\ndevelopment, to advise and make recommendations to the corporation with\nrespect to development policies and programs and to encourage maximum\nparticipation in projects of the corporation by the private sector of\nthe economy, including members of the council and firms and corporations\nwith which they are affliated. Such council shall consist of not more\nthan twenty-five members, who shall serve at the pleasure of the\ngovernor, and who shall be broadly representative of commerce and\nindustry, the financial community and the construction and housing\nindustries. Such members shall serve without salary, but shall be\nentitled to reimbursement for their actual and necessary expenses\nincurred in the performance of their duties.\n (7) The corporation shall establish one or more community advisory\ncommittees to consider and advise the corporation upon matters submitted\nto them by the corporation concerning the development of any area or any\nproject, and may establish rules and regulations with respect to such\ncommittees. The corporation or its successor shall publish and maintain\na list of all community advisory committee members, and community\nadvisory committee meeting agendas, materials, and minutes on its\nwebsite. Meeting agendas and materials shall be posted on such website\nat least one business day in advance of community advisory committee\nmeetings. All upcoming meeting times and locations shall be posted on\nsuch website at least one week in advance. Community advisory committee\nmeetings shall be accessible for the public to view and attend live. The\nmembers of such community advisory committees shall serve, at the\npleasure of the corporation, without salary, but shall be entitled to\nreimbursement for their actual and necessary expenses incurred in the\nperformance of their duties. Notwithstanding any inconsistent provision\nof law, general, special or local, no officer or employee of the state\nor of any civil division thereof, shall be deemed to have forfeited or\nshall forfeit his or her office or employment by reason of his or her\nacceptance of membership on such community advisory committee.\n (8) The governor may remove any director appointed by him or her for\ninefficiency, neglect of duty or misconduct in office after giving him\nor her a copy of the charges against him or her, and an opportunity to\nbe heard, in person or by counsel, in his or her defense, upon not less\nthan ten days' notice. If any such director shall be removed, the\ngovernor shall file in the office of the department of state a complete\nstatement of charges made against such director and his or her findings\nthereon, together with a complete record of the proceeding. The\nforegoing provisions shall not apply in the case of the chairperson and\nany other director who serves at the pleasure of the governor.\n (9) The corporation and its corporate existence shall continue until\nterminated by law, provided, however, that no such law shall take effect\nso long as the corporation shall have bonds, notes and other obligations\noutstanding, unless adequate provision has been made for the payment\nthereof in the documents securing the same. Upon termination of the\nexistence of the corporation, all its rights and properties shall pass\nto and be vested in the state.\n (10) A majority of the directors of the corporation then in office\nshall constitute a quorum for the transaction of any business or the\nexercise of any power or function of the corporation, except as\notherwise provided in section sixteen, subdivision two, hereof. The\ncorporation may delegate to one or more of its directors, or its\nofficers, agents and employees, such powers and duties as it may deem\nproper.\n (11) The corporation shall take affirmative action in working with\nconstruction firms, contractors and subcontractors, labor unions and\nmanufacturing and industrial firms, to the end that residents of areas\nin which projects are to be located shall be afforded participation in\nthe construction work on projects of the corporation, and in the\nbusiness operations of tenants and occupants of industrial projects\nundertaken by the corporation.\n