S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 3944--A

                       2013-2014 Regular Sessions

                          I N  A S S E M B L Y

                            January 30, 2013
                               ___________

Introduced  by M. of A. BRENNAN, CUSICK, TITONE, COOK, KELLNER, MILLMAN,
  ROSENTHAL, MALLIOTAKIS, ROBINSON, KAVANAGH, ABINANTI, WEPRIN, BRONSON,
  ROZIC, OTIS, AUBRY -- Multi-Sponsored by -- M. of A.  ABBATE,  ARROYO,
  BENEDETTO,  BOYLAND,  COLTON,  CRESPO,  GALEF, GLICK, GOLDFEDER, GOTT-
  FRIED, GUNTHER,  JAFFEE,  MAGNARELLI,  MOSLEY,  MOYA,  ORTIZ,  PAULIN,
  PERRY,  ROBERTS,  RYAN, SCARBOROUGH, SCHIMEL, SIMOTAS, SWEENEY, TITUS,
  WEISENBERG, ZEBROWSKI -- read once and referred to  the  Committee  on
  Corporations,  Authorities and Commissions -- ordered to a third read-
  ing -- committed to the Committee  on  Corporations,  Authorities  and
  Commissions  --  committee discharged, bill amended, ordered reprinted
  as amended and recommitted to said committee

AN ACT to amend chapter 154 of the laws of 1921, relating  to  the  Port
  Authority  of  New York and New Jersey, in relation to the functioning
  of the port authority as an open, transparent and  accountable  inter-
  state public authority

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Legislative findings. The legislature  finds  and  declares
that:
  In  2005  and 2009, the state of New York enacted comprehensive legis-
lation to improve the practices of, and  increase  oversight  over,  the
state's  public authorities. As entities that are mostly publicly funded
and are created to provide an important public service or good,  it  was
important to increase and enhance the accountability and transparency of
the public authorities.
  The  public  authority  of  New York and New Jersey is a multi-billion
dollar company that  performs  and  provides  vital  transportation  and
infrastructure  functions  and  services in the state of New York. Since
the state of New York has jurisdiction  over  the  port  authority,  the
legislature  believes  that  the  port  authority should abide by and be

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD05559-03-4

              

A. 3944--A                          2

subject to the same laws as are currently imposed on all other New  York
state public authorities.
  It  is  in the best interest of the public that the states of New York
and New Jersey enact substantially identical legislation to ensure  that
the  port  authority  functions  as an open, transparent and accountable
interstate public authority.
  S 2. Article IV of section 1 of chapter  154  of  the  laws  of  1921,
relating to the Port Authority of New York and New Jersey, as amended by
chapter 419 of the laws of 1930, is amended to read as follows:
                               ARTICLE IV
  S 1. COMMISSIONERS. The port authority shall consist of twelve commis-
sioners,  six  resident voters from the state of New York, at least four
of whom shall be resident voters of the city of New York, and six  resi-
dent voters from the state of New Jersey, at least four of whom shall be
resident  voters within the New Jersey portion of the district[, the New
York members to be chosen by the state of New York and  the  New  Jersey
members by the state of New Jersey in the manner and for the terms fixed
and  determined  from  time  to  time  by  the legislature of each state
respectively, except as herein provided]. THE  GOVERNOR  OF  EACH  STATE
SHALL  APPOINT THE MEMBERS FROM HIS OR HER STATE, BY AND WITH THE ADVICE
AND CONSENT OF THE STATE SENATE THEREOF.  COMMISSIONERS SHALL SERVE  FOR
OVERLAPPING  SIX-YEAR  TERMS,  WITHOUT SALARY OR OTHER COMPENSATION, BUT
SHALL BE REIMBURSED FOR ALL ACTUAL AND NECESSARY  EXPENSES  INCURRED  IN
THE DISCHARGE OF THEIR OFFICIAL DUTIES. Each commissioner may be removed
or  suspended from office as provided by the law of the state from which
he shall be appointed.
  S 2. ROLE AND  RESPONSIBILITIES  OF  COMMISSIONERS.  A.  COMMISSIONERS
SHALL  (1)  EXECUTE  DIRECT OVERSIGHT OF THE AUTHORITY'S CHIEF EXECUTIVE
AND OTHER MANAGEMENT IN THE EFFECTIVE  AND  ETHICAL  MANAGEMENT  OF  THE
AUTHORITY;  (2)  UNDERSTAND,  REVIEW  AND  MONITOR THE IMPLEMENTATION OF
FUNDAMENTAL FINANCIAL AND MANAGEMENT CONTROLS AND OPERATIONAL  DECISIONS
OF  THE AUTHORITY; (3) ESTABLISH POLICIES REGARDING THE PAYMENT OF SALA-
RY, COMPENSATION AND REIMBURSEMENTS TO, AND ESTABLISH RULES FOR THE TIME
AND ATTENDANCE OF, THE CHIEF EXECUTIVE AND MANAGEMENT; (4) ADOPT A  CODE
OF  ETHICS  APPLICABLE TO EACH OFFICER, DIRECTOR AND EMPLOYEE THAT, AT A
MINIMUM, INCLUDES THE APPLICABLE STANDARDS ESTABLISHED IN THE ETHICS LAW
OF BOTH STATES; (5) ESTABLISH WRITTEN POLICIES AND PROCEDURES ON PERSON-
NEL  INCLUDING  POLICIES  PROTECTING  EMPLOYEES  FROM  RETALIATION   FOR
DISCLOSING   INFORMATION  CONCERNING  ACTS  OF  WRONGDOING,  MISCONDUCT,
MALFEASANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY  AN  EMPLOYEE  OR  BOARD
MEMBER  OF  THE  AUTHORITY, INVESTMENTS, TRAVEL, THE ACQUISITION OF REAL
PROPERTY AND THE DISPOSITION OF  REAL  AND  PERSONAL  PROPERTY  AND  THE
PROCUREMENT  OF GOODS AND SERVICES; (6) ADOPT A DEFENSE AND INDEMNIFICA-
TION POLICY AND DISCLOSE SUCH PLAN TO  ANY  AND  ALL  PROSPECTIVE  BOARD
MEMBERS;  (7)  PERFORM  EACH OF THEIR DUTIES AS BOARD MEMBERS, INCLUDING
BUT NOT LIMITED TO THOSE IMPOSED BY THIS SECTION, IN GOOD FAITH AND WITH
THAT DEGREE OF DILIGENCE, CARE AND SKILL  WHICH  AN  ORDINARILY  PRUDENT
PERSON  IN  LIKE POSITION WOULD USE UNDER SIMILAR CIRCUMSTANCES, AND MAY
TAKE INTO CONSIDERATION THE VIEWS AND POLICIES OF ANY  ELECTED  OFFICIAL
OR  BODY,  OR  OTHER PERSON AND ULTIMATELY APPLY INDEPENDENT JUDGMENT IN
THE BEST INTEREST OF THE AUTHORITY, ITS MISSION AND THE PUBLIC;  (8)  AT
THE  TIME  THAT  EACH  MEMBER  TAKES  AND  SUBSCRIBES HIS OR HER OATH OF
OFFICE, OR WITHIN SIXTY DAYS AFTER THE EFFECTIVE DATE OF THIS  PARAGRAPH
IF  THE  MEMBER  HAS  ALREADY  TAKEN  AND  SUBSCRIBED HIS OR HER OATH OF
OFFICE, EXECUTE AN ACKNOWLEDGMENT, IN A FORM  CONSISTENT  WITH  THE  ONE
PRESCRIBED  BY THE NEW YORK INDEPENDENT AUTHORITIES BUDGET OFFICE ESTAB-

A. 3944--A                          3

LISHED PURSUANT TO TITLE TWO OF ARTICLE ONE OF  THE  PUBLIC  AUTHORITIES
LAW  IN  WHICH  THE BOARD MEMBER ACKNOWLEDGES THAT HE OR SHE UNDERSTANDS
HIS OR HER ROLE, AND FIDUCIARY RESPONSIBILITIES AS SET  FORTH  IN  PARA-
GRAPH  SEVEN OF THIS SUBDIVISION, AND ACKNOWLEDGES THAT HE OR SHE UNDER-
STANDS HIS OR HER DUTY OF LOYALTY  AND  CARE  TO  THE  ORGANIZATION  AND
COMMITMENT TO THE AUTHORITY'S MISSION AND THE PUBLIC INTEREST.
  B.  INDIVIDUALS  APPOINTED TO THE BOARD OF COMMISSIONERS SHALL PARTIC-
IPATE IN TRAINING APPROVED BY  THE  INSPECTOR  GENERAL  REGARDING  THEIR
LEGAL, FIDUCIARY, FINANCIAL AND ETHICAL RESPONSIBILITIES AS DIRECTORS OF
AN  AUTHORITY  WITHIN  ONE YEAR OF APPOINTMENT TO A BOARD. BOARD MEMBERS
SHALL PARTICIPATE IN SUCH CONTINUING TRAINING  AS  MAY  BE  REQUIRED  TO
REMAIN  INFORMED  OF  BEST  PRACTICES,  REGULATORY AND STATUTORY CHANGES
RELATING TO THE EFFECTIVE OVERSIGHT  OF  THE  MANAGEMENT  AND  FINANCIAL
ACTIVITIES  OF PUBLIC AUTHORITIES AND TO ADHERE TO THE HIGHEST STANDARDS
OF RESPONSIBLE GOVERNANCE.
  C. NO BOARD MEMBER, INCLUDING THE CHAIRPERSON, SHALL SERVE AS THE PORT
AUTHORITY'S CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR, CHIEF FINANCIAL
OFFICER, COMPTROLLER, OR HOLD ANY OTHER EQUIVALENT POSITION WHILE  SERV-
ING AS A MEMBER OF THE BOARD.
  D.  THE  COMMISSIONERS  SHALL  ESTABLISH  AN  AUDIT  COMMITTEE  TO  BE
COMPRISED OF NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO SHALL  CONSTI-
TUTE  A  MAJORITY  ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY
SKILLS TO UNDERSTAND THE DUTIES AND FUNCTIONS OF  THE  AUDIT  COMMITTEE;
PROVIDED,  HOWEVER,  THAT  IN THE EVENT THAT A BOARD HAS LESS THAN THREE
INDEPENDENT MEMBERS, THE BOARD MAY APPOINT  NON-INDEPENDENT  MEMBERS  TO
THE  AUDIT COMMITTEE, PROVIDED THAT THE INDEPENDENT MEMBERS MUST CONSTI-
TUTE A MAJORITY OF THE MEMBERS OF THE AUDIT COMMITTEE.  MEMBERS  OF  THE
AUDIT  COMMITTEE SHALL BE FAMILIAR WITH CORPORATE FINANCIAL AND ACCOUNT-
ING PRACTICES. THE COMMITTEE SHALL RECOMMEND TO THE BOARD THE HIRING  OF
A  CERTIFIED  INDEPENDENT  ACCOUNTING FIRM FOR SUCH AUTHORITY, ESTABLISH
THE COMPENSATION TO BE PAID TO THE ACCOUNTING FIRM  AND  PROVIDE  DIRECT
OVERSIGHT  OF  THE PERFORMANCE OF THE INDEPENDENT AUDIT PERFORMED BY THE
ACCOUNTING FIRM HIRED FOR SUCH PURPOSES.
  E. (1) THE COMMISSIONERS SHALL ESTABLISH A GOVERNANCE COMMITTEE TO  BE
COMPRISED  OF NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO SHALL CONSTI-
TUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL  POSSESS  THE  NECESSARY
SKILLS  TO UNDERSTAND THE DUTIES AND FUNCTIONS OF THE GOVERNANCE COMMIT-
TEE; PROVIDED, HOWEVER, THAT IN THE EVENT THAT A  BOARD  HAS  LESS  THAN
THREE INDEPENDENT MEMBERS, THE BOARD MAY APPOINT NON-INDEPENDENT MEMBERS
TO  THE GOVERNANCE COMMITTEE, PROVIDED THAT THE INDEPENDENT MEMBERS MUST
CONSTITUTE A MAJORITY OF THE MEMBERS OF  THE  GOVERNANCE  COMMITTEE.  IT
SHALL  BE  THE RESPONSIBILITY OF THE MEMBERS OF THE GOVERNANCE COMMITTEE
TO KEEP THE BOARD INFORMED OF  CURRENT  BEST  GOVERNANCE  PRACTICES;  TO
REVIEW CORPORATE GOVERNANCE TRENDS; TO RECOMMEND UPDATES TO THE AUTHORI-
TY'S  CORPORATE  GOVERNANCE PRINCIPLES; TO ADVISE APPOINTING AUTHORITIES
ON THE SKILLS AND EXPERIENCES REQUIRED OF POTENTIAL  BOARD  MEMBERS;  TO
EXAMINE  ETHICAL AND CONFLICT OF INTEREST ISSUES; TO PERFORM BOARD SELF-
EVALUATIONS; AND TO RECOMMEND BY-LAWS WHICH INCLUDE RULES AND PROCEDURES
FOR CONDUCT OF BOARD BUSINESS.
  (2) THE GOVERNANCE COMMITTEE SHALL EXAMINE,  AT  LEAST  ANNUALLY,  THE
WORKING AND PROFESSIONAL RELATIONSHIP BETWEEN EMPLOYEES APPOINTED BY THE
GOVERNOR  OF  NEW YORK AND THOSE APPOINTED BY THE GOVERNOR OF NEW JERSEY
TO ENSURE MAXIMUM COMMUNICATION, COORDINATION AND COOPERATION AMONG  AND
BETWEEN  SUCH  EMPLOYEES.  THE  COMMITTEE  SHALL REPORT ITS FINDINGS AND
RECOMMENDATIONS TO THE FULL BOARD AT THE FIRST  BOARD  MEETING  OF  EACH
CALENDAR YEAR.

A. 3944--A                          4

  F.  THE  COMMISSIONERS  SHALL  ESTABLISH  A  FINANCE  COMMITTEE  TO BE
COMPRISED OF NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO SHALL  CONSTI-
TUTE  A  MAJORITY  ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY
SKILLS  TO  UNDERSTAND  THE  DUTIES  AND  FUNCTIONS  OF  THE  COMMITTEE;
PROVIDED,  HOWEVER,  THAT  IN THE EVENT THAT A BOARD HAS LESS THAN THREE
INDEPENDENT MEMBERS, THE BOARD MAY APPOINT  NON-INDEPENDENT  MEMBERS  TO
THE  FINANCE  COMMITTEE,  PROVIDED  THAT  THE  INDEPENDENT  MEMBERS MUST
CONSTITUTE A MAJORITY OF THE MEMBERS OF THE FINANCE COMMITTEE. IT  SHALL
BE  THE RESPONSIBILITY OF THE MEMBERS OF THE FINANCE COMMITTEE TO REVIEW
PROPOSALS FOR THE ISSUANCE OF DEBT BY THE AUTHORITY AND ITS SUBSIDIARIES
AND MAKE RECOMMENDATIONS.
  G. FOR THE PURPOSES OF THIS SECTION, AN INDEPENDENT MEMBER IS ONE WHO:
  (1) IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN,  EMPLOYED  BY  THE
AUTHORITY OR AN AFFILIATE IN AN EXECUTIVE CAPACITY;
  (2)  IS  NOT,  AND  IN THE PAST TWO YEARS HAS NOT BEEN, EMPLOYED BY AN
ENTITY THAT RECEIVED REMUNERATION VALUED AT MORE THAN  FIFTEEN  THOUSAND
DOLLARS FOR GOODS AND SERVICES PROVIDED TO THE AUTHORITY OR RECEIVED ANY
OTHER  FORM OF FINANCIAL ASSISTANCE VALUED AT MORE THAN FIFTEEN THOUSAND
DOLLARS FROM THE AUTHORITY;
  (3) IS NOT A RELATIVE OF AN EXECUTIVE OFFICER OR EMPLOYEE IN AN EXECU-
TIVE POSITION OF THE AUTHORITY OR AN AFFILIATE; AND
  (4) IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN, A LOBBYIST  REGIS-
TERED  UNDER  A STATE OR LOCAL LAW AND PAID BY A CLIENT TO INFLUENCE THE
MANAGEMENT DECISIONS, CONTRACT AWARDS, RATE DETERMINATIONS OR ANY  OTHER
SIMILAR ACTIONS OF THE AUTHORITY OR AN AFFILIATE.
  H. NOTWITHSTANDING ANY PROVISION OF ANY GENERAL, SPECIAL OR LOCAL LAW,
MUNICIPAL  CHARTER  OR  ORDINANCE  TO THE CONTRARY, THE BOARD SHALL NOT,
DIRECTLY OR INDIRECTLY, INCLUDING  THROUGH  ANY  SUBSIDIARY,  EXTEND  OR
MAINTAIN CREDIT, ARRANGE FOR THE EXTENSION OF CREDIT, OR RENEW AN EXTEN-
SION  OF  CREDIT,  IN THE FORM OF A PERSONAL LOAN TO OR FOR ANY OFFICER,
BOARD MEMBER OR EMPLOYEE (OR EQUIVALENT THEREOF) OF THE AUTHORITY.
  S 3. Article VII of section 1 of chapter 154  of  the  laws  of  1921,
relating to the Port Authority of New York and New Jersey, is amended to
read as follows:
                              ARTICLE VII.
  The port authority shall have such additional powers and duties as may
hereafter  be  delegated  to or imposed upon it from time to time by the
action of the legislature of either state concurred in by  the  legisla-
ture of the other. Unless and until otherwise provided, it shall make an
annual  report  to  the  legislature  of both states PURSUANT TO SECTION
THREE OF ARTICLE VII-B OF THIS ACT, setting forth in  detail  the  oper-
ations  and  transactions conducted by it pursuant to this agreement and
any legislation thereunder. The port  authority  shall  not  pledge  the
credit  of either state except by and with the authority of the legisla-
ture thereof.
  S 4. Chapter 154 of the laws of 1921, relating to the  Port  Authority
of  New York and New Jersey, is amended by adding two new articles VII-B
and VII-C to read as follows:
                              ARTICLE VII-B
  S 1. ADDITIONAL POWERS, DUTIES AND RESPONSIBILITIES.   IN ADDITION  TO
THE  POWERS  AND  DUTIES  SET FORTH IN ARTICLE VII OF THIS ACT, THE PORT
AUTHORITY SHALL HAVE THE FOLLOWING POWERS, DUTIES  AND  RESPONSIBILITIES
SET FORTH IN THIS ARTICLE.
  S  2.  DISPOSITION  OF PROPERTY. A.   DEFINITIONS. FOR THE PURPOSES OF
THIS ARTICLE, UNLESS A DIFFERENT MEANING IS REQUIRED BY THE CONTEXT:

A. 3944--A                          5

  (1) "CONTRACTING OFFICER" SHALL MEAN THE OFFICER OR  EMPLOYEE  OF  THE
PORT  AUTHORITY WHO SHALL BE APPOINTED BY RESOLUTION OF THE BOARD OF THE
PORT AUTHORITY TO BE RESPONSIBLE FOR THE DISPOSITION OF PROPERTY.
  (2)  "DISPOSE" OR "DISPOSAL" SHALL MEAN TRANSFER OF TITLE OR ANY OTHER
BENEFICIAL INTEREST IN PERSONAL OR  REAL  PROPERTY  IN  ACCORDANCE  WITH
SUBDIVISION C OF THIS SECTION.
  (3) "PROPERTY" SHALL MEAN PERSONAL PROPERTY IN EXCESS OF FIVE THOUSAND
DOLLARS  IN  VALUE, REAL PROPERTY, AND ANY INCHOATE OR OTHER INTEREST IN
SUCH PROPERTY, TO THE EXTENT THAT  SUCH  INTEREST  MAY  BE  CONVEYED  TO
ANOTHER PERSON FOR ANY PURPOSE, EXCLUDING AN INTEREST SECURING A LOAN OR
OTHER FINANCIAL OBLIGATION OF ANOTHER PARTY.
  B.  DUTIES OF THE PORT AUTHORITY WITH RESPECT TO THE DISPOSAL OF PROP-
ERTY. (1) THE PORT AUTHORITY SHALL  ADOPT  BY  RESOLUTION  COMPREHENSIVE
GUIDELINES  WHICH  SHALL (A) DETAIL THE AUTHORITY'S OPERATIVE POLICY AND
INSTRUCTIONS REGARDING THE USE, AWARDING, MONITORING  AND  REPORTING  OF
CONTRACTS  FOR THE DISPOSAL OF PROPERTY, AND (B) DESIGNATE A CONTRACTING
OFFICER WHO SHALL BE RESPONSIBLE FOR THE  AUTHORITY'S  COMPLIANCE  WITH,
AND ENFORCEMENT OF, SUCH GUIDELINES. SUCH GUIDELINES SHALL BE CONSISTENT
WITH, AND SHALL REQUIRE THE AUTHORITY'S CONTRACTING ACTIVITIES TO COMPLY
WITH  THIS  SECTION,  THE AUTHORITY'S ENABLING LEGISLATION AND ANY OTHER
APPLICABLE LAW FOR THE DISPOSAL OF PROPERTY, EXCEPT THAT SUCH GUIDELINES
MAY BE STRICTER THAN THE PROVISIONS OF  THIS  SECTION,  THE  AUTHORITY'S
ENABLING  LEGISLATION  AND  ANY OTHER APPLICABLE LAW FOR THE DISPOSAL OF
PROPERTY IF THE AUTHORITY  DETERMINES  THAT  ADDITIONAL  SAFEGUARDS  ARE
NECESSARY  TO ASSURE THE INTEGRITY OF ITS DISPOSITION ACTIVITIES. GUIDE-
LINES APPROVED BY THE AUTHORITY SHALL BE ANNUALLY REVIEWED AND  APPROVED
BY  THE  BOARD OF COMMISSIONERS OF THE AUTHORITY. ON OR BEFORE THE THIR-
TY-FIRST DAY OF MARCH IN EACH YEAR, THE AUTHORITY SHALL  FILE  WITH  THE
STATE  COMPTROLLER  OF EACH STATE A COPY OF THE GUIDELINES MOST RECENTLY
REVIEWED AND APPROVED BY  THE  AUTHORITY,  INCLUDING  THE  NAME  OF  THE
AUTHORITY'S  DESIGNATED CONTRACTING OFFICER.  AT THE TIME OF FILING SUCH
GUIDELINES WITH THE STATE COMPTROLLER, THE  AUTHORITY  SHALL  ALSO  POST
SUCH  GUIDELINES  ON THE AUTHORITY'S INTERNET WEBSITE. GUIDELINES POSTED
ON THE AUTHORITY'S INTERNET WEBSITE SHALL BE MAINTAINED ON SUCH  WEBSITE
AT  LEAST  UNTIL  THE  PROCUREMENT GUIDELINES FOR THE FOLLOWING YEAR ARE
POSTED ON SUCH WEBSITE.
  (2) THE PORT AUTHORITY SHALL:
  (A) MAINTAIN ADEQUATE INVENTORY CONTROLS  AND  ACCOUNTABILITY  SYSTEMS
FOR ALL PROPERTY UNDER ITS CONTROL;
  (B)  PERIODICALLY  INVENTORY SUCH PROPERTY TO DETERMINE WHICH PROPERTY
SHALL BE DISPOSED OF;
  (C) PRODUCE A WRITTEN REPORT OF SUCH PROPERTY IN ACCORDANCE WITH PARA-
GRAPH THREE OF THIS SUBDIVISION;
  (D) TRANSFER OR DISPOSE OF SUCH PROPERTY AS PROMPTLY  AS  POSSIBLE  IN
ACCORDANCE WITH SUBDIVISION C OF THIS SECTION.
  (3)(A)  THE  PORT  AUTHORITY  SHALL  PUBLISH, NOT LESS FREQUENTLY THAN
ANNUALLY, A REPORT LISTING ALL REAL  PROPERTY  OF  THE  AUTHORITY.  SUCH
REPORT  SHALL  INCLUDE  A  LIST  AND  FULL  DESCRIPTION  OF ALL REAL AND
PERSONAL PROPERTY DISPOSED OF  DURING  SUCH  PERIOD.  THE  REPORT  SHALL
CONTAIN THE PRICE RECEIVED BY THE AUTHORITY AND THE NAME OF THE PURCHAS-
ER FOR ALL SUCH PROPERTY SOLD BY THE AUTHORITY DURING SUCH PERIOD.
  (B)  THE  PORT  AUTHORITY  SHALL  DELIVER COPIES OF SUCH REPORT TO THE
GOVERNOR, STATE COMPTROLLER, AND THE LEGISLATURE OF EACH STATE.
  C. DISPOSAL OF PORT AUTHORITY PROPERTY. (1) SUPERVISION AND DIRECTION.
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION,  THE  CONTRACTING  OFFICER

A. 3944--A                          6

DESIGNATED  BY  THE  PORT AUTHORITY SHALL HAVE SUPERVISION AND DIRECTION
OVER THE DISPOSITION OF PROPERTY OF THE AUTHORITY.
  (2)  CUSTODY  AND  CONTROL. THE CUSTODY AND CONTROL OF THE PROPERTY OF
THE PORT AUTHORITY, PENDING ITS DISPOSITION, AND THE  DISPOSAL  OF  SUCH
PROPERTY, SHALL BE PERFORMED BY THE AUTHORITY.
  (3)  METHOD  OF DISPOSITION. SUBJECT TO SUBDIVISION B OF THIS SECTION,
THE PORT AUTHORITY MAY DISPOSE OF PROPERTY FOR NOT LESS  THAN  THE  FAIR
MARKET  VALUE OF SUCH PROPERTY BY SALE, EXCHANGE, OR TRANSFER, FOR CASH,
CREDIT, OR OTHER PROPERTY, WITH OR WITHOUT WARRANTY, AND UPON SUCH OTHER
TERMS AND CONDITIONS AS THE CONTRACTING OFFICER DEEMS PROPER, AND IT MAY
EXECUTE SUCH DOCUMENTS FOR THE TRANSFER OF TITLE OR  OTHER  INTEREST  IN
PROPERTY  AND  TAKE SUCH OTHER ACTION AS IT DEEMS NECESSARY OR PROPER TO
DISPOSE  OF  SUCH  PROPERTY  UNDER  THE  PROVISIONS  OF  THIS   SECTION.
PROVIDED, HOWEVER, THAT NO DISPOSITION OF REAL PROPERTY, OR ANY INTEREST
IN REAL PROPERTY, SHALL BE MADE UNLESS AN APPRAISAL OF THE VALUE OF SUCH
PROPERTY  HAS  BEEN MADE BY AN INDEPENDENT APPRAISER AND INCLUDED IN THE
RECORD OF THE TRANSACTION, AND, PROVIDED FURTHER, THAT NO DISPOSITION OF
ANY OTHER PROPERTY, WHICH BECAUSE OF ITS UNIQUE  NATURE  OR  THE  UNIQUE
CIRCUMSTANCES  OF  THE  PROPOSED  TRANSACTION  IS  NOT READILY VALUED BY
REFERENCE TO AN ACTIVE MARKET FOR SIMILAR PROPERTY, SHALL BE MADE  WITH-
OUT A SIMILAR APPRAISAL.
  (4)  VALIDITY  OF  DEED,  BILL  OF SALE, LEASE, OR OTHER INSTRUMENT. A
DEED, BILL OF SALE, LEASE, OR OTHER INSTRUMENT EXECUTED BY OR ON  BEHALF
OF  THE PORT AUTHORITY, PURPORTING TO TRANSFER TITLE OR ANY OTHER INTER-
EST IN PROPERTY OF THE AUTHORITY UNDER THIS SECTION SHALL BE  CONCLUSIVE
EVIDENCE  OF  COMPLIANCE  WITH THE PROVISIONS OF THIS SECTION INSOFAR AS
CONCERNS TITLE OR OTHER INTEREST OF ANY BONA FIDE GRANTEE OR  TRANSFEREE
WHO  HAS  GIVEN  VALUABLE CONSIDERATION FOR SUCH TITLE OR OTHER INTEREST
AND HAS NOT RECEIVED ACTUAL OR  CONSTRUCTIVE  NOTICE  OF  LACK  OF  SUCH
COMPLIANCE PRIOR TO THE CLOSING.
  (5)  BIDS  FOR  DISPOSAL;  ADVERTISING; PROCEDURE; DISPOSAL BY NEGOTI-
ATION;  EXPLANATORY  STATEMENT.  (A)  ALL  DISPOSALS  OR  CONTRACTS  FOR
DISPOSAL  OF  PROPERTY  OF  THE PORT AUTHORITY MADE OR AUTHORIZED BY THE
CONTRACTING OFFICER SHALL BE MADE AFTER PUBLICLY  ADVERTISING  FOR  BIDS
EXCEPT AS PROVIDED IN SUBPARAGRAPH (C) OF THIS PARAGRAPH.
  (B)  WHENEVER  PUBLIC  ADVERTISING FOR BIDS IS REQUIRED UNDER SUBPARA-
GRAPH (A) OF THIS PARAGRAPH:
  (I) THE ADVERTISEMENT FOR BIDS SHALL BE MADE AT SUCH TIME PRIOR TO THE
DISPOSAL OR CONTRACT, THROUGH SUCH METHODS, AND ON SUCH TERMS AND CONDI-
TIONS AS SHALL PERMIT FULL AND  FREE  COMPETITION  CONSISTENT  WITH  THE
VALUE AND NATURE OF THE PROPERTY;
  (II) ALL BIDS SHALL BE PUBLICLY DISCLOSED AT THE TIME AND PLACE STATED
IN THE ADVERTISEMENT; AND
  (III)  THE AWARD SHALL BE MADE WITH REASONABLE PROMPTNESS BY NOTICE TO
THE RESPONSIBLE BIDDER WHOSE BID, CONFORMING TO THE INVITATION FOR BIDS,
WILL BE MOST ADVANTAGEOUS TO THE STATE, PRICE AND OTHER FACTORS  CONSID-
ERED;  PROVIDED,  THAT ALL BIDS MAY BE REJECTED WHEN IT IS IN THE PUBLIC
INTEREST TO DO SO.
  (C) DISPOSALS AND CONTRACTS FOR DISPOSAL OF PROPERTY MAY BE NEGOTIATED
OR MADE BY PUBLIC AUCTION WITHOUT REGARD TO SUBPARAGRAPHS (A) AND (B) OF
THIS PARAGRAPH BUT SUBJECT TO OBTAINING SUCH COMPETITION AS IS  FEASIBLE
UNDER THE CIRCUMSTANCES, IF:
  (I)  THE  PERSONAL  PROPERTY  INVOLVED HAS QUALITIES SEPARATE FROM THE
UTILITARIAN PURPOSE OF SUCH PROPERTY, SUCH AS ARTISTIC QUALITY, ANTIQUI-
TY, HISTORICAL SIGNIFICANCE, RARITY, OR OTHER QUALITY OF SIMILAR EFFECT,
THAT WOULD TEND TO INCREASE ITS VALUE, OR IF THE PERSONAL PROPERTY IS TO

A. 3944--A                          7

BE SOLD IN SUCH QUANTITY THAT, IF IT WERE  DISPOSED  OF  UNDER  SUBPARA-
GRAPHS  (A)  AND (B) OF THIS PARAGRAPH, WOULD ADVERSELY AFFECT THE STATE
OR LOCAL MARKET FOR SUCH PROPERTY, AND THE ESTIMATED FAIR  MARKET  VALUE
OF  SUCH  PROPERTY  AND  OTHER  SATISFACTORY  TERMS  OF  DISPOSAL CAN BE
OBTAINED BY NEGOTIATION;
  (II) THE FAIR MARKET VALUE OF THE PROPERTY  DOES  NOT  EXCEED  FIFTEEN
THOUSAND DOLLARS;
  (III) BID PRICES AFTER ADVERTISING THEREFOR ARE NOT REASONABLE, EITHER
AS  TO  ALL OR SOME PART OF THE PROPERTY, OR HAVE NOT BEEN INDEPENDENTLY
ARRIVED AT IN OPEN COMPETITION;
  (IV) THE DISPOSAL WILL BE TO THE STATE OR ANY  POLITICAL  SUBDIVISION,
AND  THE ESTIMATED FAIR MARKET VALUE OF THE PROPERTY AND OTHER SATISFAC-
TORY TERMS OF DISPOSAL ARE OBTAINED BY NEGOTIATION;
  (V) UNDER THOSE CIRCUMSTANCES  PERMITTED  BY  PARAGRAPH  SIX  OF  THIS
SUBDIVISION; OR
  (VI) SUCH ACTION IS OTHERWISE AUTHORIZED BY LAW.
  (D)(I) AN EXPLANATORY STATEMENT SHALL BE PREPARED OF THE CIRCUMSTANCES
OF EACH DISPOSAL BY NEGOTIATION OF:
  (A)  ANY PERSONAL PROPERTY WHICH HAS AN ESTIMATED FAIR MARKET VALUE IN
EXCESS OF FIFTEEN THOUSAND DOLLARS;
  (B) ANY REAL PROPERTY THAT HAS  AN  ESTIMATED  FAIR  MARKET  VALUE  IN
EXCESS  OF  ONE  HUNDRED THOUSAND DOLLARS, EXCEPT THAT ANY REAL PROPERTY
DISPOSED OF BY LEASE OR EXCHANGE SHALL ONLY BE SUBJECT TO SUBCLAUSES (C)
AND (D) OF THIS CLAUSE;
  (C) ANY REAL PROPERTY DISPOSED OF BY LEASE, IF  THE  ESTIMATED  ANNUAL
RENT  OVER  THE  TERM  OF  THE  LEASE  IS  IN EXCESS OF FIFTEEN THOUSAND
DOLLARS;
  (D) ANY REAL PROPERTY OR REAL AND RELATED PERSONAL  PROPERTY  DISPOSED
OF  BY  EXCHANGE,  REGARDLESS  OF VALUE, OR ANY PROPERTY ANY PART OF THE
CONSIDERATION FOR WHICH IS REAL PROPERTY.
  (II) EACH SUCH STATEMENT SHALL BE TRANSMITTED TO THE PERSONS  ENTITLED
TO  RECEIVE  COPIES  OF  THE REPORT REQUIRED UNDER SUBDIVISION B OF THIS
SECTION NOT LESS THAN NINETY DAYS IN ADVANCE OF  SUCH  DISPOSAL,  AND  A
COPY THEREOF SHALL BE PRESERVED IN THE FILES OF THE AUTHORITY.
  (6) DISPOSAL OF PROPERTY FOR LESS THAN FAIR MARKET VALUE. (A) NO ASSET
OWNED,  LEASED  OR OTHERWISE IN THE CONTROL OF THE PORT AUTHORITY MAY BE
SOLD, LEASED, OR OTHERWISE ALIENATED FOR LESS THAN ITS FAIR MARKET VALUE
EXCEPT IF:
  (I) THE TRANSFEREE IS A GOVERNMENT OR OTHER  PUBLIC  ENTITY,  AND  THE
TERMS  AND CONDITIONS OF THE TRANSFER REQUIRE THAT THE OWNERSHIP AND USE
OF THE ASSET WILL REMAIN WITH THE GOVERNMENT OR ANY OTHER PUBLIC ENTITY;
  (II) THE PURPOSE OF THE TRANSFER IS WITHIN  THE  PURPOSE,  MISSION  OR
GOVERNING STATUTE OF THE AUTHORITY; OR
  (III)  IN  THE EVENT THE AUTHORITY SEEKS TO TRANSFER AN ASSET FOR LESS
THAN ITS FAIR MARKET VALUE TO OTHER THAN A  GOVERNMENTAL  ENTITY,  WHICH
DISPOSAL  WOULD  NOT BE CONSISTENT WITH THE AUTHORITY'S MISSION, PURPOSE
OR GOVERNING STATUTES, SUCH AUTHORITY SHALL PROVIDE WRITTEN NOTIFICATION
THEREOF TO THE GOVERNOR OF EACH STATE, AND SUCH PROPOSED TRANSFER  SHALL
BE  SUBJECT  TO DENIAL BY EITHER GOVERNOR.  DENIAL BY THE GOVERNOR SHALL
TAKE THE FORM OF A SIGNED CERTIFICATION BY THE  GOVERNOR.  THE  GOVERNOR
SHALL  TAKE  ANY SUCH ACTION WITHIN SIXTY DAYS OF RECEIVING NOTIFICATION
OF SUCH PROPOSED TRANSFER. IF NO SUCH CERTIFICATION IS PERFORMED  WITHIN
SIXTY  DAYS  OF SUCH NOTIFICATION OF THE PROPOSED TRANSFER TO THE GOVER-
NOR, THE AUTHORITY MAY EFFECTUATE SUCH TRANSFER.

A. 3944--A                          8

  (B) IN THE EVENT A BELOW FAIR MARKET VALUE ASSET TRANSFER IS PROPOSED,
THE FOLLOWING INFORMATION MUST BE PROVIDED TO THE BOARD OF COMMISSIONERS
AND THE PUBLIC:
  (I) A FULL DESCRIPTION OF THE ASSET;
  (II)  AN APPRAISAL OF THE FAIR MARKET VALUE OF THE ASSET AND ANY OTHER
INFORMATION ESTABLISHING THE FAIR MARKET VALUE SOUGHT BY THE BOARD;
  (III) A DESCRIPTION OF THE PURPOSE OF THE TRANSFER, AND  A  REASONABLE
STATEMENT  OF THE KIND AND AMOUNT OF THE BENEFIT TO THE PUBLIC RESULTING
FROM THE TRANSFER, INCLUDING  BUT  NOT  LIMITED  TO  THE  KIND,  NUMBER,
LOCATION,  WAGES OR SALARIES OF JOBS CREATED OR PRESERVED AS REQUIRED BY
THE TRANSFER, THE BENEFITS, IF ANY, TO  THE  COMMUNITIES  IN  WHICH  THE
ASSET IS SITUATED AS ARE REQUIRED BY THE TRANSFER;
  (IV)  A  STATEMENT  OF  THE  VALUE TO BE RECEIVED COMPARED TO THE FAIR
MARKET VALUE;
  (V) THE NAMES OF ANY PRIVATE PARTIES PARTICIPATING  IN  THE  TRANSFER,
AND  IF  DIFFERENT  THAN  THE  STATEMENT REQUIRED BY CLAUSE (IV) OF THIS
SUBPARAGRAPH, A STATEMENT OF THE VALUE TO THE PRIVATE PARTY; AND
  (VI) THE NAMES OF OTHER PRIVATE PARTIES WHO HAVE  MADE  AN  OFFER  FOR
SUCH  ASSET,  THE VALUE OFFERED, AND THE PURPOSE FOR WHICH THE ASSET WAS
SOUGHT TO BE USED.
  (C) BEFORE APPROVING THE DISPOSAL OF ANY PROPERTY FOR LESS  THAN  FAIR
MARKET  VALUE, THE BOARD OF COMMISSIONERS SHALL CONSIDER THE INFORMATION
DESCRIBED IN SUBPARAGRAPH (B) OF  THIS  PARAGRAPH  AND  MAKE  A  WRITTEN
DETERMINATION  THAT  THERE  IS NO REASONABLE ALTERNATIVE TO THE PROPOSED
BELOW-MARKET TRANSFER THAT WOULD ACHIEVE THE SAME PURPOSE OF SUCH TRANS-
FER.
  S 3. ANNUAL REPORT. A. THE PORT AUTHORITY SHALL SUBMIT TO  THE  GOVER-
NOR,  THE  STATE  COMPTROLLER  AND THE LEGISLATURE OF EACH STATE, WITHIN
NINETY DAYS AFTER THE END OF ITS FISCAL YEAR, A  COMPLETE  AND  DETAILED
REPORT OR REPORTS SETTING FORTH: (1) ITS OPERATIONS AND ACCOMPLISHMENTS;
(2)  ITS  FINANCIAL REPORTS, INCLUDING (A) AUDITED FINANCIALS IN ACCORD-
ANCE WITH ALL APPLICABLE REGULATIONS AND  FOLLOWING  GENERALLY  ACCEPTED
ACCOUNTING PRINCIPLES, (B) GRANT AND SUBSIDY PROGRAMS, (C) OPERATING AND
FINANCIAL  RISKS,  (D)  CURRENT  RATINGS, IF ANY, OF ITS BONDS ISSUED BY
RECOGNIZED BOND RATING AGENCIES AND NOTICE OF CHANGES IN  SUCH  RATINGS,
AND  (E)  LONG-TERM  LIABILITIES,  INCLUDING LEASES AND EMPLOYEE BENEFIT
PLANS; (3) A SCHEDULE OF ITS BONDS AND NOTES OUTSTANDING AT THE  END  OF
ITS  FISCAL  YEAR, TOGETHER WITH A STATEMENT OF THE AMOUNTS REDEEMED AND
INCURRED DURING SUCH FISCAL YEAR AS PART OF A SCHEDULE OF DEBT  ISSUANCE
THAT  INCLUDES  THE  DATE  OF  ISSUANCE, TERM, AMOUNT, INTEREST RATE AND
MEANS OF REPAYMENT. ADDITIONALLY, THE DEBT SCHEDULE SHALL  ALSO  INCLUDE
ALL  REFINANCINGS,  CALLS,  REFUNDINGS,  DEFEASEMENTS  AND INTEREST RATE
EXCHANGE OR OTHER SUCH AGREEMENTS, AND FOR ANY DEBT  ISSUED  DURING  THE
REPORTING YEAR, THE SCHEDULE SHALL ALSO INCLUDE A DETAILED LIST OF COSTS
OF  ISSUANCE  FOR  SUCH  DEBT;  (4)  A  COMPENSATION SCHEDULE THAT SHALL
INCLUDE, BY POSITION, TITLE AND NAME OF THE PERSON HOLDING SUCH POSITION
OR TITLE, THE SALARY, COMPENSATION, ALLOWANCE AND/OR  BENEFITS  PROVIDED
TO  ANY OFFICER, DIRECTOR OR EMPLOYEE IN A DECISION MAKING OR MANAGERIAL
POSITION OF SUCH AUTHORITY WHOSE SALARY IS  IN  EXCESS  OF  ONE  HUNDRED
THOUSAND  DOLLARS; (5) BIOGRAPHICAL INFORMATION, NOT INCLUDING CONFIDEN-
TIAL PERSONAL INFORMATION, FOR ALL DIRECTORS AND OFFICERS AND  EMPLOYEES
FOR  WHOM  SALARY  REPORTING IS REQUIRED; (6) THE PROJECTS UNDERTAKEN BY
SUCH AUTHORITY DURING THE PAST YEAR; (7) A LISTING AND  DESCRIPTION,  IN
ADDITION  TO THE REPORT REQUIRED BY SUBPARAGRAPH (C) OF PARAGRAPH TWO OF
SUBDIVISION B OF SECTION TWO OF THIS ARTICLE, OF ALL  REAL  PROPERTY  OF
THE AUTHORITY HAVING AN ESTIMATED FAIR MARKET VALUE IN EXCESS OF FIFTEEN

A. 3944--A                          9

THOUSAND  DOLLARS THAT THE AUTHORITY ACQUIRES OR DISPOSES OF DURING SUCH
PERIOD. THE REPORT SHALL CONTAIN THE  PRICE  RECEIVED  OR  PAID  BY  THE
AUTHORITY  AND THE NAME OF THE PURCHASER OR SELLER FOR ALL SUCH PROPERTY
SOLD OR BOUGHT BY THE AUTHORITY DURING SUCH PERIOD; (8) SUCH AUTHORITY'S
CODE  OF  ETHICS; (9) AN ASSESSMENT OF THE EFFECTIVENESS OF ITS INTERNAL
CONTROL STRUCTURE AND PROCEDURES; (10) A DESCRIPTION  OF  THE  AUTHORITY
AND ITS BOARD STRUCTURE, INCLUDING (A) NAMES OF COMMITTEES AND COMMITTEE
MEMBERS, (B) LISTS OF BOARD MEETINGS AND ATTENDANCE, (C) DESCRIPTIONS OF
MAJOR  AUTHORITY  UNITS, SUBSIDIARIES, AND (D) NUMBER OF EMPLOYEES; (11)
ITS CHARTER, IF ANY, AND BY-LAWS; (12) A LISTING OF MATERIAL CHANGES  IN
OPERATIONS  AND  PROGRAMS DURING THE REPORTING YEAR; (13) AT A MINIMUM A
FOUR-YEAR FINANCIAL PLAN, INCLUDING (A) A CURRENT AND PROJECTED  CAPITAL
BUDGET,  AND  (B) AN OPERATING BUDGET REPORT, INCLUDING AN ACTUAL VERSUS
ESTIMATED BUDGET, WITH AN ANALYSIS  AND  MEASUREMENT  OF  FINANCIAL  AND
OPERATING PERFORMANCE; (14) ITS BOARD PERFORMANCE EVALUATIONS; PROVIDED,
HOWEVER,  THAT SUCH EVALUATIONS SHALL NOT BE SUBJECT TO DISCLOSURE UNDER
THE FREEDOM OF INFORMATION LAWS OF EACH STATE; (15) A DESCRIPTION OF THE
TOTAL AMOUNTS OF ASSETS, SERVICES OR BOTH ASSETS AND SERVICES BOUGHT  OR
SOLD  WITHOUT  COMPETITIVE  BIDDING,  INCLUDING  (A) THE NATURE OF THOSE
ASSETS AND SERVICES, (B) THE NAMES OF THE COUNTERPARTIES, AND (C)  WHERE
THE  CONTRACT  PRICE  FOR ASSETS PURCHASED EXCEEDS FAIR MARKET VALUE, OR
WHERE THE CONTRACT PRICE FOR ASSETS SOLD IS LESS THAN FAIR MARKET VALUE,
A DETAILED EXPLANATION OF THE JUSTIFICATION FOR MAKING THE  PURCHASE  OR
SALE WITHOUT COMPETITIVE BIDDING, AND A CERTIFICATION BY THE CHIEF EXEC-
UTIVE  OFFICER  AND CHIEF FINANCIAL OFFICER OF THE PUBLIC AUTHORITY THAT
THEY HAVE REVIEWED THE TERMS OF SUCH PURCHASE  OR  SALE  AND  DETERMINED
THAT  IT  COMPLIES  WITH  APPLICABLE LAW AND PROCUREMENT GUIDELINES; AND
(16) A DESCRIPTION OF ANY  MATERIAL  PENDING  LITIGATION  IN  WHICH  THE
AUTHORITY IS INVOLVED AS A PARTY DURING THE REPORTING YEAR.
  B.  THE  PORT  AUTHORITY  SHALL MAKE ACCESSIBLE TO THE PUBLIC, VIA ITS
OFFICIAL OR SHARED INTERNET WEB SITE, DOCUMENTATION  PERTAINING  TO  ITS
MISSION,  CURRENT  ACTIVITIES,  MOST  RECENT  ANNUAL  FINANCIAL REPORTS,
CURRENT YEAR BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT  UNLESS
SUCH  INFORMATION  IS  EXEMPT FROM DISCLOSURE PURSUANT TO EITHER STATE'S
FREEDOM OF INFORMATION LAWS.
  C. EVERY FINANCIAL  REPORT  SUBMITTED  UNDER  THIS  SECTION  SHALL  BE
APPROVED  BY  THE  BOARD  AND SHALL BE CERTIFIED IN WRITING BY THE CHIEF
EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF SUCH AUTHORITY THAT
BASED ON THE OFFICER'S KNOWLEDGE (1) THE INFORMATION PROVIDED THEREIN IS
ACCURATE, CORRECT AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF  MATERIAL
FACT; (2) DOES NOT OMIT ANY MATERIAL FACT WHICH, IF OMITTED, WOULD CAUSE
THE  FINANCIAL STATEMENTS TO BE MISLEADING IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH SUCH STATEMENTS ARE MADE; AND (3)  FAIRLY  PRESENTS  IN  ALL
MATERIAL  RESPECTS  THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE AUTHORITY AS OF, AND FOR, THE PERIODS  PRESENTED  IN  THE  FINANCIAL
STATEMENTS.
  S 4. INDEPENDENT AUDITS AND AUDIT REPORTS. A. THE PORT AUTHORITY SHALL
SUBMIT  TO  THE  GOVERNOR, THE STATE COMPTROLLER, AND THE LEGISLATURE OF
EACH STATE, TOGETHER WITH THE REPORT DESCRIBED IN SECTION THREE OF  THIS
ARTICLE,  A  COPY OF THE ANNUAL INDEPENDENT AUDIT REPORT, PERFORMED BY A
CERTIFIED PUBLIC ACCOUNTING FIRM IN ACCORDANCE WITH  GENERALLY  ACCEPTED
AUDITING  STANDARDS,  AND MANAGEMENT LETTER AND ANY OTHER EXTERNAL EXAM-
INATION OF THE BOOKS AND ACCOUNTS OF THE AUTHORITY.
  B. EACH CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM THAT PERFORMS ANY
AUDIT REQUIRED BY THIS ARTICLE SHALL TIMELY REPORT TO THE AUDIT  COMMIT-
TEE  OF  SUCH  AUTHORITY: (1) ALL CRITICAL ACCOUNTING POLICIES AND PRAC-

A. 3944--A                         10

TICES TO BE USED; (2) ALL ALTERNATIVE TREATMENTS OF  FINANCIAL  INFORMA-
TION  WITHIN  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES THAT HAVE BEEN
DISCUSSED WITH MANAGEMENT OFFICIALS OF THE AUTHORITY,  RAMIFICATIONS  OF
THE  USE  OF SUCH ALTERNATIVE DISCLOSURES AND TREATMENTS, AND THE TREAT-
MENT PREFERRED BY THE CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM;  AND
(3)  OTHER  MATERIAL  WRITTEN COMMUNICATIONS BETWEEN THE CERTIFIED INDE-
PENDENT PUBLIC ACCOUNTING FIRM AND THE MANAGEMENT OF THE AUTHORITY, SUCH
AS THE MANAGEMENT LETTER ALONG WITH MANAGEMENT'S  RESPONSE  OR  PLAN  OF
CORRECTIVE  ACTION, MATERIAL CORRECTIONS IDENTIFIED OR SCHEDULE OF UNAD-
JUSTED DIFFERENCES, WHERE APPLICABLE.
  C. NOTWITHSTANDING ANY OTHER PROVISION OF LAW  TO  THE  CONTRARY,  THE
CERTIFIED  INDEPENDENT PUBLIC ACCOUNTING FIRM PROVIDING SUCH AUTHORITY'S
ANNUAL INDEPENDENT AUDIT WILL BE PROHIBITED IN PROVIDING AUDIT  SERVICES
TO  THE  AUTHORITY  IF  THE LEAD (OR COORDINATING) AUDIT PARTNER (HAVING
PRIMARY RESPONSIBILITY FOR THE AUDIT), OR THE AUDIT PARTNER  RESPONSIBLE
FOR REVIEWING THE AUDIT, HAS PERFORMED AUDIT SERVICES FOR THAT ISSUER IN
EACH OF THE FIVE PREVIOUS FISCAL YEARS OF SUCH AUTHORITY.
  D.  THE  CERTIFIED  INDEPENDENT  PUBLIC ACCOUNTING FIRM PERFORMING THE
AUTHORITY'S AUDIT SHALL BE  PROHIBITED  FROM  PERFORMING  ANY  NON-AUDIT
SERVICES  TO  SUCH  AUTHORITY  CONTEMPORANEOUSLY  WITH THE AUDIT, UNLESS
RECEIVING PREVIOUS WRITTEN APPROVAL BY THE  AUDIT  COMMITTEE  INCLUDING:
(1)  BOOKKEEPING  OR OTHER SERVICES RELATED TO THE ACCOUNTING RECORDS OR
FINANCIAL  STATEMENTS  OF  SUCH  AUTHORITY;  (2)  FINANCIAL  INFORMATION
SYSTEMS  DESIGN AND IMPLEMENTATION; (3) APPRAISAL OR VALUATION SERVICES,
FAIRNESS  OPINIONS,  OR  CONTRIBUTION-IN-KIND  REPORTS;  (4)   ACTUARIAL
SERVICES;  (5) INTERNAL AUDIT OUTSOURCING SERVICES; (6) MANAGEMENT FUNC-
TIONS OR HUMAN SERVICES; (7) BROKER OR DEALER,  INVESTMENT  ADVISOR,  OR
INVESTMENT  BANKING SERVICES; AND (8) LEGAL SERVICES AND EXPERT SERVICES
UNRELATED TO THE AUDIT.
  E. IT  SHALL  BE  PROHIBITED  FOR  ANY  CERTIFIED  INDEPENDENT  PUBLIC
ACCOUNTING  FIRM  TO  PERFORM FOR THE AUTHORITY ANY AUDIT SERVICE IF THE
CHIEF EXECUTIVE OFFICER, COMPTROLLER,  CHIEF  FINANCIAL  OFFICER,  CHIEF
ACCOUNTING  OFFICER,  OR ANY OTHER PERSON SERVING IN AN EQUIVALENT POSI-
TION FOR THE AUTHORITY,  WAS  EMPLOYED  BY  THAT  CERTIFIED  INDEPENDENT
PUBLIC  ACCOUNTING FIRM AND PARTICIPATED IN ANY CAPACITY IN THE AUDIT OF
THE AUTHORITY DURING THE ONE YEAR  PERIOD  PRECEDING  THE  DATE  OF  THE
INITIATION OF THE AUDIT.
  F.  NOTWITHSTANDING  ANY  PROVISION  OF  LAW TO THE CONTRARY, A PUBLIC
AUTHORITY MAY EXEMPT INFORMATION FROM DISCLOSURE OR REPORT, IF THE COUN-
SEL OF SUCH AUTHORITY DEEMS THAT SUCH INFORMATION IS COVERED  BY  EITHER
STATE'S FREEDOM OF INFORMATION LAWS.
  S 5. WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM. A. DEFINITIONS.
  (1)  "ATTORNEY  GENERAL" SHALL MEAN THE ATTORNEY GENERAL OF THE STATES
OF NEW YORK AND NEW JERSEY.
  (2) "EMPLOYEES" MEANS THOSE PERSONS EMPLOYED AT  THE  PORT  AUTHORITY,
INCLUDING  BUT  NOT LIMITED TO: FULL-TIME AND PART-TIME EMPLOYEES, THOSE
EMPLOYEES ON PROBATION, AND TEMPORARY EMPLOYEES.
  (3) "INSPECTOR GENERAL" SHALL MEAN THE INSPECTOR GENERAL OF  THE  PORT
AUTHORITY.
  (4)  "WHISTLEBLOWER" SHALL MEAN ANY EMPLOYEE OF THE PORT AUTHORITY WHO
DISCLOSES INFORMATION CONCERNING ACTS OF WRONGDOING, MISCONDUCT, MALFEA-
SANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY AN EMPLOYEE OR BOARD MEMBER OF
THE AUTHORITY, CONCERNING THE AUTHORITY'S INVESTMENTS, TRAVEL,  ACQUISI-
TION  OF  REAL OR PERSONAL PROPERTY, THE DISPOSITION OF REAL OR PERSONAL
PROPERTY AND THE PROCUREMENT OF GOODS AND SERVICES.

A. 3944--A                         11

  B. THE INSPECTOR GENERAL, AFTER CONSULTATION WITH THE ATTORNEY GENERAL
OF BOTH STATES SHALL  DEVELOP  A  WHISTLEBLOWER  ACCESS  AND  ASSISTANCE
PROGRAM WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO:
  (1)  EVALUATING  AND COMMENTING ON WHISTLEBLOWER PROGRAMS AND POLICIES
BY BOARD OF COMMISSIONERS PURSUANT TO PARAGRAPH FIVE OF SUBDIVISION A OF
SECTION TWO OF ARTICLE IV OF THIS ACT;
  (2) ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE  TO
EMPLOYEES;
  (3)  OFFERING  ADVICE REGARDING EMPLOYEE RIGHTS UNDER APPLICABLE STATE
AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL PERSONS; AND
  (4) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
ING ANY ISSUE AT THE PORT AUTHORITY.
  C. ANY COMMUNICATIONS BETWEEN AN EMPLOYEE AND  THE  INSPECTOR  GENERAL
PURSUANT  TO  THIS  SECTION  SHALL  BE HELD STRICTLY CONFIDENTIAL BY THE
INSPECTOR GENERAL, UNLESS THE EMPLOYEE SPECIFICALLY  WAIVES  IN  WRITING
THE RIGHT TO CONFIDENTIALITY, EXCEPT THAT SUCH CONFIDENTIALITY SHALL NOT
EXEMPT  THE  INSPECTOR  GENERAL  FROM DISCLOSING SUCH INFORMATION, WHERE
APPROPRIATE, TO ANY LAW ENFORCEMENT AUTHORITY.
  D. THE PORT AUTHORITY SHALL  NOT  FIRE,  DISCHARGE,  DEMOTE,  SUSPEND,
THREATEN,  HARASS  OR  DISCRIMINATE  AGAINST  AN EMPLOYEE BECAUSE OF THE
EMPLOYEE'S ROLE AS A WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY  THE
EMPLOYEE ARE LEGAL.
  S 6. LOBBYING CONTACTS. A. DEFINITIONS. AS USED IN THIS ARTICLE:
  (1)  "LOBBYIST" SHALL HAVE THE SAME MEANING AS DEFINED IN THE LAWS OR,
RULES OR REGULATIONS OF EITHER STATE.
  (2) "LOBBYING" SHALL MEAN AND INCLUDE ANY ATTEMPT TO INFLUENCE:
  (A) THE ADOPTION OR REJECTION OF ANY RULE  OR  REGULATION  HAVING  THE
FORCE AND EFFECT OF LAW BY THE PORT AUTHORITY, AND
  (B) THE OUTCOME OF ANY RATE MAKING PROCEEDING BY THE PORT AUTHORITY.
  (3)  "CONTACT" SHALL MEAN ANY CONVERSATION, IN PERSON OR BY TELEPHONIC
OR OTHER REMOTE MEANS, OR CORRESPONDENCE BETWEEN ANY LOBBYIST ENGAGED IN
THE ACT OF LOBBYING AND ANY PERSON WITHIN THE  PORT  AUTHORITY  WHO  CAN
MAKE OR INFLUENCE A DECISION ON THE SUBJECT OF THE LOBBYING ON BEHALF OF
THE AUTHORITY, AND SHALL INCLUDE, AT A MINIMUM, ALL MEMBERS OF THE BOARD
OF COMMISSIONERS AND ALL OFFICERS OF THE PORT AUTHORITY.
  B. THE PORT AUTHORITY SHALL MAINTAIN A RECORD OF ALL LOBBYING CONTACTS
MADE WITH SUCH AUTHORITY.
  C.  EVERY  BOARD  MEMBER,  OFFICER OR EMPLOYEE OF THE AUTHORITY WHO IS
CONTACTED BY A LOBBYIST SHALL MAKE  A  CONTEMPORANEOUS  RECORD  OF  SUCH
CONTACT  CONTAINING THE DAY AND TIME OF THE CONTACT, THE IDENTITY OF THE
LOBBYIST AND A GENERAL SUMMARY OF THE SUBSTANCE OF THE CONTACT.
  D. THE PORT AUTHORITY SHALL ADOPT A POLICY IMPLEMENTING  THE  REQUIRE-
MENTS  OF THIS SECTION. SUCH POLICY SHALL APPOINT AN OFFICER TO WHOM ALL
SUCH RECORDS SHALL BE DELIVERED.    SUCH  OFFICER  SHALL  MAINTAIN  SUCH
RECORDS  FOR  NOT  LESS  THAN SEVEN YEARS IN A FILING SYSTEM DESIGNED TO
ORGANIZE SUCH RECORDS IN A MANNER SO AS TO MAKE SUCH RECORDS  USEFUL  TO
DETERMINE  WHETHER  THE  DECISIONS  OF  THE AUTHORITY WERE INFLUENCED BY
LOBBYING CONTACTS.
  S 7. INSPECTOR GENERAL. A. ESTABLISHMENT AND ORGANIZATION.  (1)  THERE
IS  HEREBY  ESTABLISHED  THE OFFICE OF THE INSPECTOR GENERAL IN THE PORT
AUTHORITY.  THE HEAD OF THE OFFICE SHALL BE THE  INSPECTOR  GENERAL  WHO
SHALL  BE APPOINTED BY, AND REPORT TO, THE BOARD OF COMMISSIONERS OF THE
PORT AUTHORITY.
  (2) THE INSPECTOR GENERAL SHALL HOLD OFFICE AT THE DISCRETION  OF  THE
BOARD  OF  COMMISSIONERS AND UNTIL HIS OR HER SUCCESSOR IS APPOINTED AND
HAS QUALIFIED.

A. 3944--A                         12

  (3) THE INSPECTOR GENERAL MAY APPOINT ONE OR  MORE  DEPUTY  INSPECTORS
GENERAL  TO  SERVE  AT HIS OR HER PLEASURE, WHO SHALL BE RESPONSIBLE FOR
CONDUCTING AUDITS AND INVESTIGATIONS IN THE PORT AUTHORITY.
  B.  FUNCTIONS AND DUTIES. THE INSPECTOR GENERAL SHALL HAVE THE FOLLOW-
ING DUTIES AND RESPONSIBILITIES:
  (1) RECEIVE AND INVESTIGATE COMPLAINTS FROM ANY SOURCE, OR UPON HIS OR
HER OWN INITIATIVE, CONCERNING ALLEGATIONS OF CORRUPTION, FRAUD,  CRIMI-
NAL  ACTIVITY,  CONFLICTS  OF INTEREST OR ABUSE IN THE PORT AUTHORITY OR
ITS SUBSIDIARIES;
  (2) INFORM THE BOARD OF COMMISSIONERS AND EXECUTIVE DIRECTOR  OF  SUCH
ALLEGATIONS  AND  THE PROGRESS OF INVESTIGATIONS RELATED THERETO, UNLESS
SPECIAL CIRCUMSTANCES REQUIRE CONFIDENTIALITY;
  (3) DETERMINE WITH RESPECT TO SUCH  ALLEGATIONS  WHETHER  DISCIPLINARY
ACTION,  CIVIL  OR  CRIMINAL PROSECUTION, OR FURTHER INVESTIGATION BY AN
APPROPRIATE FEDERAL, STATE OR LOCAL AGENCY IS WARRANTED, AND  TO  ASSIST
IN SUCH INVESTIGATIONS;
  (4) PREPARE AND RELEASE TO THE PUBLIC WRITTEN REPORTS OF SUCH INVESTI-
GATIONS,  AS  APPROPRIATE AND TO THE EXTENT PERMITTED BY LAW, SUBJECT TO
REDACTION TO PROTECT THE CONFIDENTIALITY OF WITNESSES.  THE  RELEASE  OF
ALL OR PORTIONS OF SUCH REPORTS MAY BE DEFERRED TO PROTECT THE CONFIDEN-
TIALITY OF ONGOING INVESTIGATIONS;
  (5) REVIEW AND EXAMINE PERIODICALLY THE POLICIES AND PROCEDURES OF THE
PORT   AUTHORITY   WITH  REGARD  TO  THE  PREVENTION  AND  DETECTION  OF
CORRUPTION, FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
  (6) RECOMMEND REMEDIAL ACTION  TO  PREVENT  OR  ELIMINATE  CORRUPTION,
FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
  (7)  ESTABLISH  PROGRAMS  FOR  TRAINING  PORT  AUTHORITY  OFFICERS AND
EMPLOYEES REGARDING THE PREVENTION AND ELIMINATION OF CORRUPTION, FRAUD,
CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE IN COVERED AGENCIES.
  C. POWERS. THE INSPECTOR GENERAL SHALL HAVE THE POWER TO:
  (1) SUBPOENA AND ENFORCE THE ATTENDANCE OF WITNESSES;
  (2) ADMINISTER OATHS OR AFFIRMATIONS AND EXAMINE WITNESSES UNDER OATH;
  (3) REQUIRE THE PRODUCTION OF ANY BOOKS AND PAPERS DEEMED RELEVANT  OR
MATERIAL TO ANY INVESTIGATION, EXAMINATION OR REVIEW;
  (4)  NOTWITHSTANDING  ANY  LAW  TO  THE  CONTRARY, EXAMINE AND COPY OR
REMOVE DOCUMENTS OR RECORDS OF ANY KIND PREPARED, MAINTAINED OR HELD  BY
THE PORT AUTHORITY AND ITS SUBSIDIARIES;
  (5)  REQUIRE  ANY  OFFICER  OR  EMPLOYEE  OF THE PORT AUTHORITY OR ITS
SUBSIDIARIES TO ANSWER QUESTIONS CONCERNING ANY MATTER  RELATED  TO  THE
PERFORMANCE  OF  HIS  OR  HER  OFFICIAL  DUTIES.  NO  STATEMENT OR OTHER
EVIDENCE DERIVED THEREFROM MAY BE USED AGAINST SUCH OFFICER OR  EMPLOYEE
IN  ANY  SUBSEQUENT  CRIMINAL  PROSECUTION  OTHER  THAN  FOR  PERJURY OR
CONTEMPT ARISING FROM SUCH TESTIMONY. THE  REFUSAL  OF  ANY  OFFICER  OR
EMPLOYEE  TO  ANSWER QUESTIONS SHALL BE CAUSE FOR REMOVAL FROM OFFICE OR
EMPLOYMENT OR OTHER APPROPRIATE PENALTY;
  (6) MONITOR THE IMPLEMENTATION BY THE PORT AUTHORITY OF ANY  RECOMMEN-
DATIONS MADE BY THE INSPECTOR GENERAL;
  (7)  PERFORM  ANY OTHER FUNCTIONS THAT ARE NECESSARY OR APPROPRIATE TO
FULFILL THE DUTIES AND RESPONSIBILITIES OF OFFICE.
  D. RESPONSIBILITIES OF PORT AUTHORITY OFFICERS  AND  EMPLOYEES.  EVERY
OFFICER  OR  EMPLOYEE  IN  THE PORT AUTHORITY AND ITS SUBSIDIARIES SHALL
REPORT PROMPTLY TO THE  INSPECTOR  GENERAL  ANY  INFORMATION  CONCERNING
CORRUPTION,  FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE BY
ANOTHER PORT AUTHORITY OFFICER OR EMPLOYEE RELATING TO HIS OR HER OFFICE
OR EMPLOYMENT, OR BY A PERSON HAVING BUSINESS  DEALINGS  WITH  THE  PORT
AUTHORITY RELATING TO THOSE DEALINGS. THE KNOWING FAILURE OF ANY OFFICER

A. 3944--A                         13

OR  EMPLOYEE  TO  SO  REPORT  SHALL  BE CAUSE FOR REMOVAL FROM OFFICE OR
EMPLOYMENT OR OTHER APPROPRIATE PENALTY. ANY  OFFICER  OR  EMPLOYEE  WHO
ACTS  PURSUANT  TO  THIS  SECTION  BY REPORTING TO THE INSPECTOR GENERAL
IMPROPER  GOVERNMENTAL  ACTION SHALL NOT BE SUBJECT TO DISMISSAL, DISCI-
PLINE OR OTHER ADVERSE PERSONNEL ACTION.
  S 8. REPORTING OF PUBLIC AUTHORITY DEBT. AT LEAST SIXTY DAYS PRIOR  TO
THE  END  OF  ITS  FISCAL  YEAR,  THE PORT AUTHORITY SHALL SUBMIT TO THE
GOVERNOR, STATE COMPTROLLER AND LEGISLATURE OF EACH STATE A STATEMENT OF
INTENT TO GUIDE THE AUTHORITY'S ISSUANCE AND OVERALL  AMOUNT  OF  BONDS,
NOTES, OR OTHER DEBT OBLIGATIONS IT MAY ISSUE DURING THE UPCOMING FISCAL
YEAR.
  S 9. SUBSIDIARIES OF THE PORT AUTHORITY. A. NOTWITHSTANDING ANY LAW TO
THE  CONTRARY,  THE  PORT AUTHORITY SHALL NOT HAVE THE POWER TO ORGANIZE
ANY SUBSIDIARY CORPORATION UNLESS THE LEGISLATURE OF BOTH  STATES  SHALL
HAVE  ENACTED  A LAW GRANTING THE AUTHORITY SUCH POWER FOR THE ORGANIZA-
TION OF A SPECIFIC CORPORATION, PROVIDED, HOWEVER, THAT THE PORT AUTHOR-
ITY MAY ORGANIZE A SUBSIDIARY  CORPORATION  PURSUANT  TO  THE  FOLLOWING
REQUIREMENTS:
  (1)  THE  PURPOSE FOR WHICH THE SUBSIDIARY CORPORATION SHALL BE ORGAN-
IZED SHALL BE FOR A PROJECT OR PROJECTS  WHICH  THE  AUTHORITY  HAS  THE
POWER TO PURSUE PURSUANT TO ITS CORPORATE PURPOSES;
  (2)  THE  PRIMARY REASON FOR WHICH THE SUBSIDIARY CORPORATION SHALL BE
ORGANIZED SHALL BE TO  LIMIT  THE  POTENTIAL  LIABILITY  IMPACT  OF  THE
SUBSIDIARY'S  PROJECT  OR  PROJECTS ON THE AUTHORITY OR BECAUSE STATE OR
FEDERAL LAW REQUIRES THAT THE PURPOSE  OF  A  SUBSIDIARY  BE  UNDERTAKEN
THROUGH A SPECIFIC CORPORATE STRUCTURE; AND
  (3)  THE  SUBSIDIARY  CORPORATION  SHALL  MAKE  THE  REPORTS AND OTHER
DISCLOSURES AS ARE REQUIRED BY THE PORT AUTHORITY, UNLESS THE SUBSIDIARY
CORPORATION'S OPERATIONS AND FINANCES ARE CONSOLIDATED WITH THOSE OF THE
AUTHORITY.
  B. IN SUCH CASES WHERE THE PORT AUTHORITY  IS  GRANTED  THE  POWER  TO
ORGANIZE  A  SUBSIDIARY  CORPORATION  PURSUANT  TO SUBDIVISION A OF THIS
SECTION, THE AUTHORITY SHALL FILE, NO LESS THAN SIXTY DAYS PRIOR TO  THE
FORMATION  OF  SUCH SUBSIDIARY, NOTICE TO THE GOVERNOR, THE COMPTROLLER,
AND THE LEGISLATURE OF EACH STATE THAT IT WILL BE CREATING A SUBSIDIARY.
  C. SUBSIDIARY CORPORATIONS FORMED UNDER SUBDIVISION A OF THIS  SECTION
SHALL  NOT  HAVE  THE  AUTHORITY  TO  ISSUE BONDS, NOTES OR OTHER DEBTS,
PROVIDED, HOWEVER, THAT SUCH SUBSIDIARY CORPORATIONS MAY ISSUE NOTES  OR
OTHER  DEBT TO THE PORT AUTHORITY. NO SUCH DEBT ISSUED BY THE SUBSIDIARY
TO THE AUTHORITY SHALL IN TOTAL EXCEED, AT ANY TIME, A PRINCIPAL  AMOUNT
OF  FIVE  HUNDRED  THOUSAND DOLLARS OR, DURING THE NINE MONTHS AFTER THE
FORMATION OF THE SUBSIDIARY, ONE MILLION DOLLARS.
  D. THE CERTIFICATE OF INCORPORATION OR OTHER DOCUMENT FILED TO  ORGAN-
IZE  A  SUBSIDIARY  CORPORATION  UNDER THIS SECTION SHALL STATE THAT THE
PORT AUTHORITY IS THE PERSON ORGANIZING THE CORPORATION.
  E. ON OR BEFORE THE FIRST DAY OF JANUARY, TWO  THOUSAND  FIFTEEN,  AND
ANNUALLY  ON SUCH DAY THEREAFTER, ANY SUBSIDIARY CORPORATION, IN COOPER-
ATION WITH THE PORT AUTHORITY, SHALL PROVIDE TO THE GOVERNOR AND  LEGIS-
LATURE OF EACH STATE A REPORT ON THE SUBSIDIARY CORPORATION. SUCH REPORT
SHALL INCLUDE FOR EACH SUBSIDIARY:
  (1)  THE  COMPLETE  LEGAL NAME, ADDRESS AND CONTACT INFORMATION OF THE
SUBSIDIARY;
  (2) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;

A. 3944--A                         14

  (3) THE COMPLETE BYLAWS AND LEGAL ORGANIZATION PAPERS OF  THE  SUBSID-
IARY;
  (4) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
OF  THE SUBSIDIARY, INCLUDING A STATEMENT OF JUSTIFICATION AS TO WHY THE
SUBSIDIARY IS NECESSARY TO CONTINUE ITS OPERATIONS FOR THE PUBLIC  BENE-
FIT FOR THE PEOPLE OF BOTH STATES; AND
  (5)  ANY  OTHER INFORMATION THE SUBSIDIARY CORPORATION DEEMS IMPORTANT
TO INCLUDE IN SUCH REPORT.
  S 10. FINANCIAL DISCLOSURE. 1. NOTWITHSTANDING ANY OTHER PROVISION  OF
LAW  TO  THE  CONTRARY: (A) THE COMMISSIONERS FROM THE STATE OF NEW YORK
AND  ALL  OFFICERS  OF  THE  AUTHORITY;  AND  (B)  EMPLOYEES  WHO   HOLD
POLICY-MAKING  POSITIONS  OR  WHOSE  ANNUAL SALARY EQUALS OR EXCEEDS THE
SALARY RATE OF SG-24 AS SET FORTH IN PARAGRAPH A OF SUBDIVISION  ONE  OF
SECTION ONE HUNDRED THIRTY OF THE CIVIL SERVICE LAW AS OF APRIL FIRST OF
THE  YEAR  IN  WHICH  AN  ANNUAL FINANCIAL DISCLOSURE STATEMENT SHALL BE
FILED AND WHOSE OFFICE OR ASSIGNED WORK STATION OR PLACE IS  LOCATED  IN
THE  STATE OF NEW YORK SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS
PURSUANT TO SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.
  2. ANY EMPLOYEE WHO IS SUBJECT TO THE PROVISIONS  OF  PARAGRAPH  B  OF
SUBDIVISION  ONE  OF  THIS  SECTION  AND  WHOSE  OFFICE OR ASSIGNED WORK
STATION OR PLACE IS LOCATED IN THE STATE OF NEW JERSEY SHALL COMPLY WITH
THE FINANCIAL DISCLOSURE REQUIREMENTS OF SUCH STATE.
  3. ANY PERSON WHO IS REQUIRED TO  FILE  ANNUAL  DISCLOSURE  STATEMENTS
PURSUANT  TO  SUBDIVISION  ONE  OF  THIS SECTION SHALL BE SUBJECT TO THE
PROVISIONS,   INCLUDING   THE   ENFORCEMENT   PROVISIONS,   OF   SECTION
SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.
  4.  ANY  PERSON  WHO  FILES AN ANNUAL DISCLOSURE STATEMENT PURSUANT TO
SUBDIVISION ONE OF THIS SECTION SHALL NOT BE REQUIRED TO FILE AN  ANNUAL
FINANCIAL  DISCLOSURE  STATEMENT  OR  ITS EQUIVALENT IN THE STATE OF NEW
JERSEY. THE FILING AND ACCEPTANCE OF  THE  ANNUAL  FINANCIAL  DISCLOSURE
STATEMENT  PURSUANT  TO  THE  PUBLIC  OFFICERS LAW SHALL CONSTITUTE FULL
COMPLIANCE WITH THE FINANCIAL DISCLOSURE REQUIREMENTS OF  THE  STATE  OF
NEW JERSEY FOR THE PURPOSES OF THIS SECTION.
                              ARTICLE VII-C
  S  1. FEES, TOLLS, CHARGES AND FARE INCREASES; HEARINGS. NOT MORE THAN
NINETY DAYS PRIOR TO ANY VOTE OR ACTION TAKEN BY THE  BOARD  OF  COMMIS-
SIONERS  RELATING  TO ANY INCREASE IN THE TOLLS, FEES OR CHARGES FOR THE
USE OF ANY FACILITY OF THE PORT AUTHORITY,  INCLUDING  ITS  BRIDGES  AND
TUNNELS,  THE  PORT  AUTHORITY SHALL CONDUCT PUBLIC HEARINGS PURSUANT TO
THIS ARTICLE.
  S 2. HEARINGS. (A) THE PORT AUTHORITY SHALL CONDUCT AT LEAST ONE HEAR-
ING IN EACH COUNTY OF THE STATES OF NEW YORK AND NEW JERSEY, WHOSE RESI-
DENTS WILL BE DIRECTLY AFFECTED BY ANY PROPOSED INCREASE IN TOLLS,  FEES
OR  OTHER CHARGES, AS DETERMINED BY THE BOARD IN CONSULTATION WITH STATE
AND LOCAL PUBLIC OFFICIALS.
  (B) ALL OF THE PUBLIC HEARINGS SHALL BE HELD LESS  THAN  NINETY  DAYS,
BUT  MORE  THAN  THIRTY DAYS, BEFORE ANY MEETING OF THE BOARD OF COMMIS-
SIONERS TO VOTE TO INCREASE ANY TOLLS, FEES OR OTHER CHARGES.
  (C) EACH HEARING SHALL BE ATTENDED BY  AT  LEAST  THREE  COMMISSIONERS
FROM NEW YORK AND THREE COMMISSIONERS FROM NEW JERSEY.
  (D) THE PORT AUTHORITY SHALL HOLD NO MORE THAN ONE PUBLIC HEARING IN A
SINGLE DAY, AND AT LEAST ONE-HALF OF THE PUBLIC HEARINGS SHALL BE SCHED-
ULED TO BEGIN AFTER 6LABOR P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
  S  3. PUBLIC PARTICIPATION. AT EACH PUBLIC MEETING OF THE BOARD AND AT
EACH PUBLIC MEETING OF EACH COMMITTEE, THE PUBLIC SHALL  BE  ALLOTTED  A
PERIOD  OF  TIME, NOT LESS THAN 60 MINUTES, TO SPEAK ON ANY TOPIC ON THE

A. 3944--A                         15

AGENDA. THE PUBLIC SPEAKING PERIOD SHALL TAKE PLACE PRIOR TO  ANY  BOARD
OR COMMITTEE ACTION.
  S  4. AGENDAS AND RELATED DOCUMENTS. (A) THE PORT AUTHORITY SHALL MAKE
AVAILABLE TO THE PUBLIC MEETING AGENDAS AND PUBLIC DOCUMENTS PROVIDED TO
THE BOARD AT LEAST 72 HOURS BEFORE EACH MEETING OF THE  BOARD  AND  EACH
MEETING  OF  EACH  COMMITTEE.  PUBLIC  NOTICE OF THE TIME AND PLACE OF A
MEETING SHALL  BE  PROVIDED  TO  APPROPRIATE  MEDIA  OUTLETS,  SHALL  BE
CONSPICUOUSLY  POSTED IN ONE  OR MORE DESIGNATED AREAS AT LEAST 72 HOURS
BEFORE SUCH MEETING, AND SHALL BE  CONSPICUOUSLY  POSTED  VIA  THE  PORT
AUTHORITY'S OFFICIAL INTERNET WEBSITE AT LEAST FIVE BUSINESS DAYS BEFORE
THE MEETING.
  (B)  THE  PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC SUCH DOCU-
MENTS IN THE FOLLOWING MANNER:  (1)  THE  AGENDA  AND  PUBLIC  DOCUMENTS
PERTAINING TO A BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC
INSPECTION  AT  AN  OFFICE OF THE PORT AUTHORITY; AND (2) THE AGENDA AND
PUBLIC DOCUMENTS PERTAINING TO A BOARD OR  COMMITTEE  MEETING  SHALL  BE
POSTED  ON  THE PORT AUTHORITY'S OFFICIAL INTERNET WEBSITE. IN ADDITION,
THE PORT AUTHORITY SHALL SEND VIA ELECTRONIC MAIL, THE AGENDA AND PUBLIC
DOCUMENTS PERTAINING TO A BOARD OR COMMITTEE MEETING TO EACH  MEMBER  OF
THE NEW YORK STATE AND THE NEW JERSEY STATE LEGISLATURES.
  S  5. MINUTES SHALL BE TAKEN AT ALL OPEN MEETINGS OF THE PORT AUTHORI-
TY.  THE MINUTES SHALL CONSIST OF A RECORD OR SUMMARY  OF  ALL  MOTIONS,
PROPOSALS, RESOLUTIONS, AND ANY OTHER MATTER FORMALLY VOTED UPON AND THE
VOTE THEREON. MINUTES SHALL BE TAKEN AT EXECUTIVE SESSIONS OF ANY ACTION
THAT IS TAKEN BY FORMAL VOTE AND SHALL CONSIST OF A RECORD OR SUMMARY OF
THE  FINAL DETERMINATION OF SUCH ACTION, AND THE VOTE THEREON; PROVIDED,
HOWEVER, THAT SUCH SUMMARY NEED NOT INCLUDE ANY MATTER WHICH  IS  EXEMPT
FROM  DISCLOSURE  BY EITHER NEW YORK'S FREEDOM OF INFORMATION LAW OR NEW
JERSEY'S OPEN PUBLIC RECORDS ACT.  MINUTES  OF  EACH  MEETING  SHALL  BE
AVAILABLE TO THE PUBLIC WITHIN TWO WEEKS FROM THE DATE OF SUCH MEETING.
  S 6. CONDITIONS PRECEDENT. STRICT COMPLIANCE WITH EACH OF THE REQUIRE-
MENTS  SET  FORTH IN SECTION TWO OF THIS ARTICLE SHALL BE A LEGAL CONDI-
TION PRECEDENT FOR PLACING ON THE MEETING AGENDA OF THE BOARD OF COMMIS-
SIONERS ANY MATTER RELATING TO AN  INCREASE  IN  TOLLS,  FEES  OR  OTHER
CHARGES.  UNLESS  THE  CHAIR  OF  THE  BOARD  CERTIFIES  THAT ALL OF THE
REQUIREMENTS OF SECTION TWO HAVE BEEN FULLY COMPLIED WITH, THE BOARD  IS
PROHIBITED  FROM PLACING ON ITS MEETING AGENDA ANY MATTER RELATING TO AN
INCREASE IN TOLLS, FEES OR OTHER CHARGES.
  S 7. BARRIER-FREE ACCESS. THE PORT AUTHORITY SHALL MAKE OR CAUSE TO BE
MADE ALL REASONABLE EFFORTS TO ENSURE THAT MEETINGS ARE HELD IN  FACILI-
TIES  THAT  PERMIT  BARRIER-FREE PHYSICAL ACCESS TO THE PHYSICALLY HAND-
ICAPPED. IF THE BOARD DETERMINES TO USE VIDEO  CONFERENCING  OR  SIMILAR
TECHNOLOGY  TO  CONDUCT ITS MEETING, IT SHALL PROVIDE AN OPPORTUNITY FOR
THE PUBLIC TO ATTEND, LISTEN AND OBSERVE AT ANY SITE AT WHICH A  COMMIS-
SIONER PARTICIPATES.
  S  5.  Article  XIV  of  section 1 of chapter 154 of the laws of 1921,
relating to the Port Authority of New York and New Jersey, is amended to
read as follows:
                               ARTICLE XIV.
  The BOARD OF COMMISSIONERS OF THE port authority shall elect from  its
number  a  chairman WHO SHALL BE A COMMISSIONER APPOINTED FROM THE STATE
OF NEW JERSEY, vice-chairman, and may appoint such officers and  employ-
ees  as  it may require for the performance of its duties, and shall fix
and determine their qualifications and duties.  THE BOARD OF COMMISSION-
ERS SHALL APPOINT AN EXECUTIVE DIRECTOR ON  THE  RECOMMENDATION  OF  THE

A. 3944--A                         16

GOVERNOR OF THE STATE OF NEW YORK. THE EXECUTIVE DIRECTOR SHALL NOT BE A
MEMBER OF THE BOARD OF COMMISSIONERS.
  S 6. Severability clause. If any clause, sentence, paragraph, subdivi-
sion,  section  or  part  of  this act shall be adjudged by any court of
competent jurisdiction to be invalid, such judgment  shall  not  affect,
impair,  or  invalidate  the remainder thereof, but shall be confined in
its operation to the clause, sentence, paragraph,  subdivision,  section
or part thereof directly involved in the controversy in which such judg-
ment shall have been rendered. It is hereby declared to be the intent of
the  legislature  that  this  act  would  have been enacted even if such
invalid provisions had not been included herein.
  S 7. This act shall take effect upon the enactment  into  law  by  the
state  of New Jersey of legislation having an identical effect with this
act, but if the state of New Jersey  shall  have  already  enacted  such
legislation  this act shall take effect immediately. The chairman of the
port authority shall notify the  legislative  bill  drafting  commission
upon  the  enactment into law of such legislation by both such states in
order that the commission may maintain an accurate and timely  effective
data  base  of the official text of the laws of the state of New York in
furtherance of effecting the provision of section 44 of the  legislative
law and section 70-b of the public officers law.

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 3944--B

                       2013-2014 Regular Sessions

                          I N  A S S E M B L Y

                            January 30, 2013
                               ___________

Introduced  by M. of A. BRENNAN, CUSICK, TITONE, COOK, KELLNER, MILLMAN,
  ROSENTHAL, MALLIOTAKIS, ROBINSON, KAVANAGH, ABINANTI, WEPRIN, BRONSON,
  ROZIC, OTIS, AUBRY, BUCHWALD, TITUS, MILLER, JACOBS, CAMARA --  Multi-
  Sponsored  by  --  M. of A. ABBATE, ARROYO, BENEDETTO, COLTON, CRESPO,
  GALEF, GLICK, GOLDFEDER, GOTTFRIED, GUNTHER, JAFFEE, MAGEE,  MAGNAREL-
  LI,  MAYER, MOSLEY, MOYA, ORTIZ, PAULIN, PERRY, RIVERA, ROBERTS, RYAN,
  SCARBOROUGH, SCHIMEL, SIMOTAS, SWEENEY, WEISENBERG, WRIGHT,  ZEBROWSKI
  --  read  once and referred to the Committee on Corporations, Authori-
  ties and Commissions -- ordered to a third reading -- committed to the
  Committee on Corporations, Authorities and  Commissions  --  committee
  discharged, bill amended, ordered reprinted as amended and recommitted
  to  said  committee -- reported and referred to the Committee on Codes
  -- reported and referred to the Committee on Ways and Means -- commit-
  tee discharged, bill amended, ordered reprinted as amended and  recom-
  mitted to said committee

AN  ACT  to  amend chapter 154 of the laws of 1921, relating to the Port
  Authority of New York and New Jersey and to amend the public  officers
  law,  in  relation to enacting the "port authority of New York and New
  Jersey transparency and accountability act of 2014" and in relation to
  the functioning of the port authority  as  an  open,  transparent  and
  accountable interstate public authority

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Short title. This act shall be known and may  be  cited  as
the "port authority of New York and New Jersey transparency and account-
ability act of 2014".
  S 2. Legislative findings. The legislature finds and declares that:
  In  2005  and 2009, the state of New York enacted comprehensive legis-
lation to improve the practices of, and  increase  oversight  over,  the
state's  public authorities. As entities that are mostly publicly funded
and are created to provide an important public service or good,  it  was

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD05559-10-4
              

A. 3944--B                          2

important to increase and enhance the accountability and transparency of
the public authorities.
  The  port  authority  of  New  York  and New Jersey is a multi-billion
dollar company that  performs  and  provides  vital  transportation  and
infrastructure  functions  and  services in the state of New York. Since
the state of New York has jurisdiction  over  the  port  authority,  the
legislature  believes  that  the  port  authority should abide by and be
subject to the same laws as are currently imposed on all other New  York
state public authorities.
  It  is  in the best interest of the public that the states of New York
and New Jersey enact substantially identical legislation to ensure  that
the  port  authority  functions  as an open, transparent and accountable
interstate public authority.
  S 3. Article IV of section 1 of chapter  154  of  the  laws  of  1921,
relating to the Port Authority of New York and New Jersey, as amended by
chapter 419 of the laws of 1930, is amended to read as follows:
                               ARTICLE IV
  S 1. COMMISSIONERS. The port authority shall consist of twelve commis-
sioners,  six  resident voters from the state of New York, at least four
of whom shall be resident voters of the city of New York, and six  resi-
dent voters from the state of New Jersey, at least four of whom shall be
resident  voters  within the New Jersey portion of the district, the New
York members to be chosen by the state of New York and  the  New  Jersey
members by the state of New Jersey in the manner and for the terms fixed
and  determined  from  time  to  time  by  the legislature of each state
respectively, except  as  herein  provided.  Each  commissioner  may  be
removed  or  suspended  from  office as provided by the law of the state
from which he shall be appointed.
  S 2. ROLE AND RESPONSIBILITIES OF  COMMISSIONERS.  A.    COMMISSIONERS
SHALL  (1)  EXECUTE  DIRECT OVERSIGHT OF THE AUTHORITY'S CHIEF EXECUTIVE
AND OTHER MANAGEMENT IN THE EFFECTIVE  AND  ETHICAL  MANAGEMENT  OF  THE
AUTHORITY;  (2)  UNDERSTAND,  REVIEW  AND  MONITOR THE IMPLEMENTATION OF
FUNDAMENTAL FINANCIAL AND MANAGEMENT CONTROLS AND OPERATIONAL  DECISIONS
OF  THE AUTHORITY; (3) ESTABLISH POLICIES REGARDING THE PAYMENT OF SALA-
RY, COMPENSATION AND REIMBURSEMENTS TO, AND ESTABLISH RULES FOR THE TIME
AND ATTENDANCE OF, THE CHIEF EXECUTIVE AND MANAGEMENT; (4) ADOPT A  CODE
OF  ETHICS  APPLICABLE TO EACH OFFICER, DIRECTOR AND EMPLOYEE THAT, AT A
MINIMUM, INCLUDES THE APPLICABLE STANDARDS ESTABLISHED IN THE ETHICS LAW
OF BOTH STATES; (5) ESTABLISH WRITTEN POLICIES AND PROCEDURES ON PERSON-
NEL  INCLUDING  POLICIES  PROTECTING  EMPLOYEES  FROM  RETALIATION   FOR
DISCLOSING   INFORMATION  CONCERNING  ACTS  OF  WRONGDOING,  MISCONDUCT,
MALFEASANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY  AN  EMPLOYEE  OR  BOARD
MEMBER  OF  THE  AUTHORITY, INVESTMENTS, TRAVEL, THE ACQUISITION OF REAL
PROPERTY AND THE DISPOSITION OF  REAL  AND  PERSONAL  PROPERTY  AND  THE
PROCUREMENT  OF GOODS AND SERVICES; AND (6) ADOPT A DEFENSE AND INDEMNI-
FICATION POLICY AND DISCLOSE SUCH PLAN TO ANY AND ALL PROSPECTIVE  BOARD
MEMBERS.
  B.  (1)  THE COMMISSIONERS SHALL PERFORM EACH OF THEIR DUTIES AS BOARD
MEMBERS, INCLUDING, BUT NOT LIMITED TO, THOSE IMPOSED BY  THIS  SECTION,
IN GOOD FAITH AND WITH THAT DEGREE OF DILIGENCE, CARE AND SKILL WHICH AN
ORDINARILY  PRUDENT  PERSON  IN  LIKE  POSITION  WOULD USE UNDER SIMILAR
CIRCUMSTANCES, AND MAY TAKE INTO CONSIDERATION THE VIEWS AND POLICIES OF
ANY ELECTED OFFICIAL OR BODY, OR OTHER PERSON AND ULTIMATELY APPLY INDE-
PENDENT JUDGMENT IN THE BEST INTEREST OF THE PORT AUTHORITY, ITS MISSION
AND THE PUBLIC.

A. 3944--B                          3

  (2) AT THE TIME THAT A COMMISSIONER TAKES AND SUBSCRIBES  HIS  OR  HER
OATH  OF  OFFICE,  OR WITHIN SIXTY DAYS AFTER THE EFFECTIVE DATE OF THIS
PARAGRAPH IF THE COMMISSIONER HAS ALREADY TAKEN AND  SUBSCRIBED  HIS  OR
HER OATH OF OFFICE, THE COMMISSIONER SHALL EXECUTE AN ACKNOWLEDGMENT, IN
A FORM DEVELOPED BY THE PORT AUTHORITY, IN WHICH THE COMMISSIONER SHALL,
AT A MINIMUM:
  (I)  ACKNOWLEDGE  THAT HE OR SHE UNDERSTANDS THAT A COMMISSIONER HAS A
FIDUCIARY OBLIGATION TO PERFORM DUTIES AND RESPONSIBILITIES TO THE  BEST
OF  HIS  OR  HER  ABILITIES, IN GOOD FAITH AND WITH PROPER DILIGENCE AND
CARE, CONSISTENT WITH THE ENABLING COMPACT, MISSION, AND BY-LAWS OF  THE
PORT  AUTHORITY  AND  THE  APPLICABLE  LAWS OF BOTH STATES; AND THAT THE
FIDUCIARY DUTY TO THE PORT AUTHORITY IS DERIVED FROM AND GOVERNED BY ITS
MISSION;
  (II) ACKNOWLEDGE THAT HE OR SHE UNDERSTANDS HIS OR HER DUTY OF LOYALTY
AND CARE TO THE AUTHORITY AND COMMITMENT TO THE PORT AUTHORITY'S MISSION
AND THE PUBLIC INTEREST; AND HIS OR HER OBLIGATION TO ACT  IN  THE  BEST
INTERESTS  OF  THE PORT AUTHORITY AND THE PEOPLE WHOM THE PORT AUTHORITY
SERVES;
  (III) AGREE THAT A COMMISSIONER HAS AN OBLIGATION TO BECOME KNOWLEDGE-
ABLE ABOUT THE MISSION, PURPOSE, FUNCTIONS, RESPONSIBILITIES, AND STATU-
TORY DUTIES OF THE PORT AUTHORITY AND, WHEN NECESSARY, TO  MAKE  REASON-
ABLE INQUIRY OF MANAGEMENT AND OTHERS WITH KNOWLEDGE AND EXPERTISE SO AS
TO INFORM HIS OR HER DECISIONS;
  (IV)  AGREE TO EXERCISE INDEPENDENT JUDGMENT ON ALL MATTERS BEFORE THE
BOARD;
  (V) AGREE NOT TO DIVULGE  CONFIDENTIAL  DISCUSSIONS  AND  CONFIDENTIAL
MATTERS THAT COME BEFORE THE BOARD FOR CONSIDERATION OR ACTION;
  (VI)  AGREE  TO DISCLOSE TO THE BOARD ANY CONFLICTS, OR THE APPEARANCE
OF A CONFLICT, OF A PERSONAL, FINANCIAL, ETHICAL, OR PROFESSIONAL NATURE
THAT COULD INHIBIT THE COMMISSIONER FROM PERFORMING HIS OR HER DUTIES IN
GOOD FAITH AND WITH DUE DILIGENCE AND CARE; AND
  (VII) CERTIFY THAT HE OR SHE DOES NOT HAVE ANY INTEREST, FINANCIAL  OR
OTHERWISE,  DIRECT OR INDIRECT, OR ENGAGE IN ANY BUSINESS OR TRANSACTION
OR PROFESSIONAL ACTIVITY OR INCUR ANY OBLIGATION OF ANY NATURE, WHICH IS
IN SUBSTANTIAL CONFLICT WITH THE PROPER DISCHARGE OF THE  COMMISSIONER'S
DUTIES IN THE PUBLIC INTEREST.
  C.  INDIVIDUALS  APPOINTED TO THE BOARD OF COMMISSIONERS SHALL PARTIC-
IPATE IN TRAINING APPROVED BY THE INSPECTOR GENERAL OF THE PORT AUTHORI-
TY REGARDING THEIR LEGAL, FIDUCIARY, FINANCIAL AND ETHICAL  RESPONSIBIL-
ITIES  AS  DIRECTORS OF AN AUTHORITY WITHIN ONE YEAR OF APPOINTMENT TO A
BOARD. BOARD MEMBERS SHALL PARTICIPATE IN CONTINUING TRAINING AS MAY  BE
REQUIRED  TO REMAIN INFORMED OF BEST PRACTICES, REGULATORY AND STATUTORY
CHANGES RELATING TO THE EFFECTIVE OVERSIGHT OF THE MANAGEMENT AND FINAN-
CIAL ACTIVITIES OF PUBLIC AUTHORITIES AND TO ADHERE TO THE HIGHEST STAN-
DARDS OF RESPONSIBLE GOVERNANCE.
  D. NO BOARD MEMBER, INCLUDING THE CHAIRPERSON, SHALL SERVE AS THE PORT
AUTHORITY'S CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR, CHIEF FINANCIAL
OFFICER, COMPTROLLER, OR HOLD ANY OTHER EQUIVALENT POSITION WHILE  SERV-
ING AS A MEMBER OF THE BOARD.
  E. THE BOARD OF COMMISSIONERS SHALL ESTABLISH AN AUDIT COMMITTEE TO BE
COMPRISED  OF NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO SHALL CONSTI-
TUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL  POSSESS  THE  NECESSARY
SKILLS  TO  UNDERSTAND  THE DUTIES AND FUNCTIONS OF THE AUDIT COMMITTEE;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT A BOARD HAS  LESS  THAN  THREE
INDEPENDENT  MEMBERS,  THE  BOARD MAY APPOINT NON-INDEPENDENT MEMBERS TO
THE AUDIT COMMITTEE, PROVIDED THAT THE INDEPENDENT MEMBERS MUST  CONSTI-

A. 3944--B                          4

TUTE  A  MAJORITY  OF THE MEMBERS OF THE AUDIT COMMITTEE. MEMBERS OF THE
AUDIT COMMITTEE SHALL BE FAMILIAR WITH CORPORATE FINANCIAL AND  ACCOUNT-
ING  PRACTICES. THE COMMITTEE SHALL RECOMMEND TO THE BOARD THE HIRING OF
A  CERTIFIED  INDEPENDENT  ACCOUNTING FIRM FOR SUCH AUTHORITY, ESTABLISH
THE COMPENSATION TO BE PAID TO THE ACCOUNTING FIRM  AND  PROVIDE  DIRECT
OVERSIGHT  OF  THE PERFORMANCE OF THE INDEPENDENT AUDIT PERFORMED BY THE
ACCOUNTING FIRM HIRED FOR SUCH PURPOSES.
  F. (1) THE BOARD OF COMMISSIONERS SHALL ESTABLISH A GOVERNANCE COMMIT-
TEE TO BE COMPRISED OF NOT LESS  THAN  THREE  INDEPENDENT  MEMBERS,  WHO
SHALL  CONSTITUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE
NECESSARY SKILLS TO UNDERSTAND THE DUTIES AND FUNCTIONS  OF  THE  GOVER-
NANCE  COMMITTEE;  PROVIDED, HOWEVER, THAT IN THE EVENT THAT A BOARD HAS
LESS THAN THREE INDEPENDENT MEMBERS, THE BOARD MAY APPOINT  NON-INDEPEN-
DENT  MEMBERS TO THE GOVERNANCE COMMITTEE, PROVIDED THAT THE INDEPENDENT
MEMBERS MUST CONSTITUTE A MAJORITY OF  THE  MEMBERS  OF  THE  GOVERNANCE
COMMITTEE.  IT  SHALL BE THE RESPONSIBILITY OF THE MEMBERS OF THE GOVER-
NANCE COMMITTEE TO KEEP THE BOARD INFORMED OF  CURRENT  BEST  GOVERNANCE
PRACTICES;  TO  REVIEW CORPORATE GOVERNANCE TRENDS; TO RECOMMEND UPDATES
TO THE AUTHORITY'S CORPORATE GOVERNANCE PRINCIPLES; TO ADVISE  THE  PORT
AUTHORITY  ON  THE  SKILLS  AND  EXPERIENCES REQUIRED OF POTENTIAL BOARD
MEMBERS; TO EXAMINE ETHICAL AND CONFLICT OF INTEREST ISSUES; TO  PERFORM
BOARD SELF-EVALUATIONS; AND TO RECOMMEND BY-LAWS WHICH INCLUDE RULES AND
PROCEDURES FOR CONDUCT OF BOARD BUSINESS.
  (2)  THE  GOVERNANCE  COMMITTEE  SHALL EXAMINE, AT LEAST ANNUALLY, THE
WORKING AND PROFESSIONAL RELATIONSHIP BETWEEN EMPLOYEES APPOINTED BY THE
GOVERNOR OF NEW YORK AND THOSE APPOINTED BY THE GOVERNOR OF  NEW  JERSEY
TO  ENSURE MAXIMUM COMMUNICATION, COORDINATION AND COOPERATION AMONG AND
BETWEEN SUCH EMPLOYEES. THE COMMITTEE  SHALL  REPORT  ITS  FINDINGS  AND
RECOMMENDATIONS  TO  THE  FULL  BOARD AT THE FIRST BOARD MEETING OF EACH
CALENDAR YEAR.
  G. THE BOARD OF COMMISSIONERS SHALL ESTABLISH A FINANCE  COMMITTEE  TO
BE  COMPRISED  OF  NOT  LESS  THAN  THREE INDEPENDENT MEMBERS, WHO SHALL
CONSTITUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECES-
SARY SKILLS TO UNDERSTAND THE DUTIES AND  FUNCTIONS  OF  THE  COMMITTEE;
PROVIDED,  HOWEVER,  THAT  IN THE EVENT THAT A BOARD HAS LESS THAN THREE
INDEPENDENT MEMBERS, THE BOARD MAY APPOINT  NON-INDEPENDENT  MEMBERS  TO
THE  FINANCE  COMMITTEE,  PROVIDED  THAT  THE  INDEPENDENT  MEMBERS MUST
CONSTITUTE A MAJORITY OF THE MEMBERS OF THE FINANCE COMMITTEE. IT  SHALL
BE  THE RESPONSIBILITY OF THE MEMBERS OF THE FINANCE COMMITTEE TO REVIEW
PROPOSALS FOR THE ISSUANCE OF DEBT BY THE AUTHORITY AND ITS SUBSIDIARIES
AND MAKE RECOMMENDATIONS.
  H. FOR THE PURPOSES OF THIS SECTION, AN INDEPENDENT MEMBER IS ONE WHO:
  (1) IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN,  EMPLOYED  BY  THE
PORT AUTHORITY OR AN AFFILIATE IN AN EXECUTIVE CAPACITY;
  (2)  IS  NOT,  AND  IN THE PAST TWO YEARS HAS NOT BEEN, EMPLOYED BY AN
ENTITY THAT RECEIVED REMUNERATION VALUED AT MORE THAN  FIFTEEN  THOUSAND
DOLLARS  FOR  GOODS  AND  SERVICES  PROVIDED  TO  THE  PORT AUTHORITY OR
RECEIVED ANY OTHER FORM OF FINANCIAL  ASSISTANCE  VALUED  AT  MORE  THAN
FIFTEEN THOUSAND DOLLARS FROM THE PORT AUTHORITY;
  (3) IS NOT A RELATIVE OF AN EXECUTIVE OFFICER OR EMPLOYEE IN AN EXECU-
TIVE POSITION OF THE PORT AUTHORITY OR AN AFFILIATE; AND
  (4)  IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN, A LOBBYIST REGIS-
TERED UNDER A STATE OR LOCAL LAW AND PAID BY A CLIENT TO  INFLUENCE  THE
MANAGEMENT  DECISIONS, CONTRACT AWARDS, RATE DETERMINATIONS OR ANY OTHER
SIMILAR ACTIONS OF THE PORT AUTHORITY OR AN AFFILIATE.

A. 3944--B                          5

  I. NOTWITHSTANDING ANY PROVISION OF ANY GENERAL, SPECIAL OR LOCAL LAW,
MUNICIPAL CHARTER OR ORDINANCE TO THE CONTRARY,  THE  BOARD  SHALL  NOT,
DIRECTLY  OR  INDIRECTLY,  INCLUDING  THROUGH  ANY SUBSIDIARY, EXTEND OR
MAINTAIN CREDIT, ARRANGE FOR THE EXTENSION OF CREDIT, OR RENEW AN EXTEN-
SION  OF  CREDIT,  IN THE FORM OF A PERSONAL LOAN TO OR FOR ANY OFFICER,
BOARD MEMBER OR EMPLOYEE, OR EQUIVALENT THEREOF, OF THE PORT AUTHORITY.
  J. (1) A BOARD MEMBER SHALL NOT VOTE ON OR PARTICIPATE IN ANY BOARD OR
COMMITTEE DISCUSSIONS WITH RESPECT TO  ANY  AGENDA  ITEM  IF  THE  BOARD
MEMBER,  A  MEMBER OF THE BOARD MEMBER'S IMMEDIATE FAMILY, OR A BUSINESS
ORGANIZATION IN WHICH THE BOARD MEMBER HAS AN INTEREST, HAS A DIRECT  OR
INDIRECT FINANCIAL INVOLVEMENT THAT MAY REASONABLY BE EXPECTED TO IMPAIR
THE  BOARD MEMBER'S OBJECTIVITY OR INDEPENDENCE OF JUDGMENT OR TO CREATE
THE APPEARANCE OF IMPROPRIETY. SUCH BOARD MEMBER SHALL BE  RECUSED  FROM
ANY  DISCUSSIONS  OR  VOTING  ON  THE  AGENDA ITEM. A BOARD MEMBER SHALL
CLEARLY INDICATE THE BOARD MEMBER'S RECUSAL FROM  VOTING  ON  AN  AGENDA
ITEM AND THE MINUTES SHALL CLEARLY REFLECT THAT RECUSAL.
  (2) FOR THE PURPOSES OF THIS SUBDIVISION, THE TERMS:
  (A) "IMMEDIATE FAMILY" SHALL MEAN: A SPOUSE, DOMESTIC PARTNER, PARTNER
IN  A CIVIL UNION, SON, DAUGHTER, GRANDSON, GRANDDAUGHTER, FATHER, MOTH-
ER,  GRANDFATHER,  GRANDMOTHER,  GREAT-GRANDFATHER,   GREAT-GRANDMOTHER,
BROTHER,  SISTER,  NEPHEW,  NIECE, UNCLE OR AUNT. RELATIVES BY ADOPTION,
HALF-BLOOD, MARRIAGE OR REMARRIAGE SHALL BE TREATED AS RELATIVES OF  THE
WHOLE KINSHIP; AND
  (B) "INTEREST" SHALL MEAN: (I) IF THE BUSINESS ORGANIZATION IS A PART-
NERSHIP,  THE  BOARD  MEMBER OR THE BOARD MEMBER'S IMMEDIATE FAMILY IS A
PARTNER OR OWNER OF 10 PERCENT OR MORE OF THE ASSETS OF THE PARTNERSHIP,
OR (II) IF THE BUSINESS ORGANIZATION IS A CORPORATION, THE BOARD  MEMBER
OR  THE  BOARD  MEMBER'S IMMEDIATE FAMILY OWNS OR CONTROLS 10 PERCENT OR
MORE OF THE STOCK OF THE CORPORATION, OR SERVES AS A DIRECTOR OR OFFICER
OF THE CORPORATION.
  S 4. Article VII of section 1 of chapter 154  of  the  laws  of  1921,
relating to the Port Authority of New York and New Jersey, is amended to
read as follows:
                              ARTICLE VII.
  The port authority shall have such additional powers and duties as may
hereafter  be  delegated  to or imposed upon it from time to time by the
action of the legislature of either state concurred in by  the  legisla-
ture of the other. Unless and until otherwise provided, it shall make an
annual  report  to  the  legislature  of both states PURSUANT TO SECTION
THREE OF ARTICLE VII-B OF THIS ACT, setting forth in  detail  the  oper-
ations  and  transactions conducted by it pursuant to this agreement and
any legislation thereunder. The port  authority  shall  not  pledge  the
credit  of either state except by and with the authority of the legisla-
ture thereof.
  S 5. Chapter 154 of the laws of 1921, relating to the  Port  Authority
of  New York and New Jersey, is amended by adding two new articles VII-B
and VII-C to read as follows:
                              ARTICLE VII-B
  S 1. ADDITIONAL POWERS, DUTIES AND RESPONSIBILITIES.   IN ADDITION  TO
THE  POWERS  AND  DUTIES  SET FORTH IN ARTICLE VII OF THIS ACT, THE PORT
AUTHORITY SHALL HAVE THE FOLLOWING POWERS, DUTIES  AND  RESPONSIBILITIES
SET FORTH IN THIS ARTICLE.
  S  2.  DISPOSITION  OF PROPERTY. A.   DEFINITIONS. FOR THE PURPOSES OF
THIS ARTICLE, UNLESS A DIFFERENT MEANING IS REQUIRED BY THE CONTEXT:

A. 3944--B                          6

  (1) "CONTRACTING OFFICER" SHALL MEAN THE OFFICER OR  EMPLOYEE  OF  THE
PORT  AUTHORITY WHO SHALL BE APPOINTED BY RESOLUTION OF THE BOARD OF THE
PORT AUTHORITY TO BE RESPONSIBLE FOR THE DISPOSITION OF PROPERTY.
  (2)  "DISPOSE" OR "DISPOSAL" SHALL MEAN TRANSFER OF TITLE OR ANY OTHER
BENEFICIAL INTEREST IN PERSONAL OR  REAL  PROPERTY  IN  ACCORDANCE  WITH
SUBDIVISION C OF THIS SECTION.
  (3) "PROPERTY" SHALL MEAN PERSONAL PROPERTY IN EXCESS OF FIVE THOUSAND
DOLLARS  IN  VALUE, REAL PROPERTY, AND ANY INCHOATE OR OTHER INTEREST IN
SUCH PROPERTY, TO THE EXTENT THAT  SUCH  INTEREST  MAY  BE  CONVEYED  TO
ANOTHER PERSON FOR ANY PURPOSE, EXCLUDING AN INTEREST SECURING A LOAN OR
OTHER FINANCIAL OBLIGATION OF ANOTHER PARTY.
  B.  DUTIES OF THE PORT AUTHORITY WITH RESPECT TO THE DISPOSAL OF PROP-
ERTY. (1) THE PORT AUTHORITY SHALL  ADOPT  BY  RESOLUTION  COMPREHENSIVE
GUIDELINES  WHICH  SHALL (A) DETAIL THE AUTHORITY'S OPERATIVE POLICY AND
INSTRUCTIONS REGARDING THE USE, AWARDING, MONITORING  AND  REPORTING  OF
CONTRACTS  FOR THE DISPOSAL OF PROPERTY, AND (B) DESIGNATE A CONTRACTING
OFFICER WHO SHALL BE RESPONSIBLE FOR THE  AUTHORITY'S  COMPLIANCE  WITH,
AND ENFORCEMENT OF, SUCH GUIDELINES. SUCH GUIDELINES SHALL BE CONSISTENT
WITH, AND SHALL REQUIRE THE AUTHORITY'S CONTRACTING ACTIVITIES TO COMPLY
WITH  THIS  SECTION,  THE AUTHORITY'S ENABLING LEGISLATION AND ANY OTHER
APPLICABLE LAW FOR THE DISPOSAL OF PROPERTY, EXCEPT THAT SUCH GUIDELINES
MAY BE STRICTER THAN THE PROVISIONS OF  THIS  SECTION,  THE  AUTHORITY'S
ENABLING  LEGISLATION  AND  ANY OTHER APPLICABLE LAW FOR THE DISPOSAL OF
PROPERTY IF THE AUTHORITY  DETERMINES  THAT  ADDITIONAL  SAFEGUARDS  ARE
NECESSARY  TO ASSURE THE INTEGRITY OF ITS DISPOSITION ACTIVITIES. GUIDE-
LINES APPROVED BY THE AUTHORITY SHALL BE ANNUALLY REVIEWED AND  APPROVED
BY  THE  BOARD OF COMMISSIONERS OF THE AUTHORITY. ON OR BEFORE THE THIR-
TY-FIRST DAY OF MARCH IN EACH YEAR, THE AUTHORITY SHALL  FILE  WITH  THE
STATE  COMPTROLLER  OF EACH STATE A COPY OF THE GUIDELINES MOST RECENTLY
REVIEWED AND APPROVED BY  THE  AUTHORITY,  INCLUDING  THE  NAME  OF  THE
AUTHORITY'S  DESIGNATED CONTRACTING OFFICER.  AT THE TIME OF FILING SUCH
GUIDELINES WITH THE STATE COMPTROLLER, THE  AUTHORITY  SHALL  ALSO  POST
SUCH  GUIDELINES  ON THE AUTHORITY'S INTERNET WEBSITE. GUIDELINES POSTED
ON THE AUTHORITY'S INTERNET WEBSITE SHALL BE MAINTAINED ON SUCH  WEBSITE
AT  LEAST  UNTIL  THE  PROCUREMENT GUIDELINES FOR THE FOLLOWING YEAR ARE
POSTED ON SUCH WEBSITE.
  (2) THE PORT AUTHORITY SHALL:
  (A) MAINTAIN ADEQUATE INVENTORY CONTROLS  AND  ACCOUNTABILITY  SYSTEMS
FOR ALL PROPERTY UNDER ITS CONTROL;
  (B)  PERIODICALLY  INVENTORY SUCH PROPERTY TO DETERMINE WHICH PROPERTY
SHALL BE DISPOSED OF;
  (C) PRODUCE A WRITTEN REPORT OF SUCH PROPERTY IN ACCORDANCE WITH PARA-
GRAPH THREE OF THIS SUBDIVISION;
  (D) TRANSFER OR DISPOSE OF SUCH PROPERTY AS PROMPTLY  AS  POSSIBLE  IN
ACCORDANCE WITH SUBDIVISION C OF THIS SECTION.
  (3)(A)  THE  PORT  AUTHORITY  SHALL  PUBLISH, NOT LESS FREQUENTLY THAN
ANNUALLY, A REPORT LISTING ALL REAL  PROPERTY  OF  THE  AUTHORITY.  SUCH
REPORT  SHALL  INCLUDE  A  LIST  AND  FULL  DESCRIPTION  OF ALL REAL AND
PERSONAL PROPERTY DISPOSED OF  DURING  SUCH  PERIOD.  THE  REPORT  SHALL
CONTAIN THE PRICE RECEIVED BY THE AUTHORITY AND THE NAME OF THE PURCHAS-
ER FOR ALL SUCH PROPERTY SOLD BY THE AUTHORITY DURING SUCH PERIOD.
  (B)  THE  PORT  AUTHORITY  SHALL  DELIVER COPIES OF SUCH REPORT TO THE
GOVERNOR, STATE COMPTROLLER, AND THE LEGISLATURE OF EACH STATE.
  C. DISPOSAL OF PORT AUTHORITY PROPERTY. (1) SUPERVISION AND DIRECTION.
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION,  THE  CONTRACTING  OFFICER

A. 3944--B                          7

DESIGNATED  BY  THE  PORT AUTHORITY SHALL HAVE SUPERVISION AND DIRECTION
OVER THE DISPOSITION OF PROPERTY OF THE AUTHORITY.
  (2)  CUSTODY  AND  CONTROL. THE CUSTODY AND CONTROL OF THE PROPERTY OF
THE PORT AUTHORITY, PENDING ITS DISPOSITION, AND THE  DISPOSAL  OF  SUCH
PROPERTY, SHALL BE PERFORMED BY THE AUTHORITY.
  (3)  METHOD  OF DISPOSITION. SUBJECT TO SUBDIVISION B OF THIS SECTION,
THE PORT AUTHORITY MAY DISPOSE OF PROPERTY FOR NOT LESS  THAN  THE  FAIR
MARKET  VALUE OF SUCH PROPERTY BY SALE, EXCHANGE, OR TRANSFER, FOR CASH,
CREDIT, OR OTHER PROPERTY, WITH OR WITHOUT WARRANTY, AND UPON SUCH OTHER
TERMS AND CONDITIONS AS THE CONTRACTING OFFICER DEEMS PROPER, AND IT MAY
EXECUTE SUCH DOCUMENTS FOR THE TRANSFER OF TITLE OR  OTHER  INTEREST  IN
PROPERTY  AND  TAKE SUCH OTHER ACTION AS IT DEEMS NECESSARY OR PROPER TO
DISPOSE  OF  SUCH  PROPERTY  UNDER  THE  PROVISIONS  OF  THIS   SECTION.
PROVIDED, HOWEVER, THAT NO DISPOSITION OF REAL PROPERTY, OR ANY INTEREST
IN REAL PROPERTY, SHALL BE MADE UNLESS AN APPRAISAL OF THE VALUE OF SUCH
PROPERTY  HAS  BEEN MADE BY AN INDEPENDENT APPRAISER AND INCLUDED IN THE
RECORD OF THE TRANSACTION, AND, PROVIDED FURTHER, THAT NO DISPOSITION OF
ANY OTHER PROPERTY, WHICH BECAUSE OF ITS UNIQUE  NATURE  OR  THE  UNIQUE
CIRCUMSTANCES  OF  THE  PROPOSED  TRANSACTION  IS  NOT READILY VALUED BY
REFERENCE TO AN ACTIVE MARKET FOR SIMILAR PROPERTY, SHALL BE MADE  WITH-
OUT A SIMILAR APPRAISAL.
  (4)  VALIDITY  OF  DEED,  BILL  OF SALE, LEASE, OR OTHER INSTRUMENT. A
DEED, BILL OF SALE, LEASE, OR OTHER INSTRUMENT EXECUTED BY OR ON  BEHALF
OF  THE PORT AUTHORITY, PURPORTING TO TRANSFER TITLE OR ANY OTHER INTER-
EST IN PROPERTY OF THE AUTHORITY UNDER THIS SECTION SHALL BE  CONCLUSIVE
EVIDENCE  OF  COMPLIANCE  WITH THE PROVISIONS OF THIS SECTION INSOFAR AS
CONCERNS TITLE OR OTHER INTEREST OF ANY BONA FIDE GRANTEE OR  TRANSFEREE
WHO  HAS  GIVEN  VALUABLE CONSIDERATION FOR SUCH TITLE OR OTHER INTEREST
AND HAS NOT RECEIVED ACTUAL OR  CONSTRUCTIVE  NOTICE  OF  LACK  OF  SUCH
COMPLIANCE PRIOR TO THE CLOSING.
  (5)  BIDS  FOR  DISPOSAL;  ADVERTISING; PROCEDURE; DISPOSAL BY NEGOTI-
ATION;  EXPLANATORY  STATEMENT.  (A)  ALL  DISPOSALS  OR  CONTRACTS  FOR
DISPOSAL  OF  PROPERTY  OF  THE PORT AUTHORITY MADE OR AUTHORIZED BY THE
CONTRACTING OFFICER SHALL BE MADE AFTER PUBLICLY  ADVERTISING  FOR  BIDS
EXCEPT AS PROVIDED IN SUBPARAGRAPH (C) OF THIS PARAGRAPH.
  (B)  WHENEVER  PUBLIC  ADVERTISING FOR BIDS IS REQUIRED UNDER SUBPARA-
GRAPH (A) OF THIS PARAGRAPH:
  (I) THE ADVERTISEMENT FOR BIDS SHALL BE MADE AT SUCH TIME PRIOR TO THE
DISPOSAL OR CONTRACT, THROUGH SUCH METHODS, AND ON SUCH TERMS AND CONDI-
TIONS AS SHALL PERMIT FULL AND  FREE  COMPETITION  CONSISTENT  WITH  THE
VALUE AND NATURE OF THE PROPERTY;
  (II) ALL BIDS SHALL BE PUBLICLY DISCLOSED AT THE TIME AND PLACE STATED
IN THE ADVERTISEMENT; AND
  (III)  THE AWARD SHALL BE MADE WITH REASONABLE PROMPTNESS BY NOTICE TO
THE RESPONSIBLE BIDDER WHOSE BID, CONFORMING TO THE INVITATION FOR BIDS,
WILL BE MOST ADVANTAGEOUS TO THE PORT AUTHORITY, PRICE AND OTHER FACTORS
CONSIDERED; PROVIDED, THAT ALL BIDS MAY BE REJECTED WHEN IT  IS  IN  THE
PUBLIC INTEREST TO DO SO.
  (C) DISPOSALS AND CONTRACTS FOR DISPOSAL OF PROPERTY MAY BE NEGOTIATED
OR MADE BY PUBLIC AUCTION WITHOUT REGARD TO SUBPARAGRAPHS (A) AND (B) OF
THIS  PARAGRAPH BUT SUBJECT TO OBTAINING SUCH COMPETITION AS IS FEASIBLE
UNDER THE CIRCUMSTANCES, IF:
  (I) THE PERSONAL PROPERTY INVOLVED HAS  QUALITIES  SEPARATE  FROM  THE
UTILITARIAN PURPOSE OF SUCH PROPERTY, SUCH AS ARTISTIC QUALITY, ANTIQUI-
TY, HISTORICAL SIGNIFICANCE, RARITY, OR OTHER QUALITY OF SIMILAR EFFECT,
THAT WOULD TEND TO INCREASE ITS VALUE, OR IF THE PERSONAL PROPERTY IS TO

A. 3944--B                          8

BE  SOLD  IN  SUCH  QUANTITY THAT, IF IT WERE DISPOSED OF UNDER SUBPARA-
GRAPHS (A) AND (B) OF THIS PARAGRAPH, WOULD ADVERSELY AFFECT  THE  STATE
OR  LOCAL  MARKET FOR SUCH PROPERTY, AND THE ESTIMATED FAIR MARKET VALUE
OF  SUCH  PROPERTY  AND  OTHER  SATISFACTORY  TERMS  OF  DISPOSAL CAN BE
OBTAINED BY NEGOTIATION;
  (II) THE FAIR MARKET VALUE OF THE PROPERTY  DOES  NOT  EXCEED  FIFTEEN
THOUSAND DOLLARS;
  (III) BID PRICES AFTER ADVERTISING THEREFOR ARE NOT REASONABLE, EITHER
AS  TO  ALL OR SOME PART OF THE PROPERTY, OR HAVE NOT BEEN INDEPENDENTLY
ARRIVED AT IN OPEN COMPETITION;
  (IV) THE DISPOSAL WILL BE TO THE STATE OR ANY  POLITICAL  SUBDIVISION,
AND  THE ESTIMATED FAIR MARKET VALUE OF THE PROPERTY AND OTHER SATISFAC-
TORY TERMS OF DISPOSAL ARE OBTAINED BY NEGOTIATION;
  (V) UNDER THOSE CIRCUMSTANCES  PERMITTED  BY  PARAGRAPH  SIX  OF  THIS
SUBDIVISION; OR
  (VI) SUCH ACTION IS OTHERWISE AUTHORIZED BY LAW.
  (D)(I) AN EXPLANATORY STATEMENT SHALL BE PREPARED OF THE CIRCUMSTANCES
OF EACH DISPOSAL BY NEGOTIATION OF:
  (A)  ANY PERSONAL PROPERTY WHICH HAS AN ESTIMATED FAIR MARKET VALUE IN
EXCESS OF FIFTEEN THOUSAND DOLLARS;
  (B) ANY REAL PROPERTY THAT HAS  AN  ESTIMATED  FAIR  MARKET  VALUE  IN
EXCESS  OF  ONE  HUNDRED THOUSAND DOLLARS, EXCEPT THAT ANY REAL PROPERTY
DISPOSED OF BY LEASE OR EXCHANGE SHALL ONLY BE SUBJECT TO SUBCLAUSES (C)
AND (D) OF THIS CLAUSE;
  (C) ANY REAL PROPERTY DISPOSED OF BY LEASE, IF  THE  ESTIMATED  ANNUAL
RENT  OVER  THE  TERM  OF  THE  LEASE  IS  IN EXCESS OF FIFTEEN THOUSAND
DOLLARS;
  (D) ANY REAL PROPERTY OR REAL AND RELATED PERSONAL  PROPERTY  DISPOSED
OF  BY  EXCHANGE,  REGARDLESS  OF VALUE, OR ANY PROPERTY ANY PART OF THE
CONSIDERATION FOR WHICH IS REAL PROPERTY.
  (II) EACH SUCH STATEMENT SHALL BE TRANSMITTED TO THE PERSONS  ENTITLED
TO  RECEIVE  COPIES  OF  THE REPORT REQUIRED UNDER SUBDIVISION B OF THIS
SECTION NOT LESS THAN NINETY DAYS IN ADVANCE OF  SUCH  DISPOSAL,  AND  A
COPY THEREOF SHALL BE PRESERVED IN THE FILES OF THE PORT AUTHORITY.
  (6) DISPOSAL OF PROPERTY FOR LESS THAN FAIR MARKET VALUE. (A) NO ASSET
OWNED,  LEASED  OR OTHERWISE IN THE CONTROL OF THE PORT AUTHORITY MAY BE
SOLD, LEASED, OR OTHERWISE ALIENATED FOR LESS THAN ITS FAIR MARKET VALUE
EXCEPT IF:
  (I) THE TRANSFEREE IS A GOVERNMENT OR OTHER  PUBLIC  ENTITY,  AND  THE
TERMS  AND CONDITIONS OF THE TRANSFER REQUIRE THAT THE OWNERSHIP AND USE
OF THE ASSET WILL REMAIN WITH THE GOVERNMENT OR ANY OTHER PUBLIC ENTITY;
  (II) THE PURPOSE OF THE TRANSFER IS WITHIN  THE  PURPOSE,  MISSION  OR
GOVERNING STATUTE OF THE PORT AUTHORITY; OR
  (III)  IN  THE EVENT THE PORT AUTHORITY SEEKS TO TRANSFER AN ASSET FOR
LESS THAN ITS FAIR MARKET VALUE TO OTHER  THAN  A  GOVERNMENTAL  ENTITY,
WHICH  DISPOSAL  WOULD  NOT  BE CONSISTENT WITH THE AUTHORITY'S MISSION,
PURPOSE OR GOVERNING STATUTES,  SUCH  AUTHORITY  SHALL  PROVIDE  WRITTEN
NOTIFICATION  THEREOF  TO  THE GOVERNOR OF EACH STATE, AND SUCH PROPOSED
TRANSFER SHALL BE SUBJECT TO DENIAL BY EITHER GOVERNOR.   DENIAL BY  THE
GOVERNOR  SHALL TAKE THE FORM OF A SIGNED CERTIFICATION BY THE GOVERNOR.
THE GOVERNOR SHALL TAKE ANY SUCH ACTION WITHIN SIXTY DAYS  OF  RECEIVING
NOTIFICATION  OF  SUCH  PROPOSED  TRANSFER.  IF NO SUCH CERTIFICATION IS
PERFORMED WITHIN SIXTY DAYS OF SUCH NOTIFICATION OF THE PROPOSED  TRANS-
FER TO THE GOVERNOR, THE AUTHORITY MAY EFFECTUATE SUCH TRANSFER.

A. 3944--B                          9

  (B) IN THE EVENT A BELOW FAIR MARKET VALUE ASSET TRANSFER IS PROPOSED,
THE FOLLOWING INFORMATION MUST BE PROVIDED TO THE BOARD OF COMMISSIONERS
AND THE PUBLIC:
  (I) A FULL DESCRIPTION OF THE ASSET;
  (II)  AN APPRAISAL OF THE FAIR MARKET VALUE OF THE ASSET AND ANY OTHER
INFORMATION ESTABLISHING THE FAIR MARKET VALUE SOUGHT BY THE BOARD;
  (III) A DESCRIPTION OF THE PURPOSE OF THE TRANSFER, AND  A  REASONABLE
STATEMENT  OF THE KIND AND AMOUNT OF THE BENEFIT TO THE PUBLIC RESULTING
FROM THE TRANSFER, INCLUDING  BUT  NOT  LIMITED  TO  THE  KIND,  NUMBER,
LOCATION,  WAGES OR SALARIES OF JOBS CREATED OR PRESERVED AS REQUIRED BY
THE TRANSFER, THE BENEFITS, IF ANY, TO  THE  COMMUNITIES  IN  WHICH  THE
ASSET IS SITUATED AS ARE REQUIRED BY THE TRANSFER;
  (IV)  A  STATEMENT  OF  THE  VALUE TO BE RECEIVED COMPARED TO THE FAIR
MARKET VALUE;
  (V) THE NAMES OF ANY PRIVATE PARTIES PARTICIPATING  IN  THE  TRANSFER,
AND  IF  DIFFERENT  THAN  THE  STATEMENT REQUIRED BY CLAUSE (IV) OF THIS
SUBPARAGRAPH, A STATEMENT OF THE VALUE TO THE PRIVATE PARTY; AND
  (VI) THE NAMES OF OTHER PRIVATE PARTIES WHO HAVE  MADE  AN  OFFER  FOR
SUCH  ASSET,  THE VALUE OFFERED, AND THE PURPOSE FOR WHICH THE ASSET WAS
SOUGHT TO BE USED.
  (C) BEFORE APPROVING THE DISPOSAL OF ANY PROPERTY FOR LESS  THAN  FAIR
MARKET  VALUE, THE BOARD OF COMMISSIONERS SHALL CONSIDER THE INFORMATION
DESCRIBED IN SUBPARAGRAPH (B) OF  THIS  PARAGRAPH  AND  MAKE  A  WRITTEN
DETERMINATION  THAT  THERE  IS NO REASONABLE ALTERNATIVE TO THE PROPOSED
BELOW-MARKET TRANSFER THAT WOULD ACHIEVE THE SAME PURPOSE OF SUCH TRANS-
FER.
  S 3. ANNUAL REPORT. A. THE PORT AUTHORITY SHALL SUBMIT TO  THE  GOVER-
NOR,  THE  STATE  COMPTROLLER  AND THE LEGISLATURE OF EACH STATE, WITHIN
NINETY DAYS AFTER THE END OF ITS FISCAL YEAR, A  COMPLETE  AND  DETAILED
REPORT OR REPORTS SETTING FORTH: (1) ITS OPERATIONS AND ACCOMPLISHMENTS;
(2)  ITS  FINANCIAL REPORTS CERTIFIED BY THE CHAIR AND VICE-CHAIR OF THE
BOARD; AND THE EXECUTIVE DIRECTOR, DEPUTY EXECUTIVE DIRECTOR  AND  CHIEF
FINANCIAL  OFFICER  OF  THE PORT AUTHORITY, INCLUDING (A) AUDITED FINAN-
CIALS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, KNOWN
AS GAAP,  AND  THE  ACCOUNTING  STANDARDS  ISSUED  BY  THE  GOVERNMENTAL
ACCOUNTING  STANDARDS  BOARD,  KNOWN  AS  GASB,  (B)  GRANT  AND SUBSIDY
PROGRAMS, (C) OPERATING AND FINANCIAL RISKS,  (D)  CURRENT  RATINGS,  IF
ANY,  OF  ITS BONDS ISSUED BY RECOGNIZED BOND RATING AGENCIES AND NOTICE
OF CHANGES IN SUCH RATINGS, AND  (E)  LONG-TERM  LIABILITIES,  INCLUDING
LEASES AND EMPLOYEE BENEFIT PLANS; (3) A SCHEDULE OF ITS BONDS AND NOTES
OUTSTANDING  AT THE END OF ITS FISCAL YEAR, TOGETHER WITH A STATEMENT OF
THE AMOUNTS REDEEMED AND INCURRED DURING SUCH FISCAL YEAR AS PART  OF  A
SCHEDULE  OF  DEBT  ISSUANCE  THAT  INCLUDES THE DATE OF ISSUANCE, TERM,
AMOUNT, INTEREST RATE AND MEANS OF  REPAYMENT.  ADDITIONALLY,  THE  DEBT
SCHEDULE SHALL INCLUDE ALL REFINANCINGS, CALLS, REFUNDINGS, DEFEASEMENTS
AND  INTEREST  RATE  EXCHANGE OR OTHER SUCH AGREEMENTS, AND FOR ANY DEBT
ISSUED DURING THE REPORTING YEAR, THE  SCHEDULE  SHALL  ALSO  INCLUDE  A
DETAILED  LIST  OF  COSTS  OF ISSUANCE FOR SUCH DEBT; (4) A COMPENSATION
SCHEDULE THAT SHALL INCLUDE, BY POSITION, TITLE AND NAME OF  THE  PERSON
HOLDING  SUCH  POSITION  OR  TITLE,  THE SALARY, COMPENSATION, ALLOWANCE
AND/OR BENEFITS PROVIDED TO ANY OFFICER, DIRECTOR OR EMPLOYEE IN A DECI-
SION MAKING OR MANAGERIAL POSITION OF SUCH AUTHORITY WHOSE SALARY IS  IN
EXCESS  OF  ONE  HUNDRED THOUSAND DOLLARS; (5) BIOGRAPHICAL INFORMATION,
NOT INCLUDING CONFIDENTIAL PERSONAL INFORMATION, FOR ALL  DIRECTORS  AND
OFFICERS  AND  EMPLOYEES  FOR WHOM SALARY REPORTING IS REQUIRED; (6) THE
PROJECTS UNDERTAKEN BY SUCH AUTHORITY DURING THE PAST YEAR; (7) A  LIST-

A. 3944--B                         10

ING  AND DESCRIPTION, IN ADDITION TO THE REPORT REQUIRED BY SUBPARAGRAPH
(C) OF PARAGRAPH TWO OF SUBDIVISION B OF SECTION TWO OF THIS ARTICLE, OF
ALL REAL PROPERTY OF THE AUTHORITY HAVING AN ESTIMATED FAIR MARKET VALUE
IN  EXCESS  OF  FIFTEEN  THOUSAND DOLLARS THAT THE AUTHORITY ACQUIRES OR
DISPOSES OF DURING SUCH PERIOD.  THE  REPORT  SHALL  CONTAIN  THE  PRICE
RECEIVED OR PAID BY THE AUTHORITY AND THE NAME OF THE PURCHASER OR SELL-
ER  FOR  ALL  SUCH  PROPERTY SOLD OR BOUGHT BY THE AUTHORITY DURING SUCH
PERIOD; (8) SUCH AUTHORITY'S CODE OF ETHICS; (9) AN  ASSESSMENT  OF  THE
EFFECTIVENESS  OF  ITS INTERNAL CONTROL STRUCTURE AND PROCEDURES; (10) A
DESCRIPTION OF THE AUTHORITY AND  ITS  BOARD  STRUCTURE,  INCLUDING  (A)
NAMES  OF  COMMITTEES AND COMMITTEE MEMBERS, (B) LISTS OF BOARD MEETINGS
AND ATTENDANCE, (C) DESCRIPTIONS OF MAJOR AUTHORITY UNITS, SUBSIDIARIES,
AND (D) NUMBER OF EMPLOYEES; (11) ITS CHARTER, IF ANY, AND BY-LAWS; (12)
A LISTING OF MATERIAL CHANGES IN  OPERATIONS  AND  PROGRAMS  DURING  THE
REPORTING  YEAR; (13) AT A MINIMUM A FOUR-YEAR FINANCIAL PLAN, INCLUDING
(A) A CURRENT AND PROJECTED CAPITAL BUDGET, AND (B) AN OPERATING  BUDGET
REPORT,  INCLUDING  AN  ACTUAL VERSUS ESTIMATED BUDGET, WITH AN ANALYSIS
AND MEASUREMENT OF FINANCIAL AND OPERATING PERFORMANCE; (14)  ITS  BOARD
PERFORMANCE  EVALUATIONS; PROVIDED, HOWEVER, THAT SUCH EVALUATIONS SHALL
NOT BE SUBJECT TO DISCLOSURE UNDER THE FREEDOM OF  INFORMATION  LAWS  OF
EACH  STATE; (15) A DESCRIPTION OF THE TOTAL AMOUNTS OF ASSETS, SERVICES
OR BOTH ASSETS AND SERVICES BOUGHT OR SOLD WITHOUT COMPETITIVE  BIDDING,
INCLUDING  (A) THE NATURE OF THOSE ASSETS AND SERVICES, (B) THE NAMES OF
THE  COUNTERPARTIES,  AND  (C)  WHERE  THE  CONTRACT  PRICE  FOR  ASSETS
PURCHASED  EXCEEDS  FAIR  MARKET  VALUE, OR WHERE THE CONTRACT PRICE FOR
ASSETS SOLD IS LESS THAN FAIR MARKET VALUE, A  DETAILED  EXPLANATION  OF
THE  JUSTIFICATION  FOR  MAKING THE PURCHASE OR SALE WITHOUT COMPETITIVE
BIDDING, AND A CERTIFICATION BY THE CHIEF EXECUTIVE  OFFICER  AND  CHIEF
FINANCIAL  OFFICER  OF  THE  PORT  AUTHORITY THAT THEY HAVE REVIEWED THE
TERMS OF SUCH PURCHASE OR SALE AND  DETERMINED  THAT  IT  COMPLIES  WITH
APPLICABLE LAW AND PROCUREMENT GUIDELINES; AND (16) A DESCRIPTION OF ANY
MATERIAL PENDING LITIGATION IN WHICH THE PORT AUTHORITY IS INVOLVED AS A
PARTY DURING THE REPORTING YEAR.
  B.  THE  PORT  AUTHORITY  SHALL MAKE ACCESSIBLE TO THE PUBLIC, VIA ITS
OFFICIAL OR SHARED INTERNET WEB SITE, DOCUMENTATION  PERTAINING  TO  ITS
MISSION,  CURRENT  ACTIVITIES,  MOST  RECENT  ANNUAL  FINANCIAL REPORTS,
CURRENT YEAR BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT  UNLESS
SUCH  INFORMATION  IS  EXEMPT FROM DISCLOSURE PURSUANT TO EITHER STATE'S
FREEDOM OF INFORMATION LAWS.
  C. EVERY FINANCIAL  REPORT  SUBMITTED  UNDER  THIS  SECTION  SHALL  BE
APPROVED BY THE BOARD AND SHALL BE CERTIFIED IN WRITING BY THE CHAIR AND
VICE-CHAIR  OF  THE  BOARD; AND THE EXECUTIVE DIRECTOR, DEPUTY EXECUTIVE
DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE PORT AUTHORITY,  THAT  BASED
ON THE OFFICER'S KNOWLEDGE (1) THE INFORMATION PROVIDED THEREIN IS ACCU-
RATE,  CORRECT  AND  DOES  NOT  CONTAIN ANY UNTRUE STATEMENT OF MATERIAL
FACT; (2) DOES NOT OMIT ANY MATERIAL FACT WHICH, IF OMITTED, WOULD CAUSE
THE FINANCIAL STATEMENTS TO BE MISLEADING IN LIGHT OF THE  CIRCUMSTANCES
UNDER  WHICH  SUCH  STATEMENTS  ARE MADE; AND (3) FAIRLY PRESENTS IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF  OPERATIONS  OF
THE  AUTHORITY  AS  OF,  AND FOR, THE PERIODS PRESENTED IN THE FINANCIAL
STATEMENTS.
  S 4. INDEPENDENT AUDITS AND AUDIT REPORTS. A. THE PORT AUTHORITY SHALL
SUBMIT TO THE GOVERNOR, THE STATE COMPTROLLER, AND  THE  LEGISLATURE  OF
EACH  STATE, TOGETHER WITH THE REPORT DESCRIBED IN SECTION THREE OF THIS
ARTICLE, A COPY OF THE ANNUAL INDEPENDENT AUDIT REPORT, PERFORMED  BY  A
CERTIFIED  PUBLIC  ACCOUNTING FIRM IN ACCORDANCE WITH GENERALLY ACCEPTED

A. 3944--B                         11

AUDITING STANDARDS, AND MANAGEMENT LETTER AND ANY OTHER  EXTERNAL  EXAM-
INATION OF THE BOOKS AND ACCOUNTS OF THE AUTHORITY.
  B. EACH CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM THAT PERFORMS ANY
AUDIT  REQUIRED BY THIS ARTICLE SHALL TIMELY REPORT TO THE AUDIT COMMIT-
TEE OF SUCH AUTHORITY: (1) ALL CRITICAL ACCOUNTING  POLICIES  AND  PRAC-
TICES  TO  BE USED; (2) ALL ALTERNATIVE TREATMENTS OF FINANCIAL INFORMA-
TION WITHIN GENERALLY ACCEPTED  ACCOUNTING  PRINCIPLES  THAT  HAVE  BEEN
DISCUSSED WITH MANAGEMENT OFFICIALS OF THE PORT AUTHORITY, RAMIFICATIONS
OF  THE  USE  OF  SUCH  ALTERNATIVE  DISCLOSURES AND TREATMENTS, AND THE
TREATMENT PREFERRED BY THE CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM;
AND (3) OTHER MATERIAL  WRITTEN  COMMUNICATIONS  BETWEEN  THE  CERTIFIED
INDEPENDENT  PUBLIC ACCOUNTING FIRM AND THE MANAGEMENT OF THE AUTHORITY,
INCLUDING AS THE MANAGEMENT LETTER ALONG WITH MANAGEMENT'S  RESPONSE  OR
PLAN  OF  CORRECTIVE ACTION, MATERIAL CORRECTIONS IDENTIFIED OR SCHEDULE
OF UNADJUSTED DIFFERENCES, WHERE APPLICABLE.
  C. NOTWITHSTANDING ANY OTHER PROVISION OF LAW  TO  THE  CONTRARY,  THE
CERTIFIED  INDEPENDENT PUBLIC ACCOUNTING FIRM PROVIDING SUCH AUTHORITY'S
ANNUAL INDEPENDENT AUDIT WILL BE PROHIBITED IN PROVIDING AUDIT  SERVICES
TO THE AUTHORITY IF THE LEAD OR COORDINATING AUDIT PARTNER HAVING PRIMA-
RY  RESPONSIBILITY  FOR  THE AUDIT, OR THE AUDIT PARTNER RESPONSIBLE FOR
REVIEWING THE AUDIT, HAS PERFORMED AUDIT SERVICES  FOR  THAT  ISSUER  IN
EACH OF THE FIVE PREVIOUS FISCAL YEARS OF SUCH AUTHORITY.
  D.  THE  CERTIFIED  INDEPENDENT  PUBLIC ACCOUNTING FIRM PERFORMING THE
PORT AUTHORITY'S AUDIT SHALL BE PROHIBITED FROM PERFORMING ANY NON-AUDIT
SERVICES TO SUCH AUTHORITY  CONTEMPORANEOUSLY  WITH  THE  AUDIT,  UNLESS
RECEIVING  PREVIOUS  WRITTEN  APPROVAL BY THE AUDIT COMMITTEE INCLUDING:
(1) BOOKKEEPING OR OTHER SERVICES RELATED TO THE ACCOUNTING  RECORDS  OR
FINANCIAL  STATEMENTS  OF  SUCH  AUTHORITY;  (2)  FINANCIAL  INFORMATION
SYSTEMS DESIGN AND IMPLEMENTATION; (3) APPRAISAL OR VALUATION  SERVICES,
FAIRNESS   OPINIONS,  OR  CONTRIBUTION-IN-KIND  REPORTS;  (4)  ACTUARIAL
SERVICES; (5) INTERNAL AUDIT OUTSOURCING SERVICES; (6) MANAGEMENT  FUNC-
TIONS  OR  HUMAN  SERVICES; (7) BROKER OR DEALER, INVESTMENT ADVISOR, OR
INVESTMENT BANKING SERVICES; AND (8) LEGAL SERVICES AND EXPERT  SERVICES
UNRELATED TO THE AUDIT.
  E.  IT  SHALL  BE  PROHIBITED  FOR  ANY  CERTIFIED  INDEPENDENT PUBLIC
ACCOUNTING FIRM TO PERFORM FOR THE PORT AUTHORITY ANY AUDIT  SERVICE  IF
THE CHIEF EXECUTIVE OFFICER, COMPTROLLER, CHIEF FINANCIAL OFFICER, CHIEF
ACCOUNTING  OFFICER,  OR ANY OTHER PERSON SERVING IN AN EQUIVALENT POSI-
TION FOR THE AUTHORITY,  WAS  EMPLOYED  BY  THAT  CERTIFIED  INDEPENDENT
PUBLIC  ACCOUNTING FIRM AND PARTICIPATED IN ANY CAPACITY IN THE AUDIT OF
THE AUTHORITY DURING THE ONE YEAR  PERIOD  PRECEDING  THE  DATE  OF  THE
INITIATION OF THE AUDIT.
  F.  NOTWITHSTANDING  ANY  PROVISION  OF  LAW TO THE CONTRARY, THE PORT
AUTHORITY MAY EXEMPT INFORMATION FROM DISCLOSURE OR REPORT, IF THE COUN-
SEL OF SUCH AUTHORITY DEEMS THAT SUCH INFORMATION IS COVERED  BY  EITHER
STATE'S FREEDOM OF INFORMATION LAWS.
  S 5. WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM. A. DEFINITIONS.
  (1)  "ATTORNEY  GENERAL" SHALL MEAN THE ATTORNEY GENERAL OF THE STATES
OF NEW YORK AND NEW JERSEY.
  (2) "EMPLOYEES" MEANS THOSE PERSONS EMPLOYED AT  THE  PORT  AUTHORITY,
INCLUDING  BUT  NOT LIMITED TO: FULL-TIME AND PART-TIME EMPLOYEES, THOSE
EMPLOYEES ON PROBATION, AND TEMPORARY EMPLOYEES.
  (3) "INSPECTOR GENERAL" SHALL MEAN THE INSPECTOR GENERAL OF  THE  PORT
AUTHORITY.
  (4)  "WHISTLEBLOWER" SHALL MEAN ANY EMPLOYEE OF THE PORT AUTHORITY WHO
DISCLOSES INFORMATION CONCERNING ACTS OF WRONGDOING, MISCONDUCT, MALFEA-

A. 3944--B                         12

SANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY AN EMPLOYEE OR BOARD MEMBER OF
THE AUTHORITY, CONCERNING THE AUTHORITY'S INVESTMENTS, TRAVEL,  ACQUISI-
TION  OF  REAL OR PERSONAL PROPERTY, THE DISPOSITION OF REAL OR PERSONAL
PROPERTY AND THE PROCUREMENT OF GOODS AND SERVICES.
  B. THE INSPECTOR GENERAL, AFTER CONSULTATION WITH THE ATTORNEY GENERAL
OF  BOTH  STATES  SHALL  DEVELOP  A  WHISTLEBLOWER ACCESS AND ASSISTANCE
PROGRAM WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO:
  (1) EVALUATING AND COMMENTING ON WHISTLEBLOWER PROGRAMS  AND  POLICIES
BY BOARD OF COMMISSIONERS PURSUANT TO PARAGRAPH FIVE OF SUBDIVISION A OF
SECTION TWO OF ARTICLE IV OF THIS ACT;
  (2)  ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE TO
EMPLOYEES;
  (3) OFFERING ADVICE REGARDING EMPLOYEE RIGHTS UNDER  APPLICABLE  STATE
AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL PERSONS; AND
  (4) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
ING ANY ISSUE AT THE PORT AUTHORITY.
  C.  ANY  COMMUNICATIONS  BETWEEN AN EMPLOYEE AND THE INSPECTOR GENERAL
PURSUANT TO THIS SECTION SHALL BE  HELD  STRICTLY  CONFIDENTIAL  BY  THE
INSPECTOR  GENERAL,  UNLESS  THE EMPLOYEE SPECIFICALLY WAIVES IN WRITING
THE RIGHT TO CONFIDENTIALITY, EXCEPT THAT SUCH CONFIDENTIALITY SHALL NOT
EXEMPT THE INSPECTOR GENERAL FROM  DISCLOSING  SUCH  INFORMATION,  WHERE
APPROPRIATE, TO ANY LAW ENFORCEMENT AUTHORITY.
  D.  THE  PORT  AUTHORITY  SHALL  NOT FIRE, DISCHARGE, DEMOTE, SUSPEND,
THREATEN, HARASS OR DISCRIMINATE AGAINST  AN  EMPLOYEE  BECAUSE  OF  THE
EMPLOYEE'S  ROLE AS A WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY THE
EMPLOYEE ARE LEGAL.
  S 6. LOBBYING CONTACTS. A. DEFINITIONS. AS USED IN THIS ARTICLE:
  (1) "LOBBYIST" SHALL HAVE THE SAME MEANING AS DEFINED IN THE LAWS  OR,
RULES OR REGULATIONS OF EITHER STATE.
  (2) "LOBBYING" SHALL MEAN AND INCLUDE ANY ATTEMPT TO INFLUENCE:
  (A)  THE  ADOPTION  OR  REJECTION OF ANY RULE OR REGULATION HAVING THE
FORCE AND EFFECT OF LAW BY THE PORT AUTHORITY,
  (B) THE OUTCOME OF ANY PROCEEDING BY THE PORT AUTHORITY TO  ESTABLISH,
LEVY OR COLLECT FEES, TOLLS, CHARGES OR FARES, AND
  (C)  THE AUTHORIZATION, APPROVAL OR AWARD OF ANY AGREEMENTS, CONTRACTS
OR PURCHASE ORDERS, INCLUDING ANY SETTLEMENT OF PORT  AUTHORITY  CLAIMS;
OR  ANY  EXTENSION, AMENDMENT OR MODIFICATION OF ANY EXISTING AGREEMENT,
CONTRACT OR ORDER.
  (3) "CONTACT" SHALL MEAN ANY CONVERSATION, IN PERSON OR BY  TELEPHONIC
OR  OTHER  ELECTRONIC  MEANS,  OR  CORRESPONDENCE  BETWEEN  ANY LOBBYIST
ENGAGED IN THE ACT OF LOBBYING AND ANY PERSON WITHIN THE PORT  AUTHORITY
WHO  CAN  MAKE OR INFLUENCE A DECISION ON THE SUBJECT OF THE LOBBYING ON
BEHALF OF THE AUTHORITY, AND SHALL INCLUDE, AT A MINIMUM, ALL MEMBERS OF
THE BOARD OF COMMISSIONERS AND ALL OFFICERS OF THE PORT AUTHORITY.
  B. THE PORT AUTHORITY SHALL MAINTAIN A RECORD OF ALL LOBBYING CONTACTS
MADE WITH SUCH AUTHORITY.
  C. EVERY BOARD MEMBER, OFFICER OR EMPLOYEE OF THE PORT  AUTHORITY  WHO
IS  CONTACTED  BY A LOBBYIST SHALL MAKE A CONTEMPORANEOUS RECORD OF SUCH
CONTACT CONTAINING THE DAY AND TIME OF THE CONTACT, THE IDENTITY OF  THE
LOBBYIST AND A GENERAL SUMMARY OF THE SUBSTANCE OF THE CONTACT.
  D.  THE  PORT AUTHORITY SHALL ADOPT A POLICY IMPLEMENTING THE REQUIRE-
MENTS OF THIS SECTION. SUCH POLICY SHALL APPOINT AN OFFICER TO WHOM  ALL
SUCH  RECORDS  SHALL  BE  DELIVERED.    SUCH OFFICER SHALL MAINTAIN SUCH
RECORDS FOR NOT LESS THAN SEVEN YEARS IN A  FILING  SYSTEM  DESIGNED  TO
ORGANIZE  SUCH  RECORDS IN A MANNER SO AS TO MAKE SUCH RECORDS USEFUL TO

A. 3944--B                         13

DETERMINE WHETHER THE DECISIONS OF  THE  AUTHORITY  WERE  INFLUENCED  BY
LOBBYING CONTACTS.
  S  7.  INSPECTOR GENERAL. A. ESTABLISHMENT AND ORGANIZATION. (1) THERE
IS HEREBY ESTABLISHED THE OFFICE OF THE INSPECTOR GENERAL  IN  THE  PORT
AUTHORITY.    THE  HEAD OF THE OFFICE SHALL BE THE INSPECTOR GENERAL WHO
SHALL BE APPOINTED BY, AND REPORT TO, THE BOARD OF COMMISSIONERS OF  THE
PORT AUTHORITY.
  (2)  THE  INSPECTOR GENERAL SHALL HOLD OFFICE AT THE DISCRETION OF THE
BOARD OF COMMISSIONERS AND UNTIL HIS OR HER SUCCESSOR IS  APPOINTED  AND
HAS QUALIFIED.
  (3)  THE  INSPECTOR  GENERAL MAY APPOINT ONE OR MORE DEPUTY INSPECTORS
GENERAL TO SERVE AT HIS OR HER PLEASURE, WHO SHALL  BE  RESPONSIBLE  FOR
CONDUCTING AUDITS AND INVESTIGATIONS IN THE PORT AUTHORITY.
  B.  FUNCTIONS AND DUTIES. THE INSPECTOR GENERAL SHALL HAVE THE FOLLOW-
ING DUTIES AND RESPONSIBILITIES:
  (1) RECEIVE AND INVESTIGATE COMPLAINTS FROM ANY SOURCE, OR UPON HIS OR
HER OWN INITIATIVE, CONCERNING ALLEGATIONS OF CORRUPTION, FRAUD,  CRIMI-
NAL  ACTIVITY,  CONFLICTS  OF INTEREST OR ABUSE IN THE PORT AUTHORITY OR
ITS SUBSIDIARIES;
  (2) INFORM THE BOARD OF COMMISSIONERS AND EXECUTIVE DIRECTOR  OF  SUCH
ALLEGATIONS  AND  THE PROGRESS OF INVESTIGATIONS RELATED THERETO, UNLESS
SPECIAL CIRCUMSTANCES REQUIRE CONFIDENTIALITY;
  (3) DETERMINE WITH RESPECT TO SUCH  ALLEGATIONS  WHETHER  DISCIPLINARY
ACTION,  CIVIL  OR  CRIMINAL PROSECUTION, OR FURTHER INVESTIGATION BY AN
APPROPRIATE FEDERAL, STATE OR LOCAL AGENCY IS WARRANTED, AND  TO  ASSIST
IN SUCH INVESTIGATIONS;
  (4) PREPARE AND RELEASE TO THE PUBLIC WRITTEN REPORTS OF SUCH INVESTI-
GATIONS,  AS  APPROPRIATE AND TO THE EXTENT PERMITTED BY LAW, SUBJECT TO
REDACTION TO PROTECT THE CONFIDENTIALITY OF WITNESSES.  THE  RELEASE  OF
ALL OR PORTIONS OF SUCH REPORTS MAY BE DEFERRED TO PROTECT THE CONFIDEN-
TIALITY OF ONGOING INVESTIGATIONS;
  (5) REVIEW AND EXAMINE PERIODICALLY THE POLICIES AND PROCEDURES OF THE
PORT   AUTHORITY   WITH  REGARD  TO  THE  PREVENTION  AND  DETECTION  OF
CORRUPTION, FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
  (6) RECOMMEND REMEDIAL ACTION  TO  PREVENT  OR  ELIMINATE  CORRUPTION,
FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
  (7)  ESTABLISH  PROGRAMS  FOR  TRAINING  PORT  AUTHORITY  OFFICERS AND
EMPLOYEES REGARDING THE PREVENTION AND ELIMINATION OF CORRUPTION, FRAUD,
CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE IN COVERED AGENCIES.
  C. POWERS. THE INSPECTOR GENERAL SHALL HAVE THE POWER TO:
  (1) SUBPOENA AND ENFORCE THE ATTENDANCE OF WITNESSES;
  (2) ADMINISTER OATHS OR AFFIRMATIONS AND EXAMINE WITNESSES UNDER OATH;
  (3) REQUIRE THE PRODUCTION OF ANY BOOKS AND PAPERS DEEMED RELEVANT  OR
MATERIAL TO ANY INVESTIGATION, EXAMINATION OR REVIEW;
  (4)  NOTWITHSTANDING  ANY  LAW  TO  THE  CONTRARY, EXAMINE AND COPY OR
REMOVE DOCUMENTS OR RECORDS OF ANY KIND PREPARED, MAINTAINED OR HELD  BY
THE PORT AUTHORITY AND ITS SUBSIDIARIES;
  (5)  REQUIRE  ANY  OFFICER  OR  EMPLOYEE  OF THE PORT AUTHORITY OR ITS
SUBSIDIARIES TO ANSWER QUESTIONS CONCERNING ANY MATTER  RELATED  TO  THE
PERFORMANCE  OF  HIS  OR  HER  OFFICIAL  DUTIES.  NO  STATEMENT OR OTHER
EVIDENCE DERIVED THEREFROM MAY BE USED AGAINST SUCH OFFICER OR  EMPLOYEE
IN  ANY  SUBSEQUENT  CRIMINAL  PROSECUTION  OTHER  THAN  FOR  PERJURY OR
CONTEMPT ARISING FROM SUCH TESTIMONY. THE  REFUSAL  OF  ANY  OFFICER  OR
EMPLOYEE  TO  ANSWER QUESTIONS SHALL BE CAUSE FOR REMOVAL FROM OFFICE OR
EMPLOYMENT OR OTHER APPROPRIATE PENALTY;

A. 3944--B                         14

  (6) MONITOR THE IMPLEMENTATION BY THE PORT AUTHORITY OF ANY  RECOMMEN-
DATIONS MADE BY THE INSPECTOR GENERAL;
  (7)  PERFORM  ANY OTHER FUNCTIONS THAT ARE NECESSARY OR APPROPRIATE TO
FULFILL THE DUTIES AND RESPONSIBILITIES OF OFFICE.
  D. RESPONSIBILITIES OF PORT AUTHORITY OFFICERS  AND  EMPLOYEES.  EVERY
OFFICER  OR  EMPLOYEE  IN  THE PORT AUTHORITY AND ITS SUBSIDIARIES SHALL
REPORT PROMPTLY TO THE  INSPECTOR  GENERAL  ANY  INFORMATION  CONCERNING
CORRUPTION,  FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE BY
ANOTHER PORT AUTHORITY OFFICER OR EMPLOYEE RELATING TO HIS OR HER OFFICE
OR EMPLOYMENT, OR BY A PERSON HAVING BUSINESS  DEALINGS  WITH  THE  PORT
AUTHORITY RELATING TO THOSE DEALINGS. THE KNOWING FAILURE OF ANY OFFICER
OR  EMPLOYEE  TO  SO  REPORT  SHALL  BE CAUSE FOR REMOVAL FROM OFFICE OR
EMPLOYMENT OR OTHER APPROPRIATE PENALTY. ANY  OFFICER  OR  EMPLOYEE  WHO
ACTS  PURSUANT  TO  THIS  SECTION  BY REPORTING TO THE INSPECTOR GENERAL
IMPROPER GOVERNMENTAL ACTION SHALL NOT BE SUBJECT TO  DISMISSAL,  DISCI-
PLINE OR OTHER ADVERSE PERSONNEL ACTION.
  S  8.  REPORTING  OF PORT AUTHORITY DEBT. AT LEAST SIXTY DAYS PRIOR TO
THE END OF ITS FISCAL YEAR, THE  PORT  AUTHORITY  SHALL  SUBMIT  TO  THE
GOVERNOR, STATE COMPTROLLER AND LEGISLATURE OF EACH STATE A STATEMENT OF
INTENT  TO  GUIDE  THE AUTHORITY'S ISSUANCE AND OVERALL AMOUNT OF BONDS,
NOTES, OR OTHER DEBT OBLIGATIONS IT MAY ISSUE DURING THE UPCOMING FISCAL
YEAR.
  S 9. SUBSIDIARIES OF THE PORT AUTHORITY. A. NOTWITHSTANDING ANY LAW TO
THE CONTRARY, THE PORT AUTHORITY SHALL NOT HAVE THE  POWER  TO  ORGANIZE
ANY  SUBSIDIARY  CORPORATION UNLESS THE LEGISLATURE OF BOTH STATES SHALL
HAVE ENACTED A LAW GRANTING THE AUTHORITY SUCH POWER FOR  THE  ORGANIZA-
TION OF A SPECIFIC CORPORATION, PROVIDED, HOWEVER, THAT THE PORT AUTHOR-
ITY  MAY  ORGANIZE  A  SUBSIDIARY  CORPORATION PURSUANT TO THE FOLLOWING
REQUIREMENTS:
  (1) THE PURPOSE FOR WHICH THE SUBSIDIARY CORPORATION SHALL  BE  ORGAN-
IZED  SHALL  BE  FOR  A  PROJECT OR PROJECTS WHICH THE AUTHORITY HAS THE
POWER TO PURSUE PURSUANT TO ITS CORPORATE PURPOSES;
  (2) THE PRIMARY REASON FOR WHICH THE SUBSIDIARY CORPORATION  SHALL  BE
ORGANIZED  SHALL  BE  TO  LIMIT  THE  POTENTIAL  LIABILITY IMPACT OF THE
SUBSIDIARY'S PROJECT OR PROJECTS ON THE AUTHORITY OR  BECAUSE  STATE  OR
FEDERAL  LAW  REQUIRES  THAT  THE  PURPOSE OF A SUBSIDIARY BE UNDERTAKEN
THROUGH A SPECIFIC CORPORATE STRUCTURE; AND
  (3) THE SUBSIDIARY  CORPORATION  SHALL  MAKE  THE  REPORTS  AND  OTHER
DISCLOSURES AS ARE REQUIRED BY THE PORT AUTHORITY, UNLESS THE SUBSIDIARY
CORPORATION'S OPERATIONS AND FINANCES ARE CONSOLIDATED WITH THOSE OF THE
AUTHORITY.
  B.  IN  SUCH  CASES  WHERE  THE PORT AUTHORITY IS GRANTED THE POWER TO
ORGANIZE A SUBSIDIARY CORPORATION PURSUANT  TO  SUBDIVISION  A  OF  THIS
SECTION,  THE AUTHORITY SHALL FILE, NO LESS THAN SIXTY DAYS PRIOR TO THE
FORMATION OF SUCH SUBSIDIARY, NOTICE TO THE GOVERNOR,  THE  COMPTROLLER,
AND THE LEGISLATURE OF EACH STATE THAT IT WILL BE CREATING A SUBSIDIARY.
  C.  SUBSIDIARY CORPORATIONS FORMED UNDER SUBDIVISION A OF THIS SECTION
SHALL NOT HAVE THE AUTHORITY TO  ISSUE  BONDS,  NOTES  OR  OTHER  DEBTS,
PROVIDED,  HOWEVER, THAT SUCH SUBSIDIARY CORPORATIONS MAY ISSUE NOTES OR
OTHER DEBT TO THE PORT AUTHORITY. NO SUCH DEBT ISSUED BY THE  SUBSIDIARY
TO  THE AUTHORITY SHALL IN TOTAL EXCEED, AT ANY TIME, A PRINCIPAL AMOUNT
OF FIVE HUNDRED THOUSAND DOLLARS OR, DURING THE NINE  MONTHS  AFTER  THE
FORMATION OF THE SUBSIDIARY, ONE MILLION DOLLARS.
  D.  THE CERTIFICATE OF INCORPORATION OR OTHER DOCUMENT FILED TO ORGAN-
IZE A SUBSIDIARY CORPORATION UNDER THIS SECTION  SHALL  STATE  THAT  THE
PORT AUTHORITY IS THE PERSON ORGANIZING THE CORPORATION.

A. 3944--B                         15

  E.  ON  OR  BEFORE THE FIRST DAY OF JANUARY, TWO THOUSAND FIFTEEN, AND
ANNUALLY ON SUCH DAY THEREAFTER, ANY SUBSIDIARY CORPORATION, IN  COOPER-
ATION  WITH THE PORT AUTHORITY, SHALL PROVIDE TO THE GOVERNOR AND LEGIS-
LATURE OF EACH STATE A REPORT ON THE SUBSIDIARY CORPORATION. SUCH REPORT
SHALL INCLUDE FOR EACH SUBSIDIARY:
  (1)  THE  COMPLETE  LEGAL NAME, ADDRESS AND CONTACT INFORMATION OF THE
SUBSIDIARY;
  (2) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;
  (3) THE COMPLETE BYLAWS AND LEGAL ORGANIZATION PAPERS OF  THE  SUBSID-
IARY;
  (4) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
OF  THE SUBSIDIARY, INCLUDING A STATEMENT OF JUSTIFICATION AS TO WHY THE
SUBSIDIARY IS NECESSARY TO CONTINUE ITS OPERATIONS FOR THE PUBLIC  BENE-
FIT FOR THE PEOPLE OF BOTH STATES; AND
  (5)  ANY  OTHER INFORMATION THE SUBSIDIARY CORPORATION DEEMS IMPORTANT
TO INCLUDE IN SUCH REPORT.
  S 10. FINANCIAL DISCLOSURE. 1. NOTWITHSTANDING ANY OTHER PROVISION  OF
LAW  TO  THE CONTRARY, THE COMMISSIONERS, OFFICERS, AND EMPLOYEES OF THE
PORT AUTHORITY SHALL FILE  ANNUAL  FINANCIAL  DISCLOSURE  STATEMENTS  AS
PROVIDED IN THIS SECTION.
  2.  (A)  THE COMMISSIONERS APPOINTED BY THE GOVERNOR FROM THE STATE OF
NEW YORK AND ALL OFFICERS OF THE PORT AUTHORITY SHALL FILE ANNUAL FINAN-
CIAL DISCLOSURE STATEMENTS PURSUANT TO SECTION  SEVENTY-THREE-A  OF  THE
PUBLIC OFFICERS LAW.
  (B) EMPLOYEES OF THE PORT AUTHORITY WHO HOLD A POLICY-MAKING POSITION,
AS  DETERMINED  BY  THE PORT AUTHORITY, OR WHOSE ANNUAL SALARY EQUALS OR
EXCEEDS THE SALARY RATE OF SG-24 AS SET FORTH IN PARAGRAPH A OF SUBDIVI-
SION ONE OF SECTION 130 OF THE CIVIL SERVICE LAW OF  THE  STATE  OF  NEW
YORK  AS OF APRIL FIRST OF THE YEAR IN WHICH AN ANNUAL FINANCIAL DISCLO-
SURE STATEMENT SHALL BE FILED, SHALL FILE  ANNUAL  FINANCIAL  DISCLOSURE
STATEMENTS  PURSUANT  TO  SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS
LAW.
  (C) ANY PERSON WHO IS REQUIRED TO FILE  ANNUAL  DISCLOSURE  STATEMENTS
PURSUANT  TO  THIS SECTION SHALL BE SUBJECT TO THE PROVISIONS, INCLUDING
THE ENFORCEMENT PROVISIONS, OF SECTION  SEVENTY-THREE-A  OF  THE  PUBLIC
OFFICERS LAW.
  (D)  THE  COMMISSIONERS FROM THE STATE OF NEW JERSEY SHALL FILE ANNUAL
FINANCIAL DISCLOSURE STATEMENTS AS REQUIRED BY NEW JERSEY STATE  LAW  OR
EXECUTIVE ORDER.
  S  11.  THE  PORT  AUTHORITY  SHALL  REQUIRE AN EFFICIENCY STUDY TO BE
CONDUCTED BY AN OUTSIDE, INDEPENDENT EXPERT TO IDENTIFY WASTE  OR  ABUSE
INVOLVING  THE  AUTHORITY.  THE  INITIAL STUDY SHALL BE COMPLETED WITHIN
TWELVE MONTHS OF THE EFFECTIVE DATE OF THIS ACT, AND MADE PUBLIC AT  THE
FIRST  REGULARLY-SCHEDULED  PUBLIC MEETING OF THE BOARD OF COMMISSIONERS
FOLLOWING THE COMPLETION OF THE INITIAL STUDY.  SUBSEQUENT STUDIES SHALL
BE COMPLETED AND MADE AVAILABLE TO THE PUBLIC EVERY TWO YEARS  THEREAFT-
ER.  A  COPY  OF  EACH  STUDY  CONDUCTED  SHALL BE SUBMITTED TO THE PORT
AUTHORITY'S OFFICE OF INSPECTOR GENERAL.
  S 12. ANNUAL OPERATING BUDGET;  CAPITAL  STRATEGY  PLAN.  1.  FOR  THE
PURPOSES OF THIS SECTION:
  (A)  "GAAP"  MEANS THE GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ESTAB-
LISHED BY AUTHORITATIVE NATIONAL STANDARD-SETTING BODIES.
  (B) "MAJOR CAPITAL PROJECT" MEANS AN UNDERTAKING OR  PROGRAM  FOR  THE
ACQUISITION,  CREATION,  OR  DEVELOPMENT OF ANY CROSSING, TRANSPORTATION

A. 3944--B                         16

FACILITY, TERMINAL FACILITY, OR COMMERCE FACILITY OR ANY  PART  THEREOF,
WITH AN ESTIMATED COST IN EXCESS OF $500,000,000.
  2.  (A)  THE  PORT AUTHORITY SHALL PREPARE A DETAILED ANNUAL OPERATING
BUDGET BEGINNING WITH THE FISCAL YEAR  COMMENCING  AFTER  THE  EFFECTIVE
DATE OF THE CHAPTER OF THE LAWS OF 2014 WHICH ADDED THIS SECTION.
  (B)  THE INITIAL ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY AVAIL-
ABLE, INCLUDING ON THE PORT AUTHORITY'S INTERNET  WEBSITE,  IN  JULY  OF
EVERY FISCAL YEAR, AND A FINAL ANNUAL OPERATING BUDGET, WHICH SHALL TAKE
INTO ACCOUNT PUBLIC COMMENT, SHALL BE MADE AVAILABLE IN FEBRUARY OF EACH
FISCAL YEAR.
  (C) IT SHALL BE THE POLICY OF THE PORT AUTHORITY THAT ITS ANNUAL OPER-
ATING  BUDGET  BE BALANCED IN ACCORDANCE WITH GAAP PRINCIPLES, PROVIDED,
HOWEVER, SPECIAL CIRCUMSTANCES MAY PERMIT THAT DEFICITS BE COVERED  WITH
ACCRUED RESERVES OR OTHER RESOURCES.
  3.  (A) THE PORT AUTHORITY SHALL PREPARE A LONG-RANGE CAPITAL STRATEGY
PLAN AND SHALL REVISE THE LONG-RANGE PLAN  EVERY  FOUR  YEARS  BEGINNING
WITH  THE FISCAL YEAR COMMENCING AFTER THE EFFECTIVE DATE OF THE CHAPTER
OF THE LAWS OF 2014 WHICH ADDED THIS SECTION.
  (B) THE CAPITAL STRATEGY PLAN SHALL SPECIFY THE PROJECTS TO BE  INITI-
ATED AND THE EXPECTED COST OF THOSE PROJECTS. THE COMMITMENT PLANS SHALL
INCLUDE  A FINANCING PLAN THAT IDENTIFIES THE SOURCE OF FUNDING FOR EACH
PROJECT.
  (C) QUARTERLY REPORTS SHALL BE PREPARED BY THE PORT AUTHORITY AND MADE
PUBLICLY AVAILABLE WITH THE STATUS OF EACH PROJECT IN THE CAPITAL STRAT-
EGY PLAN. THESE REPORTS SHALL  COMPARE  ACTUAL  AND  TARGET  PERFORMANCE
MEASURES, INCLUDING BUT NOT LIMITED TO COSTS AND CONSTRUCTION SCHEDULES,
AND A NARRATIVE EXPLANATION OF ANY DISCREPANCY THEREOF.
  4.  THE  PORT AUTHORITY SHALL ALSO PROVIDE THAT MAJOR CAPITAL PROJECTS
ARE MONITORED BY INDEPENDENT ENGINEERING  CONSULTANTS.  THE  INDEPENDENT
CONSULTANTS  SHALL PREPARE QUARTERLY REPORTS TO BE PROVIDED TO THE BOARD
AND TO  THE  PUBLIC.  THE  QUARTERLY  REPORTS  PREPARED  BY  INDEPENDENT
CONSULTANTS SHALL INCLUDE, BUT NOT BE LIMITED TO, A COMPARISON OF ACTUAL
AND TARGET PERFORMANCE MEASURES INCLUDING, BUT NOT LIMITED TO, COSTS AND
CONSTRUCTION  SCHEDULES,  AND A NARRATIVE EXPLANATION OF ANY DISCREPANCY
THEREOF.
                              ARTICLE VII-C
  S 1. NEEDS ASSESSMENT. THE PORT AUTHORITY SHALL REQUIRE THAT  A  NEEDS
ASSESSMENT  BE  CONDUCTED BY AN INDEPENDENT ENTITY PRIOR TO ANY INCREASE
IN FEES, TOLLS, CHARGES OR FARES. THE ASSESSMENT SHALL BE  PRESENTED  BY
THE INDEPENDENT ENTITY TO THE BOARD OF COMMISSIONERS AT A PUBLIC MEETING
TO  BE  HELD AT LEAST 120 DAYS PRIOR TO ANY MEETING OF THE COMMISSIONERS
TO VOTE TO INCREASE ANY FEES, TOLLS, CHARGES OR FARES.
  S 2. FEES, TOLLS, CHARGES AND FARE INCREASES; HEARINGS. (A)  NOT  LESS
THAN 30 DAYS AND NOT MORE THAN 90 DAYS PRIOR TO ANY VOTE OR ACTION TAKEN
BY  THE BOARD OF COMMISSIONERS RELATING TO ANY INCREASE IN THE TOLLS FOR
THE USE OF ANY PORT AUTHORITY BRIDGE OR TUNNEL, OR FARES FOR THE USE  OF
THE  PORT  AUTHORITY  TRANS-HUDSON  CORPORATION  RAIL  SYSTEM,  THE PORT
AUTHORITY SHALL CONDUCT  AT  LEAST  SIX  PUBLIC  HEARINGS  IN  A  MANNER
PRESCRIBED PURSUANT TO THIS SECTION.
  (B)  LOCATIONS FOR THE PUBLIC HEARINGS SHALL BE SELECTED IN SUCH A WAY
AS TO BE GEOGRAPHICALLY ACCESSIBLE TO A MAJORITY OF USERS OF THE FACILI-
TY OR FACILITIES TO BE IMPACTED BY THE TOLL OR FARE INCREASE, AS  DETER-
MINED  BY  PORT AUTHORITY DATA, PROVIDED THAT AT LEAST ONE HEARING SHALL
BE HELD IN EACH STATE.
  (C) AT LEAST 72  HOURS  BEFORE  ANY  HEARING  HELD  PURSUANT  TO  THIS
SECTION,  THE PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC BY POST-

A. 3944--B                         17

ING, AT A MINIMUM, THE FOLLOWING INFORMATION IN ONE OR  MORE  DESIGNATED
AREAS AND ON THE PORT AUTHORITY'S WEBSITE:
  (1)  THE  AMOUNT OF REVENUE EXPECTED TO BE GENERATED FROM THE INCREASE
IN TOLLS OR FARES;
  (2) A DETAILED  EXPLANATION  OF  HOW  THE  REVENUES  RAISED  FROM  THE
INCREASE IN TOLLS OR FARES IS EXPECTED TO BE SPENT; AND
  (3)  A  WRITTEN  EXPLANATION  OF WHY THE INCREASE IN TOLLS OR FARES IS
NECESSARY.
  (D) EACH HEARING SHALL BE ATTENDED BY  AT  LEAST  THREE  COMMISSIONERS
FROM  NEW  YORK AND THREE COMMISSIONERS FROM NEW JERSEY IN OFFICE AT THE
TIME OF THE HEARING.
  (E) THE PORT AUTHORITY SHALL HOLD NO MORE THAN ONE PUBLIC HEARING IN A
SINGLE DAY, AND AT LEAST ONE-HALF OF THE PUBLIC HEARINGS SHALL BE SCHED-
ULED TO BEGIN AFTER 6LABOR P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
  S 3. PUBLIC PARTICIPATION. AT EACH PUBLIC MEETING OF THE BOARD AND  AT
EACH  PUBLIC  MEETING  OF EACH COMMITTEE, THE PUBLIC SHALL BE ALLOTTED A
PERIOD OF TIME, NOT LESS THAN 60 MINUTES, TO SPEAK ON ANY TOPIC  ON  THE
AGENDA.  THE  PUBLIC SPEAKING PERIOD SHALL TAKE PLACE PRIOR TO ANY BOARD
OR COMMITTEE ACTION.
  S 4. AGENDAS AND RELATED DOCUMENTS. (A) THE PORT AUTHORITY SHALL  MAKE
AVAILABLE TO THE PUBLIC MEETING AGENDAS AND PUBLIC DOCUMENTS PROVIDED TO
THE  BOARD  AT  LEAST 72 HOURS BEFORE EACH MEETING OF THE BOARD AND EACH
MEETING OF EACH COMMITTEE. PUBLIC NOTICE OF THE  TIME  AND  PLACE  OF  A
MEETING  SHALL  BE  PROVIDED  TO  APPROPRIATE  MEDIA  OUTLETS,  SHALL BE
CONSPICUOUSLY POSTED IN ONE  OR MORE DESIGNATED AREAS AT LEAST 72  HOURS
BEFORE  SUCH  MEETING,  AND  SHALL  BE CONSPICUOUSLY POSTED VIA THE PORT
AUTHORITY'S OFFICIAL INTERNET WEBSITE AT LEAST FIVE BUSINESS DAYS BEFORE
THE MEETING.
  (B) THE PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC  SUCH  DOCU-
MENTS  IN  THE  FOLLOWING  MANNER:  (1)  THE AGENDA AND PUBLIC DOCUMENTS
PERTAINING TO A BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC
INSPECTION AT AN OFFICE OF THE PORT AUTHORITY; AND (2)  THE  AGENDA  AND
PUBLIC  DOCUMENTS  PERTAINING  TO  A BOARD OR COMMITTEE MEETING SHALL BE
POSTED ON THE PORT AUTHORITY'S OFFICIAL INTERNET WEBSITE.  IN  ADDITION,
THE PORT AUTHORITY SHALL SEND VIA ELECTRONIC MAIL, THE AGENDA AND PUBLIC
DOCUMENTS  PERTAINING  TO A BOARD OR COMMITTEE MEETING TO EACH MEMBER OF
THE NEW YORK STATE AND THE NEW JERSEY STATE LEGISLATURES.
  S 5. THE PORT AUTHORITY SHALL ENSURE THAT EACH OF THE REQUIREMENTS SET
FORTH IN SECTION THREE OF THIS ARTICLE SHALL  BE  COMPLIED  WITH  BEFORE
PLACING  ON THE MEETING AGENDA OF THE BOARD OF COMMISSIONERS ANY ITEM OR
MATTER RELATING TO AN INCREASE IN TOLLS, FEES OR OTHER CHARGES.
  S 6. (A) THE PORT AUTHORITY AT THE REQUEST  OF  EITHER  HOUSE  OF  THE
STATE  LEGISLATURE SHALL BE REQUIRED TO APPEAR BEFORE A STANDING COMMIT-
TEE OF THE REQUESTING STATE LEGISLATURE  TO  PRESENT  TESTIMONY  ON  ANY
TOPIC  OR  SUBJECT  REQUESTED BY THE STANDING COMMITTEE OR TO RESPOND TO
QUESTIONS BY MEMBERS OF SUCH COMMITTEE.
  (B) THE PORT AUTHORITY SHALL, AT A  MINIMUM,  BE  REPRESENTED  BY  THE
CHAIR OR VICE-CHAIR OF THE BOARD, THE EXECUTIVE DIRECTOR OR DEPUTY EXEC-
UTIVE DIRECTOR, THE CHIEF FINANCIAL OFFICER, AND ANY STAFF DEEMED NECES-
SARY  BY THE CHAIR OR VICE-CHAIR OF THE BOARD, THE EXECUTIVE DIRECTOR OR
DEPUTY EXECUTIVE DIRECTOR, OR THE CHIEF  FINANCIAL  OFFICER  TO  PRESENT
TESTIMONY OR RESPOND TO QUESTIONS AT ANY APPEARANCE REQUIRED PURSUANT TO
THIS  SECTION.  THE STANDING COMMITTEE MAY REQUEST THE APPEARANCE OF ANY
OFFICER OR EMPLOYEE OF THE PORT AUTHORITY.
  S 7. BARRIER-FREE ACCESS. THE PORT AUTHORITY SHALL MAKE OR CAUSE TO BE
MADE ALL REASONABLE EFFORTS TO ENSURE THAT MEETINGS ARE HELD IN  FACILI-

A. 3944--B                         18

TIES  THAT  PERMIT BARRIER-FREE PHYSICAL ACCESS TO PEOPLE WITH DISABILI-
TIES.  IF THE BOARD DETERMINES TO  USE  VIDEO  CONFERENCING  OR  SIMILAR
TECHNOLOGY  TO  CONDUCT ITS MEETING, IT SHALL PROVIDE AN OPPORTUNITY FOR
THE  PUBLIC TO ATTEND, LISTEN AND OBSERVE AT ANY SITE AT WHICH A COMMIS-
SIONER PARTICIPATES.
  S 6. Sections 2 and 3 of article XV-A of section 1 of chapter  154  of
the  laws  of  1921,  relating to the Port Authority of New York and New
Jersey, as added by chapter 275 of the laws of 1992, are amended  and  a
new section 4 is added to read as follows:
  S 2. As used in this act:
  a.  "Board"  means the board of commissioners of the Port Authority of
New York and New Jersey.
  b. "COMMITTEE" OR "COMMITTEES" MEANS  ANY  STANDING  COMMITTEE  ESTAB-
LISHED BY THE BOARD, INCLUDING, BUT NOT LIMITED TO, THE AUDIT COMMITTEE,
GOVERNANCE  COMMITTEE  AND  FINANCE COMMITTEE REQUIRED TO BE ESTABLISHED
PURSUANT TO SECTION 2 OF ARTICLE IV OF THIS ACT.
  C. "Meeting" means any gathering, whether corporeal  or  by  means  of
communication  equipment,  which  is attended by, or open to, the board,
held with the intent, on the part  of  the  board  members  present,  to
discuss  or  act  as  a  unit  upon  the specific public business of the
authority. "Meeting" does not mean a gathering (1) attended by less than
an effective majority of the board, or (2) attended by or  open  to  all
the  members  of  three or more similar public bodies at a convention or
similar gathering.
  D. "NEWS MEDIA" MEANS PERSONS REPRESENTING MAJOR WIRE SERVICES,  TELE-
VISION  NEWS  SERVICES,  RADIO  NEWS  SERVICES  AND  NEWSPAPERS, WHETHER
LOCATED IN THE STATES OF NEW YORK OR NEW JERSEY OR ANY OTHER STATE.
  [c.] E. "Public business"  mean  matters  which  relate  in  any  way,
directly  or indirectly, to the performance of the functions of the port
authority of New York and New Jersey or the conduct of its business.
  S 3.  A. NOTWITHSTANDING THE PROVISION OF ANY OTHER LAW TO THE CONTRA-
RY, ALL MEETINGS OF THE BOARD ARE DECLARED TO  BE  PUBLIC  MEETINGS  AND
SHALL  BE OPEN TO THE PUBLIC AND MEMBERS OF THE NEWS MEDIA, INDIVIDUALLY
AND COLLECTIVELY, FOR THE PURPOSE OF OBSERVING THE FULL DETAILS  OF  ALL
PHASES  OF  THE  DELIBERATION, POLICY-MAKING, AND DECISION-MAKING OF THE
BOARD.
 B. The board shall adopt [and promulgate], WITHIN  SIX  MONTHS  OF  THE
EFFECTIVE DATE OF THIS ACT, appropriate rules and regulations concerning
PROPER  NOTICE  TO THE PUBLIC AND THE NEWS MEDIA OF ITS MEETINGS AND the
right of the public AND THE NEWS MEDIA to be present at meetings of  the
authority.  THE  RULES  AND REGULATIONS ADOPTED PURSUANT TO THIS SECTION
SHALL PROVIDE FOR THE SAME NOTICE AND RIGHT OF THE PUBLIC AND NEWS MEDIA
TO BE PRESENT, AS WELL AS ANY OTHER RIGHTS AND DUTIES AS ARE PROVIDED IN
SECTIONS 3 AND 4 OF ARTICLE VII-C OF THIS ACT, AND  SECTION  4  OF  THIS
ARTICLE.  The  board may incorporate in its rules and regulations condi-
tions under which it may exclude the public from a meeting or a  portion
thereof.
  C.  Any  rules or regulations adopted hereunder shall become a part of
the minutes of the port authority of New York and New Jersey  and  shall
be  subject to the approval of the governor of New Jersey and the gover-
nor of New York.
  S 4. A. ALL MEETINGS OF THE PORT AUTHORITY SHALL BE OPEN TO THE PUBLIC
AT ALL TIMES. UPON A MAJORITY VOTE OF ITS TOTAL MEMBERSHIP, TAKEN IN  AN
OPEN  MEETING PURSUANT TO A MOTION IDENTIFYING THE GENERAL AREA OR AREAS
OF THE SUBJECT OR SUBJECTS TO BE CONSIDERED, THE BOARD OF  COMMISSIONERS

A. 3944--B                         19

MAY  EXCLUDE THE PUBLIC ONLY FROM THAT PORTION OF A MEETING AT WHICH THE
BOARD OF COMMISSIONERS DISCUSSES:
  (1)  ANY  MATTER  FOR  WHICH THE RELEASE OF INFORMATION WOULD IMPAIR A
RIGHT TO RECEIVE FUNDS FROM THE GOVERNMENT OF THE UNITED STATES OR OTHER
GRANTOR;
  (2) ANY MATERIAL THE DISCLOSURE OF  WHICH  CONSTITUTE  AN  UNWARRANTED
INVASION OF INDIVIDUAL OR PERSONAL PRIVACY;
  (3)  ANY  COLLECTIVE BARGAINING AGREEMENT, OR THE TERMS AND CONDITIONS
WHICH ARE PROPOSED FOR INCLUSION IN ANY COLLECTIVE BARGAINING AGREEMENT,
INCLUDING THE NEGOTIATION OF  THE  TERMS  AND  CONDITIONS  THEREOF  WITH
EMPLOYEES OR REPRESENTATIVES OF EMPLOYEES OF THE PORT AUTHORITY;
  (4)  ANY  MATTER INVOLVING THE PURCHASE, LEASE, OR ACQUISITION OF REAL
PROPERTY WITH PORT AUTHORITY FUNDS, THE PROPOSED ACQUISITION OF  SECURI-
TIES,  THE  SALE OR EXCHANGE OF SECURITIES HELD BY THE PORT AUTHORITY OR
INVESTMENT OF PORT AUTHORITY FUNDS, IF IT  COULD  ADVERSELY  AFFECT  THE
PUBLIC INTEREST IF DISCUSSION OF THE MATTER WAS DISCLOSED;
  (5) ANY MATTER WHICH WOULD IMPERIL THE PUBLIC SAFETY IF DISCLOSED;
  (6)  ANY  PENDING OR ANTICIPATED LITIGATION OR CONTRACT NEGOTIATION IN
WHICH THE PORT AUTHORITY IS, OR MAY BECOME, A PARTY, OR MATTERS  FALLING
WITHIN THE ATTORNEY-CLIENT PRIVILEGE, TO THE EXTENT THAT CONFIDENTIALITY
IS REQUIRED IN ORDER FOR THE ATTORNEY TO EXERCISE THE ATTORNEY'S ETHICAL
DUTIES AS A LAWYER;
  (7)  ANY  MATTER INVOLVING THE EMPLOYMENT, APPOINTMENT, TERMINATION OF
EMPLOYMENT, TERMS  AND  CONDITIONS  OF  EMPLOYMENT,  EVALUATION  OF  THE
PERFORMANCE  OF,  PROMOTION, OR DISCIPLINING OF ANY SPECIFIC PROSPECTIVE
OFFICER OR EMPLOYEE OR CURRENT OFFICER OR EMPLOYEE EMPLOYED OR APPOINTED
BY THE PORT AUTHORITY, UNLESS ALL THE INDIVIDUAL EMPLOYEES OR APPOINTEES
WHOSE RIGHTS COULD BE ADVERSELY AFFECTED REQUEST  IN  WRITING  THAT  THE
MATTER OR MATTERS BE DISCUSSED AT A PUBLIC MEETING; OR
  (8)  ANY  DELIBERATION  OF THE PORT AUTHORITY OCCURRING AFTER A PUBLIC
HEARING THAT MAY RESULT IN THE IMPOSITION OF A  SPECIFIC  CIVIL  PENALTY
UPON  THE  RESPONDING  PARTY  OR  THE SUSPENSION OR LOSS OF A LICENSE OR
PERMIT BELONGING TO THE RESPONDING PARTY AS A RESULT OF AN ACT OR  OMIS-
SION FOR WHICH THE RESPONDING PARTY BEARS RESPONSIBILITY.
  B.  THE PORT AUTHORITY SHALL KEEP REASONABLY COMPREHENSIBLE MINUTES OF
ALL ITS MEETINGS SHOWING THE TIME AND PLACE, THE  MEMBERS  PRESENT,  THE
SUBJECTS  CONSIDERED,  THE  ACTIONS TAKEN, THE VOTE OF EACH MEMBER WHICH
SHALL BE PROMPTLY AVAILABLE TO THE PUBLIC PURSUANT TO SUBDIVISION  C  OF
THIS SECTION TO THE EXTENT THAT MAKING THESE MATTERS PUBLIC SHALL NOT BE
INCONSISTENT WITH SUBDIVISION A OF THIS SECTION.
  C. MINUTES OF EACH MEETING SHALL BE AVAILABLE TO THE PUBLIC WITHIN TWO
WEEKS FROM THE DATE OF SUCH MEETING.
  D. THE MINUTES SHALL INDICATE FOR EACH ITEM ON THE AGENDA, THE VOTE OR
EACH  BOARD  MEMBER  IN  ATTENDANCE  AT  AN OPEN MEETING OR AN EXECUTIVE
SESSION OF THE BOARD OR A COMMITTEE OF THE BOARD. EACH ITEM ON THE AGEN-
DA SHALL BE VOTED ON SEPARATELY.
  S 7. Paragraph (c) of subdivision 1 of  section  73-a  of  the  public
officers  law  is  amended  by adding a new subparagraph (iv) to read as
follows:
  (IV) NOTWITHSTANDING THE PROVISIONS  OF  SUBPARAGRAPH  (III)  OF  THIS
PARAGRAPH  TO  THE  CONTRARY, THE COMMISSIONERS OF THE PORT AUTHORITY OF
NEW YORK AND NEW JERSEY APPOINTED BY THE GOVERNOR OF THE  STATE  OF  NEW
YORK; ALL OFFICERS OF SUCH PORT AUTHORITY; AND ANY EMPLOYEE OF SUCH PORT
AUTHORITY WHO HOLDS A POLICY-MAKING POSITION, AS DETERMINED BY SUCH PORT
AUTHORITY,  OR  WHOSE ANNUAL SALARY EQUALS OR EXCEEDS THE SALARY RATE OF
SG-24 AS SET FORTH IN PARAGRAPH A OF  SUBDIVISION  ONE  OF  SECTION  ONE

A. 3944--B                         20

HUNDRED THIRTY OF THE CIVIL SERVICE LAW AS OF APRIL FIRST OF THE YEAR IN
WHICH AN ANNUAL FINANCIAL DISCLOSURE STATEMENT SHALL BE FILED.
  S 8. Severability clause. If any clause, sentence, paragraph, subdivi-
sion,  section  or  part  of  this act shall be adjudged by any court of
competent jurisdiction to be invalid, such judgment  shall  not  affect,
impair,  or  invalidate  the remainder thereof, but shall be confined in
its operation to the clause, sentence, paragraph,  subdivision,  section
or part thereof directly involved in the controversy in which such judg-
ment shall have been rendered. It is hereby declared to be the intent of
the  legislature  that  this  act  would  have been enacted even if such
invalid provisions had not been included herein.
  S 9. This act shall take effect upon the enactment  into  law  by  the
state  of New Jersey of legislation having an identical effect with this
act, but if the state of New Jersey  shall  have  already  enacted  such
legislation  this act shall take effect immediately. The chairman of the
port authority shall notify the  legislative  bill  drafting  commission
upon  the  enactment into law of such legislation by both such states in
order that the commission may maintain an accurate and timely  effective
data  base  of the official text of the laws of the state of New York in
furtherance of effecting the provision of section 44 of the  legislative
law and section 70-b of the public officers law.

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 3944--C

                       2013-2014 Regular Sessions

                          I N  A S S E M B L Y

                            January 30, 2013
                               ___________

Introduced  by M. of A. BRENNAN, CUSICK, TITONE, COOK, KELLNER, MILLMAN,
  ROSENTHAL, MALLIOTAKIS, ROBINSON, KAVANAGH, ABINANTI, WEPRIN, BRONSON,
  ROZIC, OTIS, AUBRY, BUCHWALD, TITUS, MILLER, JACOBS,  CAMARA,  GUNTHER
  --  Multi-Sponsored by -- M. of A. ABBATE, ARROYO, BENEDETTO, BORELLI,
  COLTON, CRESPO, GALEF, GLICK,  GOLDFEDER,  GOTTFRIED,  JAFFEE,  MAGEE,
  MAGNARELLI,   MAYER,  MOSLEY,  MOYA,  ORTIZ,  PAULIN,  PERRY,  RIVERA,
  ROBERTS, RYAN, SCARBOROUGH,  SCHIMEL,  SIMOTAS,  SWEENEY,  WEISENBERG,
  WRIGHT, ZEBROWSKI -- read once and referred to the Committee on Corpo-
  rations,  Authorities and Commissions -- ordered to a third reading --
  committed to the Committee on Corporations,  Authorities  and  Commis-
  sions  --  committee  discharged,  bill  amended, ordered reprinted as
  amended and recommitted to said committee -- reported and referred  to
  the  Committee  on  Codes -- reported and referred to the Committee on
  Ways  and  Means  --  committee  discharged,  bill  amended,   ordered
  reprinted  as  amended  and  recommitted  to  said  committee -- again
  reported from said committee with  amendments,  ordered  reprinted  as
  amended and recommitted to said committee

AN  ACT  to  amend chapter 154 of the laws of 1921, relating to the Port
  Authority of New York and New Jersey and to amend the public  officers
  law,  in  relation to enacting the "port authority of New York and New
  Jersey transparency and accountability act of 2014" and in relation to
  the functioning of the port authority  as  an  open,  transparent  and
  accountable interstate public authority

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Short title. This act shall be known and may  be  cited  as
the "port authority of New York and New Jersey transparency and account-
ability act of 2014".
  S  2.  Article  IV  of  section  1 of chapter 154 of the laws of 1921,
relating to the Port Authority of New York and New Jersey, as amended by
chapter 419 of the laws of 1930, is amended to read as follows:

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD05559-13-4
              

A. 3944--C                          2

                               ARTICLE IV
  S 1. COMMISSIONERS. The port authority shall consist of twelve commis-
sioners,  six  resident voters from the state of New York, at least four
of whom shall be resident voters of the city of New York, and six  resi-
dent voters from the state of New Jersey, at least four of whom shall be
resident  voters  within the New Jersey portion of the district, the New
York members to be chosen by the state of New York and  the  New  Jersey
members by the state of New Jersey in the manner and for the terms fixed
and  determined  from  time  to  time  by  the legislature of each state
respectively, except  as  herein  provided.  Each  commissioner  may  be
removed  or  suspended  from  office as provided by the law of the state
from which he shall be appointed.
  S 2. ROLE AND RESPONSIBILITIES OF  COMMISSIONERS.  A.    COMMISSIONERS
SHALL  (1)  EXECUTE  DIRECT OVERSIGHT OF THE AUTHORITY'S CHIEF EXECUTIVE
AND OTHER MANAGEMENT IN THE EFFECTIVE  AND  ETHICAL  MANAGEMENT  OF  THE
AUTHORITY;  (2)  UNDERSTAND,  REVIEW  AND  MONITOR THE IMPLEMENTATION OF
FUNDAMENTAL FINANCIAL AND MANAGEMENT CONTROLS AND OPERATIONAL  DECISIONS
OF  THE AUTHORITY; (3) ESTABLISH POLICIES REGARDING THE PAYMENT OF SALA-
RY, COMPENSATION AND REIMBURSEMENTS TO, AND ESTABLISH RULES FOR THE TIME
AND ATTENDANCE OF, THE CHIEF EXECUTIVE AND MANAGEMENT; (4) ADOPT A  CODE
OF  ETHICS  APPLICABLE TO EACH OFFICER, DIRECTOR AND EMPLOYEE THAT, AT A
MINIMUM, INCLUDES THE APPLICABLE STANDARDS ESTABLISHED IN THE ETHICS LAW
OF BOTH STATES; (5) ESTABLISH WRITTEN POLICIES AND PROCEDURES ON PERSON-
NEL  INCLUDING  POLICIES  PROTECTING  EMPLOYEES  FROM  RETALIATION   FOR
DISCLOSING   INFORMATION  CONCERNING  ACTS  OF  WRONGDOING,  MISCONDUCT,
MALFEASANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY  AN  EMPLOYEE  OR  BOARD
MEMBER  OF  THE  AUTHORITY, INVESTMENTS, TRAVEL, THE ACQUISITION OF REAL
PROPERTY AND THE DISPOSITION OF  REAL  AND  PERSONAL  PROPERTY  AND  THE
PROCUREMENT  OF GOODS AND SERVICES; AND (6) ADOPT A DEFENSE AND INDEMNI-
FICATION POLICY AND DISCLOSE SUCH PLAN TO ANY AND ALL PROSPECTIVE  BOARD
MEMBERS.
  B.  (1)  THE COMMISSIONERS SHALL PERFORM EACH OF THEIR DUTIES AS BOARD
MEMBERS, INCLUDING, BUT NOT LIMITED TO, THOSE IMPOSED BY  THIS  SECTION,
IN GOOD FAITH AND WITH THAT DEGREE OF DILIGENCE, CARE AND SKILL WHICH AN
ORDINARILY  PRUDENT  PERSON  IN  LIKE  POSITION  WOULD USE UNDER SIMILAR
CIRCUMSTANCES, AND MAY TAKE INTO CONSIDERATION THE VIEWS AND POLICIES OF
ANY ELECTED OFFICIAL OR BODY, OR OTHER PERSON AND ULTIMATELY APPLY INDE-
PENDENT JUDGMENT IN THE BEST INTEREST OF THE PORT AUTHORITY, ITS MISSION
AND THE PUBLIC.
  (2) AT THE TIME THAT A COMMISSIONER TAKES AND SUBSCRIBES  HIS  OR  HER
OATH  OF  OFFICE,  OR WITHIN SIXTY DAYS AFTER THE EFFECTIVE DATE OF THIS
PARAGRAPH IF THE COMMISSIONER HAS ALREADY TAKEN AND  SUBSCRIBED  HIS  OR
HER OATH OF OFFICE, THE COMMISSIONER SHALL EXECUTE AN ACKNOWLEDGMENT, IN
A FORM DEVELOPED BY THE PORT AUTHORITY, IN WHICH THE COMMISSIONER SHALL,
AT A MINIMUM:
  (I)  ACKNOWLEDGE  THAT HE OR SHE UNDERSTANDS THAT A COMMISSIONER HAS A
FIDUCIARY OBLIGATION TO PERFORM DUTIES AND RESPONSIBILITIES TO THE  BEST
OF  HIS  OR  HER  ABILITIES, IN GOOD FAITH AND WITH PROPER DILIGENCE AND
CARE, CONSISTENT WITH THE ENABLING COMPACT, MISSION, AND BY-LAWS OF  THE
PORT  AUTHORITY  AND  THE  APPLICABLE  LAWS OF BOTH STATES; AND THAT THE
FIDUCIARY DUTY TO THE PORT AUTHORITY IS DERIVED FROM AND GOVERNED BY ITS
MISSION;
  (II) ACKNOWLEDGE THAT HE OR SHE UNDERSTANDS HIS OR HER DUTY OF LOYALTY
AND CARE TO THE AUTHORITY AND COMMITMENT TO THE PORT AUTHORITY'S MISSION
AND THE PUBLIC INTEREST; AND HIS OR HER OBLIGATION TO ACT  IN  THE  BEST

A. 3944--C                          3

INTERESTS  OF  THE PORT AUTHORITY AND THE PEOPLE WHOM THE PORT AUTHORITY
SERVES;
  (III) AGREE THAT A COMMISSIONER HAS AN OBLIGATION TO BECOME KNOWLEDGE-
ABLE ABOUT THE MISSION, PURPOSE, FUNCTIONS, RESPONSIBILITIES, AND STATU-
TORY  DUTIES  OF THE PORT AUTHORITY AND, WHEN NECESSARY, TO MAKE REASON-
ABLE INQUIRY OF MANAGEMENT AND OTHERS WITH KNOWLEDGE AND EXPERTISE SO AS
TO INFORM HIS OR HER DECISIONS;
  (IV) AGREE TO EXERCISE INDEPENDENT JUDGMENT ON ALL MATTERS BEFORE  THE
BOARD;
  (V)  AGREE  NOT  TO  DIVULGE CONFIDENTIAL DISCUSSIONS AND CONFIDENTIAL
MATTERS THAT COME BEFORE THE BOARD FOR CONSIDERATION OR ACTION;
  (VI) AGREE TO DISCLOSE TO THE BOARD ANY CONFLICTS, OR  THE  APPEARANCE
OF A CONFLICT, OF A PERSONAL, FINANCIAL, ETHICAL, OR PROFESSIONAL NATURE
THAT COULD INHIBIT THE COMMISSIONER FROM PERFORMING HIS OR HER DUTIES IN
GOOD FAITH AND WITH DUE DILIGENCE AND CARE; AND
  (VII)  CERTIFY THAT HE OR SHE DOES NOT HAVE ANY INTEREST, FINANCIAL OR
OTHERWISE, DIRECT OR INDIRECT, OR ENGAGE IN ANY BUSINESS OR  TRANSACTION
OR PROFESSIONAL ACTIVITY OR INCUR ANY OBLIGATION OF ANY NATURE, WHICH IS
IN  SUBSTANTIAL CONFLICT WITH THE PROPER DISCHARGE OF THE COMMISSIONER'S
DUTIES IN THE PUBLIC INTEREST.
  C. INDIVIDUALS APPOINTED TO THE BOARD OF COMMISSIONERS  SHALL  PARTIC-
IPATE IN TRAINING APPROVED BY THE INSPECTOR GENERAL OF THE PORT AUTHORI-
TY  REGARDING THEIR LEGAL, FIDUCIARY, FINANCIAL AND ETHICAL RESPONSIBIL-
ITIES AS DIRECTORS OF AN AUTHORITY WITHIN SIX MONTHS OF  APPOINTMENT  TO
THE AUTHORITY. BOARD MEMBERS SHALL PARTICIPATE IN CONTINUING TRAINING AS
MAY  BE  REQUIRED  TO  REMAIN INFORMED OF BEST PRACTICES, REGULATORY AND
STATUTORY CHANGES RELATING TO THE EFFECTIVE OVERSIGHT OF THE  MANAGEMENT
AND  FINANCIAL  ACTIVITIES  OF  PUBLIC  AUTHORITIES AND TO ADHERE TO THE
HIGHEST STANDARDS OF RESPONSIBLE GOVERNANCE.
  D. NO BOARD MEMBER, INCLUDING THE CHAIRPERSON, SHALL SERVE AS THE PORT
AUTHORITY'S CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR, CHIEF FINANCIAL
OFFICER, COMPTROLLER, OR HOLD ANY OTHER EQUIVALENT POSITION WHILE  SERV-
ING AS A MEMBER OF THE BOARD.
  E. THE BOARD OF COMMISSIONERS SHALL ESTABLISH AN AUDIT COMMITTEE TO BE
COMPRISED  OF NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO SHALL CONSTI-
TUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL  POSSESS  THE  NECESSARY
SKILLS  TO  UNDERSTAND  THE DUTIES AND FUNCTIONS OF THE AUDIT COMMITTEE;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT A BOARD HAS  LESS  THAN  THREE
INDEPENDENT  MEMBERS,  THE  BOARD MAY APPOINT NON-INDEPENDENT MEMBERS TO
THE AUDIT COMMITTEE, PROVIDED THAT THE INDEPENDENT MEMBERS MUST  CONSTI-
TUTE  A  MAJORITY  OF THE MEMBERS OF THE AUDIT COMMITTEE. MEMBERS OF THE
AUDIT COMMITTEE SHALL BE FAMILIAR WITH CORPORATE FINANCIAL AND  ACCOUNT-
ING  PRACTICES. THE COMMITTEE SHALL RECOMMEND TO THE BOARD THE HIRING OF
A CERTIFIED INDEPENDENT ACCOUNTING FIRM TO  AUDIT  THE  PORT  AUTHORITY,
ESTABLISH THE COMPENSATION TO BE PAID TO THE ACCOUNTING FIRM AND PROVIDE
DIRECT  OVERSIGHT  OF THE PERFORMANCE OF THE INDEPENDENT AUDIT PERFORMED
BY THE ACCOUNTING FIRM HIRED FOR SUCH PURPOSES.
  F. (1) THE BOARD OF COMMISSIONERS SHALL ESTABLISH A GOVERNANCE COMMIT-
TEE TO BE COMPRISED OF NOT LESS  THAN  THREE  INDEPENDENT  MEMBERS,  WHO
SHALL  CONSTITUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE
NECESSARY SKILLS TO UNDERSTAND THE DUTIES AND FUNCTIONS  OF  THE  GOVER-
NANCE  COMMITTEE;  PROVIDED, HOWEVER, THAT IN THE EVENT THAT A BOARD HAS
LESS THAN THREE INDEPENDENT MEMBERS, THE BOARD MAY APPOINT  NON-INDEPEN-
DENT  MEMBERS TO THE GOVERNANCE COMMITTEE, PROVIDED THAT THE INDEPENDENT
MEMBERS MUST CONSTITUTE A MAJORITY OF  THE  MEMBERS  OF  THE  GOVERNANCE
COMMITTEE.  IT  SHALL BE THE RESPONSIBILITY OF THE MEMBERS OF THE GOVER-

A. 3944--C                          4

NANCE COMMITTEE TO KEEP THE BOARD INFORMED OF  CURRENT  BEST  GOVERNANCE
PRACTICES;  TO  REVIEW CORPORATE GOVERNANCE TRENDS; TO RECOMMEND UPDATES
TO THE AUTHORITY'S CORPORATE GOVERNANCE PRINCIPLES; TO ADVISE  THE  PORT
AUTHORITY  ON  THE  SKILLS  AND  EXPERIENCES REQUIRED OF POTENTIAL BOARD
MEMBERS; TO EXAMINE ETHICAL AND CONFLICT OF INTEREST ISSUES; TO  PERFORM
BOARD SELF-EVALUATIONS; AND TO RECOMMEND BY-LAWS WHICH INCLUDE RULES AND
PROCEDURES FOR CONDUCT OF BOARD BUSINESS.
  (2)  THE  GOVERNANCE  COMMITTEE  SHALL EXAMINE, AT LEAST ANNUALLY, THE
WORKING AND PROFESSIONAL RELATIONSHIP BETWEEN EMPLOYEES APPOINTED BY THE
GOVERNOR OF NEW YORK AND THOSE APPOINTED BY THE GOVERNOR OF  NEW  JERSEY
TO  ENSURE MAXIMUM COMMUNICATION, COORDINATION AND COOPERATION AMONG AND
BETWEEN SUCH EMPLOYEES. THE COMMITTEE  SHALL  REPORT  ITS  FINDINGS  AND
RECOMMENDATIONS  TO  THE  FULL  BOARD AT THE FIRST BOARD MEETING OF EACH
CALENDAR YEAR.
  G. THE BOARD OF COMMISSIONERS SHALL ESTABLISH A FINANCE  COMMITTEE  TO
BE  COMPRISED  OF  NOT  LESS  THAN  THREE INDEPENDENT MEMBERS, WHO SHALL
CONSTITUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECES-
SARY SKILLS TO UNDERSTAND THE DUTIES AND  FUNCTIONS  OF  THE  COMMITTEE;
PROVIDED,  HOWEVER,  THAT  IN THE EVENT THAT A BOARD HAS LESS THAN THREE
INDEPENDENT MEMBERS, THE BOARD MAY APPOINT  NON-INDEPENDENT  MEMBERS  TO
THE  FINANCE  COMMITTEE,  PROVIDED  THAT  THE  INDEPENDENT  MEMBERS MUST
CONSTITUTE A MAJORITY OF THE MEMBERS OF THE FINANCE COMMITTEE. IT  SHALL
BE  THE RESPONSIBILITY OF THE MEMBERS OF THE FINANCE COMMITTEE TO REVIEW
PROPOSALS FOR THE ISSUANCE OF DEBT BY THE AUTHORITY AND ITS SUBSIDIARIES
AND MAKE RECOMMENDATIONS.
  H. FOR THE PURPOSES OF THIS SECTION, AN INDEPENDENT MEMBER IS ONE WHO:
  (1) IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN,  EMPLOYED  BY  THE
PORT AUTHORITY OR AN AFFILIATE IN AN EXECUTIVE CAPACITY;
  (2)  IS  NOT,  AND  IN THE PAST TWO YEARS HAS NOT BEEN, EMPLOYED BY AN
ENTITY THAT RECEIVED REMUNERATION VALUED AT MORE THAN  FIFTEEN  THOUSAND
DOLLARS  FOR  GOODS  AND  SERVICES  PROVIDED  TO  THE  PORT AUTHORITY OR
RECEIVED ANY OTHER FORM OF FINANCIAL  ASSISTANCE  VALUED  AT  MORE  THAN
FIFTEEN THOUSAND DOLLARS FROM THE PORT AUTHORITY;
  (3) IS NOT A RELATIVE OF AN EXECUTIVE OFFICER OR EMPLOYEE IN AN EXECU-
TIVE POSITION OF THE PORT AUTHORITY OR AN AFFILIATE; AND
  (4)  IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN, A LOBBYIST REGIS-
TERED UNDER A STATE OR LOCAL LAW AND PAID BY A CLIENT TO  INFLUENCE  THE
MANAGEMENT  DECISIONS, CONTRACT AWARDS, RATE DETERMINATIONS OR ANY OTHER
SIMILAR ACTIONS OF THE PORT AUTHORITY OR AN AFFILIATE.
  I. NOTWITHSTANDING ANY PROVISION OF ANY GENERAL, SPECIAL OR LOCAL LAW,
MUNICIPAL CHARTER OR ORDINANCE TO THE CONTRARY,  THE  BOARD  SHALL  NOT,
DIRECTLY  OR  INDIRECTLY,  INCLUDING  THROUGH  ANY SUBSIDIARY, EXTEND OR
MAINTAIN CREDIT, ARRANGE FOR THE EXTENSION OF CREDIT, OR RENEW AN EXTEN-
SION OF CREDIT, IN THE FORM OF A PERSONAL LOAN TO OR  FOR  ANY  OFFICER,
BOARD MEMBER OR EMPLOYEE, OR EQUIVALENT THEREOF, OF THE PORT AUTHORITY.
  J. (1) A BOARD MEMBER SHALL NOT VOTE ON OR PARTICIPATE IN ANY BOARD OR
COMMITTEE  DISCUSSIONS  WITH  RESPECT  TO  ANY  AGENDA ITEM IF THE BOARD
MEMBER, A MEMBER OF THE BOARD MEMBER'S IMMEDIATE FAMILY, OR  A  BUSINESS
ORGANIZATION  IN WHICH THE BOARD MEMBER HAS AN INTEREST, HAS A DIRECT OR
INDIRECT FINANCIAL INVOLVEMENT THAT MAY REASONABLY BE EXPECTED TO IMPAIR
THE BOARD MEMBER'S OBJECTIVITY OR INDEPENDENCE OF JUDGMENT OR TO  CREATE
THE  APPEARANCE  OF IMPROPRIETY. SUCH BOARD MEMBER SHALL BE RECUSED FROM
ANY DISCUSSIONS OR VOTING ON THE  AGENDA  ITEM.  A  BOARD  MEMBER  SHALL
CLEARLY  INDICATE  THE  BOARD  MEMBER'S RECUSAL FROM VOTING ON AN AGENDA
ITEM AND THE MINUTES SHALL CLEARLY REFLECT THAT RECUSAL.
  (2) FOR THE PURPOSES OF THIS SUBDIVISION, THE TERMS:

A. 3944--C                          5

  (A) "IMMEDIATE FAMILY" SHALL MEAN: A SPOUSE, DOMESTIC PARTNER, PARTNER
IN A CIVIL UNION, SON, DAUGHTER, GRANDSON, GRANDDAUGHTER, FATHER,  MOTH-
ER,   GRANDFATHER,  GRANDMOTHER,  GREAT-GRANDFATHER,  GREAT-GRANDMOTHER,
BROTHER, SISTER, NEPHEW, NIECE, UNCLE OR AUNT.  RELATIVES  BY  ADOPTION,
HALF-BLOOD,  MARRIAGE OR REMARRIAGE SHALL BE TREATED AS RELATIVES OF THE
WHOLE KINSHIP; AND
  (B) "INTEREST" SHALL MEAN: (I) IF THE BUSINESS ORGANIZATION IS A PART-
NERSHIP, THE BOARD MEMBER OR THE BOARD MEMBER'S IMMEDIATE  FAMILY  IS  A
PARTNER OR OWNER OF 10 PERCENT OR MORE OF THE ASSETS OF THE PARTNERSHIP,
OR  (II) IF THE BUSINESS ORGANIZATION IS A CORPORATION, THE BOARD MEMBER
OR THE BOARD MEMBER'S IMMEDIATE FAMILY OWNS OR CONTROLS  10  PERCENT  OR
MORE OF THE STOCK OF THE CORPORATION, OR SERVES AS A DIRECTOR OR OFFICER
OF THE CORPORATION.
  S  3.  Article  VII  of  section 1 of chapter 154 of the laws of 1921,
relating to the Port Authority of New York and New Jersey, is amended to
read as follows:
                              ARTICLE VII.
  The port authority shall have such additional powers and duties as may
hereafter be delegated to or imposed upon it from time to  time  by  the
action  of  the legislature of either state concurred in by the legisla-
ture of the other. Unless and until otherwise provided, it shall make an
annual report to the legislature of  both  states  PURSUANT  TO  SECTION
THREE  OF  ARTICLE  VII-B OF THIS ACT, setting forth in detail the oper-
ations and transactions conducted by it pursuant to this  agreement  and
any  legislation  thereunder.  The  port  authority shall not pledge the
credit of either state except by and with the authority of the  legisla-
ture thereof.
  S  4.  Chapter 154 of the laws of 1921, relating to the Port Authority
of New York and New Jersey, is amended by adding two new articles  VII-B
and VII-C to read as follows:
                              ARTICLE VII-B
  S  1.  ADDITIONAL POWERS, DUTIES AND RESPONSIBILITIES.  IN ADDITION TO
THE POWERS AND DUTIES SET FORTH IN ARTICLE VII OF  THIS  ACT,  THE  PORT
AUTHORITY  SHALL  HAVE THE FOLLOWING POWERS, DUTIES AND RESPONSIBILITIES
SET FORTH IN THIS ARTICLE.
  S 2. DISPOSITION OF PROPERTY. A.   DEFINITIONS. FOR  THE  PURPOSES  OF
THIS ARTICLE, UNLESS A DIFFERENT MEANING IS REQUIRED BY THE CONTEXT:
  (1)  "CONTRACTING  OFFICER"  SHALL MEAN THE OFFICER OR EMPLOYEE OF THE
PORT AUTHORITY WHO SHALL BE APPOINTED BY RESOLUTION OF THE BOARD OF  THE
PORT AUTHORITY TO BE RESPONSIBLE FOR THE DISPOSITION OF PROPERTY.
  (2)  "DISPOSE" OR "DISPOSAL" SHALL MEAN TRANSFER OF TITLE OR ANY OTHER
BENEFICIAL INTEREST IN PERSONAL OR  REAL  PROPERTY  IN  ACCORDANCE  WITH
SUBDIVISION C OF THIS SECTION.
  (3) "PROPERTY" SHALL MEAN PERSONAL PROPERTY IN EXCESS OF FIVE THOUSAND
DOLLARS  IN  VALUE, REAL PROPERTY, AND ANY INCHOATE OR OTHER INTEREST IN
SUCH PROPERTY, TO THE EXTENT THAT  SUCH  INTEREST  MAY  BE  CONVEYED  TO
ANOTHER PERSON FOR ANY PURPOSE, EXCLUDING AN INTEREST SECURING A LOAN OR
OTHER FINANCIAL OBLIGATION OF ANOTHER PARTY.
  B.  DUTIES OF THE PORT AUTHORITY WITH RESPECT TO THE DISPOSAL OF PROP-
ERTY. (1) THE PORT AUTHORITY SHALL  ADOPT  BY  RESOLUTION  COMPREHENSIVE
GUIDELINES  WHICH  SHALL (A) DETAIL THE AUTHORITY'S OPERATIVE POLICY AND
INSTRUCTIONS REGARDING THE USE, AWARDING, MONITORING  AND  REPORTING  OF
CONTRACTS  FOR THE DISPOSAL OF PROPERTY, AND (B) DESIGNATE A CONTRACTING
OFFICER WHO SHALL BE RESPONSIBLE FOR THE  AUTHORITY'S  COMPLIANCE  WITH,
AND ENFORCEMENT OF, SUCH GUIDELINES. SUCH GUIDELINES SHALL BE CONSISTENT
WITH, AND SHALL REQUIRE THE AUTHORITY'S CONTRACTING ACTIVITIES TO COMPLY

A. 3944--C                          6

WITH  THIS  SECTION,  THE AUTHORITY'S ENABLING LEGISLATION AND ANY OTHER
APPLICABLE LAW FOR THE DISPOSAL OF PROPERTY, EXCEPT THAT SUCH GUIDELINES
MAY BE STRICTER THAN THE PROVISIONS OF  THIS  SECTION,  THE  AUTHORITY'S
ENABLING  LEGISLATION  AND  ANY OTHER APPLICABLE LAW FOR THE DISPOSAL OF
PROPERTY IF THE AUTHORITY  DETERMINES  THAT  ADDITIONAL  SAFEGUARDS  ARE
NECESSARY  TO ASSURE THE INTEGRITY OF ITS DISPOSITION ACTIVITIES. GUIDE-
LINES APPROVED BY THE AUTHORITY SHALL BE ANNUALLY REVIEWED AND  APPROVED
BY  THE  BOARD OF COMMISSIONERS OF THE AUTHORITY. ON OR BEFORE THE THIR-
TY-FIRST DAY OF MARCH IN EACH YEAR, THE AUTHORITY SHALL  FILE  WITH  THE
STATE  COMPTROLLER  OF EACH STATE A COPY OF THE GUIDELINES MOST RECENTLY
REVIEWED AND APPROVED BY  THE  AUTHORITY,  INCLUDING  THE  NAME  OF  THE
AUTHORITY'S  DESIGNATED CONTRACTING OFFICER.  AT THE TIME OF FILING SUCH
GUIDELINES WITH THE STATE COMPTROLLER, THE  AUTHORITY  SHALL  ALSO  POST
SUCH  GUIDELINES  ON THE AUTHORITY'S INTERNET WEBSITE. GUIDELINES POSTED
ON THE AUTHORITY'S INTERNET WEBSITE SHALL BE MAINTAINED ON SUCH  WEBSITE
AT  LEAST  UNTIL  THE  PROCUREMENT GUIDELINES FOR THE FOLLOWING YEAR ARE
POSTED ON SUCH WEBSITE.
  (2) THE PORT AUTHORITY SHALL:
  (A) MAINTAIN ADEQUATE INVENTORY CONTROLS  AND  ACCOUNTABILITY  SYSTEMS
FOR ALL PROPERTY UNDER ITS CONTROL;
  (B)  PERIODICALLY  INVENTORY SUCH PROPERTY TO DETERMINE WHICH PROPERTY
SHALL BE DISPOSED OF;
  (C) PRODUCE A WRITTEN REPORT OF SUCH PROPERTY IN ACCORDANCE WITH PARA-
GRAPH THREE OF THIS SUBDIVISION;
  (D) TRANSFER OR DISPOSE OF SUCH PROPERTY AS PROMPTLY  AS  POSSIBLE  IN
ACCORDANCE WITH SUBDIVISION C OF THIS SECTION.
  (3)(A)  THE  PORT  AUTHORITY  SHALL  PUBLISH, NOT LESS FREQUENTLY THAN
ANNUALLY, A REPORT LISTING ALL REAL  PROPERTY  OF  THE  AUTHORITY.  SUCH
REPORT  SHALL  INCLUDE  A  LIST  AND  FULL  DESCRIPTION  OF ALL REAL AND
PERSONAL PROPERTY DISPOSED OF  DURING  SUCH  PERIOD.  THE  REPORT  SHALL
CONTAIN THE PRICE RECEIVED BY THE AUTHORITY AND THE NAME OF THE PURCHAS-
ER FOR ALL SUCH PROPERTY SOLD BY THE AUTHORITY DURING SUCH PERIOD.
  (B)  THE  PORT  AUTHORITY  SHALL  DELIVER COPIES OF SUCH REPORT TO THE
GOVERNOR, STATE COMPTROLLER, AND THE LEGISLATURE OF EACH STATE.
  C. DISPOSAL OF PORT AUTHORITY PROPERTY. (1) SUPERVISION AND DIRECTION.
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION,  THE  CONTRACTING  OFFICER
DESIGNATED  BY  THE  PORT AUTHORITY SHALL HAVE SUPERVISION AND DIRECTION
OVER THE DISPOSITION OF PROPERTY OF THE AUTHORITY.
  (2) CUSTODY AND CONTROL. THE CUSTODY AND CONTROL OF  THE  PROPERTY  OF
THE  PORT  AUTHORITY,  PENDING ITS DISPOSITION, AND THE DISPOSAL OF SUCH
PROPERTY, SHALL BE PERFORMED BY THE AUTHORITY.
  (3) METHOD OF DISPOSITION. SUBJECT TO SUBDIVISION B OF  THIS  SECTION,
THE  PORT  AUTHORITY  MAY DISPOSE OF PROPERTY FOR NOT LESS THAN THE FAIR
MARKET VALUE OF SUCH PROPERTY BY SALE, EXCHANGE, OR TRANSFER, FOR  CASH,
CREDIT, OR OTHER PROPERTY, WITH OR WITHOUT WARRANTY, AND UPON SUCH OTHER
TERMS AND CONDITIONS AS THE CONTRACTING OFFICER DEEMS PROPER, AND IT MAY
EXECUTE  SUCH  DOCUMENTS  FOR THE TRANSFER OF TITLE OR OTHER INTEREST IN
PROPERTY AND TAKE SUCH OTHER ACTION AS IT DEEMS NECESSARY OR  PROPER  TO
DISPOSE   OF  SUCH  PROPERTY  UNDER  THE  PROVISIONS  OF  THIS  SECTION.
PROVIDED, HOWEVER, THAT NO DISPOSITION OF REAL PROPERTY, OR ANY INTEREST
IN REAL PROPERTY, SHALL BE MADE UNLESS AN APPRAISAL OF THE VALUE OF SUCH
PROPERTY HAS BEEN MADE BY AN INDEPENDENT APPRAISER AND INCLUDED  IN  THE
RECORD OF THE TRANSACTION, AND, PROVIDED FURTHER, THAT NO DISPOSITION OF
ANY  OTHER  PROPERTY,  WHICH  BECAUSE OF ITS UNIQUE NATURE OR THE UNIQUE
CIRCUMSTANCES OF THE PROPOSED  TRANSACTION  IS  NOT  READILY  VALUED  BY

A. 3944--C                          7

REFERENCE  TO AN ACTIVE MARKET FOR SIMILAR PROPERTY, SHALL BE MADE WITH-
OUT A SIMILAR APPRAISAL.
  (4)  VALIDITY  OF  DEED,  BILL  OF SALE, LEASE, OR OTHER INSTRUMENT. A
DEED, BILL OF SALE, LEASE, OR OTHER INSTRUMENT EXECUTED BY OR ON  BEHALF
OF  THE PORT AUTHORITY, PURPORTING TO TRANSFER TITLE OR ANY OTHER INTER-
EST IN PROPERTY OF THE AUTHORITY UNDER THIS SECTION SHALL BE  CONCLUSIVE
EVIDENCE  OF  COMPLIANCE  WITH THE PROVISIONS OF THIS SECTION INSOFAR AS
CONCERNS TITLE OR OTHER INTEREST OF ANY BONA FIDE GRANTEE OR  TRANSFEREE
WHO  HAS  GIVEN  VALUABLE CONSIDERATION FOR SUCH TITLE OR OTHER INTEREST
AND HAS NOT RECEIVED ACTUAL OR  CONSTRUCTIVE  NOTICE  OF  LACK  OF  SUCH
COMPLIANCE PRIOR TO THE CLOSING.
  (5)  BIDS  FOR  DISPOSAL;  ADVERTISING; PROCEDURE; DISPOSAL BY NEGOTI-
ATION;  EXPLANATORY  STATEMENT.  (A)  ALL  DISPOSALS  OR  CONTRACTS  FOR
DISPOSAL  OF  PROPERTY  OF  THE PORT AUTHORITY MADE OR AUTHORIZED BY THE
CONTRACTING OFFICER SHALL BE MADE AFTER PUBLICLY  ADVERTISING  FOR  BIDS
EXCEPT AS PROVIDED IN SUBPARAGRAPH (C) OF THIS PARAGRAPH.
  (B)  WHENEVER  PUBLIC  ADVERTISING FOR BIDS IS REQUIRED UNDER SUBPARA-
GRAPH (A) OF THIS PARAGRAPH:
  (I) THE ADVERTISEMENT FOR BIDS SHALL BE MADE AT SUCH TIME PRIOR TO THE
DISPOSAL OR CONTRACT, THROUGH SUCH METHODS, AND ON SUCH TERMS AND CONDI-
TIONS AS SHALL PERMIT FULL AND  FREE  COMPETITION  CONSISTENT  WITH  THE
VALUE AND NATURE OF THE PROPERTY;
  (II) ALL BIDS SHALL BE PUBLICLY DISCLOSED AT THE TIME AND PLACE STATED
IN THE ADVERTISEMENT; AND
  (III)  THE AWARD SHALL BE MADE WITH REASONABLE PROMPTNESS BY NOTICE TO
THE RESPONSIBLE BIDDER WHOSE BID, CONFORMING TO THE INVITATION FOR BIDS,
WILL BE MOST ADVANTAGEOUS TO THE PORT AUTHORITY, PRICE AND OTHER FACTORS
CONSIDERED; PROVIDED, THAT ALL BIDS MAY BE REJECTED WHEN IT  IS  IN  THE
PUBLIC INTEREST TO DO SO.
  (C) DISPOSALS AND CONTRACTS FOR DISPOSAL OF PROPERTY MAY BE NEGOTIATED
OR MADE BY PUBLIC AUCTION WITHOUT REGARD TO SUBPARAGRAPHS (A) AND (B) OF
THIS  PARAGRAPH BUT SUBJECT TO OBTAINING SUCH COMPETITION AS IS FEASIBLE
UNDER THE CIRCUMSTANCES, IF:
  (I) THE PERSONAL PROPERTY INVOLVED HAS  QUALITIES  SEPARATE  FROM  THE
UTILITARIAN PURPOSE OF SUCH PROPERTY, SUCH AS ARTISTIC QUALITY, ANTIQUI-
TY, HISTORICAL SIGNIFICANCE, RARITY, OR OTHER QUALITY OF SIMILAR EFFECT,
THAT WOULD TEND TO INCREASE ITS VALUE, OR IF THE PERSONAL PROPERTY IS TO
BE  SOLD  IN  SUCH  QUANTITY THAT, IF IT WERE DISPOSED OF UNDER SUBPARA-
GRAPHS (A) AND (B) OF THIS PARAGRAPH, WOULD ADVERSELY AFFECT  THE  STATE
OR  LOCAL  MARKET FOR SUCH PROPERTY, AND THE ESTIMATED FAIR MARKET VALUE
OF SUCH PROPERTY  AND  OTHER  SATISFACTORY  TERMS  OF  DISPOSAL  CAN  BE
OBTAINED BY NEGOTIATION;
  (II)  THE  FAIR  MARKET  VALUE OF THE PROPERTY DOES NOT EXCEED FIFTEEN
THOUSAND DOLLARS;
  (III) BID PRICES AFTER ADVERTISING THEREFOR ARE NOT REASONABLE, EITHER
AS TO ALL OR SOME PART OF THE PROPERTY, OR HAVE NOT  BEEN  INDEPENDENTLY
ARRIVED AT IN OPEN COMPETITION;
  (IV)  THE  DISPOSAL WILL BE TO THE STATE OR ANY POLITICAL SUBDIVISION,
AND THE ESTIMATED FAIR MARKET VALUE OF THE PROPERTY AND OTHER  SATISFAC-
TORY TERMS OF DISPOSAL ARE OBTAINED BY NEGOTIATION;
  (V)  UNDER  THOSE  CIRCUMSTANCES  PERMITTED  BY  PARAGRAPH SIX OF THIS
SUBDIVISION; OR
  (VI) SUCH ACTION IS OTHERWISE AUTHORIZED BY LAW.
  (D)(I) AN EXPLANATORY STATEMENT SHALL BE PREPARED OF THE CIRCUMSTANCES
OF EACH DISPOSAL BY NEGOTIATION OF:

A. 3944--C                          8

  (A) ANY PERSONAL PROPERTY WHICH HAS AN ESTIMATED FAIR MARKET VALUE  IN
EXCESS OF FIFTEEN THOUSAND DOLLARS;
  (B)  ANY  REAL  PROPERTY  THAT  HAS  AN ESTIMATED FAIR MARKET VALUE IN
EXCESS OF ONE HUNDRED THOUSAND DOLLARS, EXCEPT THAT  ANY  REAL  PROPERTY
DISPOSED OF BY LEASE OR EXCHANGE SHALL ONLY BE SUBJECT TO SUBCLAUSES (C)
AND (D) OF THIS CLAUSE;
  (C)  ANY  REAL  PROPERTY DISPOSED OF BY LEASE, IF THE ESTIMATED ANNUAL
RENT OVER THE TERM OF  THE  LEASE  IS  IN  EXCESS  OF  FIFTEEN  THOUSAND
DOLLARS;
  (D)  ANY  REAL PROPERTY OR REAL AND RELATED PERSONAL PROPERTY DISPOSED
OF BY EXCHANGE, REGARDLESS OF VALUE, OR ANY PROPERTY  ANY  PART  OF  THE
CONSIDERATION FOR WHICH IS REAL PROPERTY.
  (II)  EACH SUCH STATEMENT SHALL BE TRANSMITTED TO THE PERSONS ENTITLED
TO RECEIVE COPIES OF THE REPORT REQUIRED UNDER  SUBDIVISION  B  OF  THIS
SECTION  NOT  LESS  THAN  NINETY DAYS IN ADVANCE OF SUCH DISPOSAL, AND A
COPY THEREOF SHALL BE PRESERVED IN THE FILES OF THE PORT AUTHORITY.
  (6) DISPOSAL OF PROPERTY FOR LESS THAN FAIR MARKET VALUE. (A) NO ASSET
OWNED, LEASED OR OTHERWISE IN THE CONTROL OF THE PORT AUTHORITY  MAY  BE
SOLD, LEASED, OR OTHERWISE ALIENATED FOR LESS THAN ITS FAIR MARKET VALUE
EXCEPT IF:
  (I)  THE  TRANSFEREE  IS  A GOVERNMENT OR OTHER PUBLIC ENTITY, AND THE
TERMS AND CONDITIONS OF THE TRANSFER REQUIRE THAT THE OWNERSHIP AND  USE
OF THE ASSET WILL REMAIN WITH THE GOVERNMENT OR ANY OTHER PUBLIC ENTITY;
  (II)  THE  PURPOSE  OF  THE TRANSFER IS WITHIN THE PURPOSE, MISSION OR
GOVERNING STATUTE OF THE PORT AUTHORITY; OR
  (III) IN THE EVENT THE PORT AUTHORITY SEEKS TO TRANSFER AN  ASSET  FOR
LESS  THAN  ITS  FAIR  MARKET VALUE TO OTHER THAN A GOVERNMENTAL ENTITY,
WHICH DISPOSAL WOULD NOT BE CONSISTENT  WITH  THE  AUTHORITY'S  MISSION,
PURPOSE  OR  GOVERNING  STATUTES,  SUCH  AUTHORITY SHALL PROVIDE WRITTEN
NOTIFICATION THEREOF TO THE GOVERNOR OF EACH STATE,  AND  SUCH  PROPOSED
TRANSFER  SHALL  BE SUBJECT TO DENIAL BY EITHER GOVERNOR.  DENIAL BY THE
GOVERNOR SHALL TAKE THE FORM OF A SIGNED CERTIFICATION BY THE  GOVERNOR.
THE  GOVERNOR  SHALL TAKE ANY SUCH ACTION WITHIN SIXTY DAYS OF RECEIVING
NOTIFICATION OF SUCH PROPOSED TRANSFER.  IF  NO  SUCH  CERTIFICATION  IS
PERFORMED  WITHIN SIXTY DAYS OF SUCH NOTIFICATION OF THE PROPOSED TRANS-
FER TO THE GOVERNOR, THE AUTHORITY MAY EFFECTUATE SUCH TRANSFER.
  (B) IN THE EVENT A BELOW FAIR MARKET VALUE ASSET TRANSFER IS PROPOSED,
THE FOLLOWING INFORMATION MUST BE PROVIDED TO THE BOARD OF COMMISSIONERS
AND THE PUBLIC:
  (I) A FULL DESCRIPTION OF THE ASSET;
  (II) AN APPRAISAL OF THE FAIR MARKET VALUE OF THE ASSET AND ANY  OTHER
INFORMATION ESTABLISHING THE FAIR MARKET VALUE SOUGHT BY THE BOARD;
  (III)  A  DESCRIPTION OF THE PURPOSE OF THE TRANSFER, AND A REASONABLE
STATEMENT OF THE KIND AND AMOUNT OF THE BENEFIT TO THE PUBLIC  RESULTING
FROM  THE  TRANSFER,  INCLUDING  BUT  NOT  LIMITED  TO THE KIND, NUMBER,
LOCATION, WAGES OR SALARIES OF JOBS CREATED OR PRESERVED AS REQUIRED  BY
THE  TRANSFER,  THE  BENEFITS,  IF  ANY, TO THE COMMUNITIES IN WHICH THE
ASSET IS SITUATED AS ARE REQUIRED BY THE TRANSFER;
  (IV) A STATEMENT OF THE VALUE TO BE  RECEIVED  COMPARED  TO  THE  FAIR
MARKET VALUE;
  (V)  THE  NAMES  OF ANY PRIVATE PARTIES PARTICIPATING IN THE TRANSFER,
AND IF DIFFERENT THAN THE STATEMENT REQUIRED  BY  CLAUSE  (IV)  OF  THIS
SUBPARAGRAPH, A STATEMENT OF THE VALUE TO THE PRIVATE PARTY; AND
  (VI)  THE  NAMES  OF  OTHER PRIVATE PARTIES WHO HAVE MADE AN OFFER FOR
SUCH ASSET, THE VALUE OFFERED, AND THE PURPOSE FOR WHICH THE  ASSET  WAS
SOUGHT TO BE USED.

A. 3944--C                          9

  (C)  BEFORE  APPROVING THE DISPOSAL OF ANY PROPERTY FOR LESS THAN FAIR
MARKET VALUE, THE BOARD OF COMMISSIONERS SHALL CONSIDER THE  INFORMATION
DESCRIBED  IN  SUBPARAGRAPH  (B)  OF  THIS  PARAGRAPH AND MAKE A WRITTEN
DETERMINATION THAT THERE IS NO REASONABLE ALTERNATIVE  TO  THE  PROPOSED
BELOW-MARKET TRANSFER THAT WOULD ACHIEVE THE SAME PURPOSE OF SUCH TRANS-
FER.
  S  3.  ANNUAL REPORT. A. THE PORT AUTHORITY SHALL SUBMIT TO THE GOVER-
NOR, THE STATE COMPTROLLER AND THE LEGISLATURE  OF  EACH  STATE,  WITHIN
NINETY  DAYS  AFTER  THE END OF ITS FISCAL YEAR, A COMPLETE AND DETAILED
REPORT OR REPORTS SETTING FORTH: (1) ITS OPERATIONS AND ACCOMPLISHMENTS;
(2) ITS FINANCIAL REPORTS CERTIFIED BY THE CHAIR AND VICE-CHAIR  OF  THE
BOARD;  AND  THE EXECUTIVE DIRECTOR, DEPUTY EXECUTIVE DIRECTOR AND CHIEF
FINANCIAL OFFICER OF THE PORT AUTHORITY, INCLUDING  (A)  AUDITED  FINAN-
CIALS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, KNOWN
AS  GAAP,  AND  THE  ACCOUNTING  STANDARDS  ISSUED  BY  THE GOVERNMENTAL
ACCOUNTING STANDARDS  BOARD,  KNOWN  AS  GASB,  (B)  GRANT  AND  SUBSIDY
PROGRAMS,  (C)  OPERATING  AND  FINANCIAL RISKS, (D) CURRENT RATINGS, IF
ANY, OF ITS BONDS ISSUED BY RECOGNIZED BOND RATING AGENCIES  AND  NOTICE
OF  CHANGES  IN  SUCH  RATINGS, AND (E) LONG-TERM LIABILITIES, INCLUDING
LEASES AND EMPLOYEE BENEFIT PLANS; (3) A SCHEDULE OF ITS BONDS AND NOTES
OUTSTANDING AT THE END OF ITS FISCAL YEAR, TOGETHER WITH A STATEMENT  OF
THE  AMOUNTS  REDEEMED AND INCURRED DURING SUCH FISCAL YEAR AS PART OF A
SCHEDULE OF DEBT ISSUANCE THAT INCLUDES  THE  DATE  OF  ISSUANCE,  TERM,
AMOUNT,  INTEREST  RATE  AND  MEANS OF REPAYMENT. ADDITIONALLY, THE DEBT
SCHEDULE SHALL INCLUDE ALL REFINANCINGS, CALLS, REFUNDINGS, DEFEASEMENTS
AND INTEREST RATE EXCHANGE OR OTHER SUCH AGREEMENTS, AND  FOR  ANY  DEBT
ISSUED  DURING  THE  REPORTING  YEAR,  THE SCHEDULE SHALL ALSO INCLUDE A
DETAILED LIST OF COSTS OF ISSUANCE FOR SUCH  DEBT;  (4)  A  COMPENSATION
SCHEDULE  THAT  SHALL INCLUDE, BY POSITION, TITLE AND NAME OF THE PERSON
HOLDING SUCH POSITION OR  TITLE,  THE  SALARY,  COMPENSATION,  ALLOWANCE
AND/OR BENEFITS PROVIDED TO ANY OFFICER, DIRECTOR OR EMPLOYEE IN A DECI-
SION  MAKING OR MANAGERIAL POSITION OF SUCH AUTHORITY WHOSE SALARY IS IN
EXCESS OF ONE HUNDRED THOUSAND DOLLARS;  (5)  BIOGRAPHICAL  INFORMATION,
NOT  INCLUDING  CONFIDENTIAL PERSONAL INFORMATION, FOR ALL DIRECTORS AND
OFFICERS AND EMPLOYEES FOR WHOM SALARY REPORTING IS  REQUIRED;  (6)  THE
PROJECTS  UNDERTAKEN BY SUCH AUTHORITY DURING THE PAST YEAR; (7) A LIST-
ING AND DESCRIPTION, IN ADDITION TO THE REPORT REQUIRED BY  SUBPARAGRAPH
(C) OF PARAGRAPH TWO OF SUBDIVISION B OF SECTION TWO OF THIS ARTICLE, OF
ALL REAL PROPERTY OF THE AUTHORITY HAVING AN ESTIMATED FAIR MARKET VALUE
IN  EXCESS  OF  FIFTEEN  THOUSAND DOLLARS THAT THE AUTHORITY ACQUIRES OR
DISPOSES OF DURING SUCH PERIOD.  THE  REPORT  SHALL  CONTAIN  THE  PRICE
RECEIVED OR PAID BY THE AUTHORITY AND THE NAME OF THE PURCHASER OR SELL-
ER  FOR  ALL  SUCH  PROPERTY SOLD OR BOUGHT BY THE AUTHORITY DURING SUCH
PERIOD; (8) SUCH AUTHORITY'S CODE OF ETHICS; (9) AN  ASSESSMENT  OF  THE
EFFECTIVENESS  OF  ITS INTERNAL CONTROL STRUCTURE AND PROCEDURES; (10) A
DESCRIPTION OF THE AUTHORITY AND  ITS  BOARD  STRUCTURE,  INCLUDING  (A)
NAMES  OF  COMMITTEES AND COMMITTEE MEMBERS, (B) LISTS OF BOARD MEETINGS
AND ATTENDANCE, (C) DESCRIPTIONS OF MAJOR AUTHORITY UNITS, SUBSIDIARIES,
AND (D) NUMBER OF EMPLOYEES; (11) ITS CHARTER, IF ANY, AND BY-LAWS; (12)
A LISTING OF MATERIAL CHANGES IN  OPERATIONS  AND  PROGRAMS  DURING  THE
REPORTING  YEAR; (13) AT A MINIMUM A FOUR-YEAR FINANCIAL PLAN, INCLUDING
(A) A CURRENT AND PROJECTED CAPITAL BUDGET, AND (B) AN OPERATING  BUDGET
REPORT,  INCLUDING  AN  ACTUAL VERSUS ESTIMATED BUDGET, WITH AN ANALYSIS
AND MEASUREMENT OF FINANCIAL AND OPERATING PERFORMANCE; (14)  ITS  BOARD
PERFORMANCE  EVALUATIONS; PROVIDED, HOWEVER, THAT SUCH EVALUATIONS SHALL
NOT BE SUBJECT TO DISCLOSURE UNDER THE FREEDOM OF  INFORMATION  LAWS  OF

A. 3944--C                         10

EACH  STATE; (15) A DESCRIPTION OF THE TOTAL AMOUNTS OF ASSETS, SERVICES
OR BOTH ASSETS AND SERVICES BOUGHT OR SOLD WITHOUT COMPETITIVE  BIDDING,
INCLUDING  (A) THE NATURE OF THOSE ASSETS AND SERVICES, (B) THE NAMES OF
THE  COUNTERPARTIES,  AND  (C)  WHERE  THE  CONTRACT  PRICE  FOR  ASSETS
PURCHASED EXCEEDS FAIR MARKET VALUE, OR WHERE  THE  CONTRACT  PRICE  FOR
ASSETS  SOLD  IS  LESS THAN FAIR MARKET VALUE, A DETAILED EXPLANATION OF
THE JUSTIFICATION FOR MAKING THE PURCHASE OR  SALE  WITHOUT  COMPETITIVE
BIDDING,  AND  A  CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER OF THE PORT AUTHORITY  THAT  THEY  HAVE  REVIEWED  THE
TERMS  OF  SUCH  PURCHASE  OR  SALE AND DETERMINED THAT IT COMPLIES WITH
APPLICABLE LAW AND PROCUREMENT GUIDELINES; AND (16) A DESCRIPTION OF ANY
MATERIAL PENDING LITIGATION IN WHICH THE PORT AUTHORITY IS INVOLVED AS A
PARTY DURING THE REPORTING YEAR.
  B. THE PORT AUTHORITY SHALL MAKE ACCESSIBLE TO  THE  PUBLIC,  VIA  ITS
OFFICIAL  OR  SHARED  INTERNET WEB SITE, DOCUMENTATION PERTAINING TO ITS
MISSION, CURRENT  ACTIVITIES,  MOST  RECENT  ANNUAL  FINANCIAL  REPORTS,
CURRENT  YEAR BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT UNLESS
SUCH INFORMATION IS EXEMPT FROM DISCLOSURE PURSUANT  TO  EITHER  STATE'S
FREEDOM OF INFORMATION LAWS.
  C.  EVERY  FINANCIAL  REPORT  SUBMITTED  UNDER  THIS  SECTION SHALL BE
APPROVED BY THE BOARD AND SHALL BE CERTIFIED IN WRITING BY THE CHAIR AND
VICE-CHAIR OF THE BOARD; AND THE EXECUTIVE  DIRECTOR,  DEPUTY  EXECUTIVE
DIRECTOR  AND  CHIEF FINANCIAL OFFICER OF THE PORT AUTHORITY, THAT BASED
ON THE OFFICER'S KNOWLEDGE (1) THE INFORMATION PROVIDED THEREIN IS ACCU-
RATE, CORRECT AND DOES NOT CONTAIN  ANY  UNTRUE  STATEMENT  OF  MATERIAL
FACT; (2) DOES NOT OMIT ANY MATERIAL FACT WHICH, IF OMITTED, WOULD CAUSE
THE  FINANCIAL STATEMENTS TO BE MISLEADING IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH SUCH STATEMENTS ARE MADE; AND (3)  FAIRLY  PRESENTS  IN  ALL
MATERIAL  RESPECTS  THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE AUTHORITY AS OF, AND FOR, THE PERIODS  PRESENTED  IN  THE  FINANCIAL
STATEMENTS.
  S 4. INDEPENDENT AUDITS AND AUDIT REPORTS. A. THE PORT AUTHORITY SHALL
SUBMIT  TO  THE  GOVERNOR, THE STATE COMPTROLLER, AND THE LEGISLATURE OF
EACH STATE, TOGETHER WITH THE REPORT DESCRIBED IN SECTION THREE OF  THIS
ARTICLE,  A  COPY OF THE ANNUAL INDEPENDENT AUDIT REPORT, PERFORMED BY A
CERTIFIED PUBLIC ACCOUNTING FIRM IN ACCORDANCE WITH  GENERALLY  ACCEPTED
AUDITING  STANDARDS,  AND MANAGEMENT LETTER AND ANY OTHER EXTERNAL EXAM-
INATION OF THE BOOKS AND ACCOUNTS OF THE AUTHORITY.
  B. EACH CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM THAT PERFORMS ANY
AUDIT REQUIRED BY THIS ARTICLE SHALL TIMELY REPORT TO THE AUDIT  COMMIT-
TEE  OF  SUCH  AUTHORITY: (1) ALL CRITICAL ACCOUNTING POLICIES AND PRAC-
TICES TO BE USED; (2) ALL ALTERNATIVE TREATMENTS OF  FINANCIAL  INFORMA-
TION  WITHIN  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES THAT HAVE BEEN
DISCUSSED WITH MANAGEMENT OFFICIALS OF THE PORT AUTHORITY, RAMIFICATIONS
OF THE USE OF SUCH  ALTERNATIVE  DISCLOSURES  AND  TREATMENTS,  AND  THE
TREATMENT PREFERRED BY THE CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM;
AND  (3)  OTHER  MATERIAL  WRITTEN  COMMUNICATIONS BETWEEN THE CERTIFIED
INDEPENDENT PUBLIC ACCOUNTING FIRM AND THE MANAGEMENT OF THE  AUTHORITY,
INCLUDING  AS  THE MANAGEMENT LETTER ALONG WITH MANAGEMENT'S RESPONSE OR
PLAN OF CORRECTIVE ACTION, MATERIAL CORRECTIONS IDENTIFIED  OR  SCHEDULE
OF UNADJUSTED DIFFERENCES, WHERE APPLICABLE.
  C.  NOTWITHSTANDING  ANY  OTHER  PROVISION OF LAW TO THE CONTRARY, THE
CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM PROVIDING SUCH  AUTHORITY'S
ANNUAL  INDEPENDENT AUDIT WILL BE PROHIBITED IN PROVIDING AUDIT SERVICES
TO THE AUTHORITY IF THE LEAD OR COORDINATING AUDIT PARTNER HAVING PRIMA-
RY RESPONSIBILITY FOR THE AUDIT, OR THE AUDIT  PARTNER  RESPONSIBLE  FOR

A. 3944--C                         11

REVIEWING  THE  AUDIT,  HAS  PERFORMED AUDIT SERVICES FOR THAT ISSUER IN
EACH OF THE FIVE PREVIOUS FISCAL YEARS OF SUCH AUTHORITY.
  D.  THE  CERTIFIED  INDEPENDENT  PUBLIC ACCOUNTING FIRM PERFORMING THE
PORT AUTHORITY'S AUDIT SHALL BE PROHIBITED FROM PERFORMING ANY NON-AUDIT
SERVICES TO SUCH AUTHORITY  CONTEMPORANEOUSLY  WITH  THE  AUDIT,  UNLESS
RECEIVING  PREVIOUS  WRITTEN  APPROVAL BY THE AUDIT COMMITTEE INCLUDING:
(1) BOOKKEEPING OR OTHER SERVICES RELATED TO THE ACCOUNTING  RECORDS  OR
FINANCIAL  STATEMENTS  OF  SUCH  AUTHORITY;  (2)  FINANCIAL  INFORMATION
SYSTEMS DESIGN AND IMPLEMENTATION; (3) APPRAISAL OR VALUATION  SERVICES,
FAIRNESS   OPINIONS,  OR  CONTRIBUTION-IN-KIND  REPORTS;  (4)  ACTUARIAL
SERVICES; (5) INTERNAL AUDIT OUTSOURCING SERVICES; (6) MANAGEMENT  FUNC-
TIONS  OR  HUMAN  SERVICES; (7) BROKER OR DEALER, INVESTMENT ADVISOR, OR
INVESTMENT BANKING SERVICES; AND (8) LEGAL SERVICES AND EXPERT  SERVICES
UNRELATED TO THE AUDIT.
  E.  IT  SHALL  BE  PROHIBITED  FOR  ANY  CERTIFIED  INDEPENDENT PUBLIC
ACCOUNTING FIRM TO PERFORM FOR THE PORT AUTHORITY ANY AUDIT  SERVICE  IF
THE CHIEF EXECUTIVE OFFICER, COMPTROLLER, CHIEF FINANCIAL OFFICER, CHIEF
ACCOUNTING  OFFICER,  OR ANY OTHER PERSON SERVING IN AN EQUIVALENT POSI-
TION FOR THE AUTHORITY,  WAS  EMPLOYED  BY  THAT  CERTIFIED  INDEPENDENT
PUBLIC  ACCOUNTING FIRM AND PARTICIPATED IN ANY CAPACITY IN THE AUDIT OF
THE AUTHORITY DURING THE ONE YEAR  PERIOD  PRECEDING  THE  DATE  OF  THE
INITIATION OF THE AUDIT.
  F.  NOTWITHSTANDING  ANY  PROVISION  OF  LAW TO THE CONTRARY, THE PORT
AUTHORITY MAY EXEMPT INFORMATION FROM DISCLOSURE OR REPORT, IF THE COUN-
SEL OF SUCH AUTHORITY DEEMS THAT SUCH INFORMATION IS COVERED  BY  EITHER
STATE'S FREEDOM OF INFORMATION LAWS.
  S 5. WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM. A. DEFINITIONS.
  (1) "ATTORNEY GENERAL" SHALL MEAN THE ATTORNEY GENERAL OF THE STATE OF
NEW YORK AND THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY.
  (2)  "EMPLOYEES"  MEANS  THOSE PERSONS EMPLOYED AT THE PORT AUTHORITY,
INCLUDING BUT NOT LIMITED TO: FULL-TIME AND PART-TIME  EMPLOYEES,  THOSE
EMPLOYEES ON PROBATION, AND TEMPORARY EMPLOYEES.
  (3)  "INSPECTOR  GENERAL" SHALL MEAN THE INSPECTOR GENERAL OF THE PORT
AUTHORITY.
  (4) "WHISTLEBLOWER" SHALL MEAN ANY EMPLOYEE OF THE PORT AUTHORITY  WHO
DISCLOSES INFORMATION CONCERNING ACTS OF WRONGDOING, MISCONDUCT, MALFEA-
SANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY AN EMPLOYEE OR BOARD MEMBER OF
THE  AUTHORITY, CONCERNING THE AUTHORITY'S INVESTMENTS, TRAVEL, ACQUISI-
TION OF REAL OR PERSONAL PROPERTY, THE DISPOSITION OF REAL  OR  PERSONAL
PROPERTY AND THE PROCUREMENT OF GOODS AND SERVICES.
  B. THE INSPECTOR GENERAL, AFTER CONSULTATION WITH THE ATTORNEY GENERAL
OF  BOTH  STATES  SHALL  DEVELOP  A  WHISTLEBLOWER ACCESS AND ASSISTANCE
PROGRAM WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO:
  (1) EVALUATING AND COMMENTING ON WHISTLEBLOWER PROGRAMS  AND  POLICIES
BY BOARD OF COMMISSIONERS PURSUANT TO PARAGRAPH FIVE OF SUBDIVISION A OF
SECTION TWO OF ARTICLE IV OF THIS ACT;
  (2)  ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE TO
EMPLOYEES;
  (3) OFFERING ADVICE REGARDING EMPLOYEE RIGHTS UNDER  APPLICABLE  STATE
AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL PERSONS; AND
  (4) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
ING ANY ISSUE AT THE PORT AUTHORITY.
  C.  ANY  COMMUNICATIONS  BETWEEN AN EMPLOYEE AND THE INSPECTOR GENERAL
PURSUANT TO THIS SECTION SHALL BE  HELD  STRICTLY  CONFIDENTIAL  BY  THE
INSPECTOR  GENERAL,  UNLESS  THE EMPLOYEE SPECIFICALLY WAIVES IN WRITING
THE RIGHT TO CONFIDENTIALITY, EXCEPT THAT SUCH CONFIDENTIALITY SHALL NOT

A. 3944--C                         12

EXEMPT THE INSPECTOR GENERAL FROM  DISCLOSING  SUCH  INFORMATION,  WHERE
APPROPRIATE, TO ANY LAW ENFORCEMENT AUTHORITY.
  D.  THE  PORT  AUTHORITY  SHALL  NOT FIRE, DISCHARGE, DEMOTE, SUSPEND,
THREATEN, HARASS OR DISCRIMINATE AGAINST  AN  EMPLOYEE  BECAUSE  OF  THE
EMPLOYEE'S  ROLE AS A WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY THE
EMPLOYEE ARE LEGAL.
  S 6. LOBBYING CONTACTS. A. DEFINITIONS. AS USED IN THIS ARTICLE:
  (1) "LOBBYIST" SHALL HAVE THE SAME MEANING AS DEFINED IN THE LAWS  OR,
RULES OR REGULATIONS OF EITHER STATE.
  (2) "LOBBYING" SHALL MEAN AND INCLUDE ANY ATTEMPT TO INFLUENCE:
  (A)  THE  ADOPTION  OR  REJECTION OF ANY RULE OR REGULATION HAVING THE
FORCE AND EFFECT OF LAW BY THE PORT AUTHORITY,
  (B) THE OUTCOME OF ANY PROCEEDING BY THE PORT AUTHORITY TO  ESTABLISH,
LEVY OR COLLECT FEES, TOLLS, CHARGES OR FARES, AND
  (C)  THE AUTHORIZATION, APPROVAL OR AWARD OF ANY AGREEMENTS, CONTRACTS
OR PURCHASE ORDERS, INCLUDING ANY SETTLEMENT OF PORT  AUTHORITY  CLAIMS;
OR  ANY  EXTENSION, AMENDMENT OR MODIFICATION OF ANY EXISTING AGREEMENT,
CONTRACT OR ORDER.
  (3) "CONTACT" SHALL MEAN ANY CONVERSATION, IN PERSON OR BY  TELEPHONIC
OR  OTHER  ELECTRONIC  MEANS,  OR  CORRESPONDENCE  BETWEEN  ANY LOBBYIST
ENGAGED IN THE ACT OF LOBBYING AND ANY PERSON WITHIN THE PORT  AUTHORITY
WHO  CAN  MAKE OR INFLUENCE A DECISION ON THE SUBJECT OF THE LOBBYING ON
BEHALF OF THE AUTHORITY, AND SHALL INCLUDE, AT A MINIMUM, ALL MEMBERS OF
THE BOARD OF COMMISSIONERS AND ALL OFFICERS OF THE PORT AUTHORITY.
  B. THE PORT AUTHORITY SHALL MAINTAIN A RECORD OF ALL LOBBYING CONTACTS
MADE WITH SUCH AUTHORITY.
  C. EVERY BOARD MEMBER, OFFICER OR EMPLOYEE OF THE PORT  AUTHORITY  WHO
IS  CONTACTED  BY A LOBBYIST SHALL MAKE A CONTEMPORANEOUS RECORD OF SUCH
CONTACT CONTAINING THE DAY AND TIME OF THE CONTACT, THE IDENTITY OF  THE
LOBBYIST AND A GENERAL SUMMARY OF THE SUBSTANCE OF THE CONTACT.
  D.  THE  PORT AUTHORITY SHALL ADOPT A POLICY IMPLEMENTING THE REQUIRE-
MENTS OF THIS SECTION WITHIN ONE HUNDRED EIGHTY DAYS  OF  THE  EFFECTIVE
DATE  OF THIS ARTICLE.  SUCH POLICY SHALL APPOINT AN OFFICER TO WHOM ALL
SUCH RECORDS SHALL BE DELIVERED.    SUCH  OFFICER  SHALL  MAINTAIN  SUCH
RECORDS  FOR  NOT  LESS  THAN SEVEN YEARS IN A FILING SYSTEM DESIGNED TO
ORGANIZE SUCH RECORDS IN A MANNER SO AS TO MAKE SUCH RECORDS  USEFUL  TO
DETERMINE  WHETHER  THE  DECISIONS  OF  THE AUTHORITY WERE INFLUENCED BY
LOBBYING CONTACTS.
  S 7. INSPECTOR GENERAL. A. ESTABLISHMENT AND ORGANIZATION.  (1)  THERE
IS  HEREBY  ESTABLISHED  THE OFFICE OF THE INSPECTOR GENERAL IN THE PORT
AUTHORITY.  THE HEAD OF THE OFFICE SHALL BE THE  INSPECTOR  GENERAL  WHO
SHALL  BE APPOINTED BY, AND REPORT TO, THE BOARD OF COMMISSIONERS OF THE
PORT AUTHORITY.
  (2) THE INSPECTOR GENERAL SHALL HOLD OFFICE AT THE DISCRETION  OF  THE
BOARD  OF  COMMISSIONERS AND UNTIL HIS OR HER SUCCESSOR IS APPOINTED AND
HAS QUALIFIED.
  (3) THE INSPECTOR GENERAL MAY APPOINT ONE OR  MORE  DEPUTY  INSPECTORS
GENERAL  TO  SERVE  AT HIS OR HER PLEASURE, WHO SHALL BE RESPONSIBLE FOR
CONDUCTING AUDITS AND INVESTIGATIONS IN THE PORT AUTHORITY.
  B. FUNCTIONS AND DUTIES. THE INSPECTOR GENERAL SHALL HAVE THE  FOLLOW-
ING DUTIES AND RESPONSIBILITIES:
  (1) RECEIVE AND INVESTIGATE COMPLAINTS FROM ANY SOURCE, OR UPON HIS OR
HER  OWN INITIATIVE, CONCERNING ALLEGATIONS OF CORRUPTION, FRAUD, CRIMI-
NAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE IN THE  PORT  AUTHORITY  OR
ITS SUBSIDIARIES;

A. 3944--C                         13

  (2)  INFORM  THE BOARD OF COMMISSIONERS AND EXECUTIVE DIRECTOR OF SUCH
ALLEGATIONS AND THE PROGRESS OF INVESTIGATIONS RELATED  THERETO,  UNLESS
SPECIAL CIRCUMSTANCES REQUIRE CONFIDENTIALITY;
  (3)  DETERMINE  WITH  RESPECT TO SUCH ALLEGATIONS WHETHER DISCIPLINARY
ACTION, CIVIL OR CRIMINAL PROSECUTION, OR FURTHER  INVESTIGATION  BY  AN
APPROPRIATE  FEDERAL,  STATE OR LOCAL AGENCY IS WARRANTED, AND TO ASSIST
IN SUCH INVESTIGATIONS;
  (4) PREPARE AND RELEASE TO THE PUBLIC WRITTEN REPORTS OF SUCH INVESTI-
GATIONS, AS APPROPRIATE AND TO THE EXTENT PERMITTED BY LAW,  SUBJECT  TO
REDACTION  TO  PROTECT  THE CONFIDENTIALITY OF WITNESSES. THE RELEASE OF
ALL OR PORTIONS OF SUCH REPORTS MAY BE DEFERRED TO PROTECT THE CONFIDEN-
TIALITY OF ONGOING INVESTIGATIONS;
  (5) REVIEW AND EXAMINE PERIODICALLY THE POLICIES AND PROCEDURES OF THE
PORT  AUTHORITY  WITH  REGARD  TO  THE  PREVENTION  AND   DETECTION   OF
CORRUPTION, FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
  (6)  RECOMMEND  REMEDIAL  ACTION  TO  PREVENT OR ELIMINATE CORRUPTION,
FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
  (7) ESTABLISH  PROGRAMS  FOR  TRAINING  PORT  AUTHORITY  OFFICERS  AND
EMPLOYEES REGARDING THE PREVENTION AND ELIMINATION OF CORRUPTION, FRAUD,
CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE.
  C. POWERS. THE INSPECTOR GENERAL SHALL HAVE THE POWER TO:
  (1) SUBPOENA AND ENFORCE THE ATTENDANCE OF WITNESSES;
  (2) ADMINISTER OATHS OR AFFIRMATIONS AND EXAMINE WITNESSES UNDER OATH;
  (3)  REQUIRE THE PRODUCTION OF ANY BOOKS AND PAPERS DEEMED RELEVANT OR
MATERIAL TO ANY INVESTIGATION, EXAMINATION OR REVIEW;
  (4) NOTWITHSTANDING ANY LAW TO  THE  CONTRARY,  EXAMINE  AND  COPY  OR
REMOVE  DOCUMENTS OR RECORDS OF ANY KIND PREPARED, MAINTAINED OR HELD BY
THE PORT AUTHORITY AND ITS SUBSIDIARIES;
  (5) REQUIRE ANY OFFICER OR EMPLOYEE  OF  THE  PORT  AUTHORITY  OR  ITS
SUBSIDIARIES  TO  ANSWER  QUESTIONS CONCERNING ANY MATTER RELATED TO THE
PERFORMANCE OF HIS  OR  HER  OFFICIAL  DUTIES.  NO  STATEMENT  OR  OTHER
EVIDENCE  DERIVED THEREFROM MAY BE USED AGAINST SUCH OFFICER OR EMPLOYEE
IN ANY  SUBSEQUENT  CRIMINAL  PROSECUTION  OTHER  THAN  FOR  PERJURY  OR
CONTEMPT  ARISING  FROM  SUCH  TESTIMONY.  THE REFUSAL OF ANY OFFICER OR
EMPLOYEE TO ANSWER QUESTIONS SHALL BE CAUSE FOR REMOVAL FROM  OFFICE  OR
EMPLOYMENT OR OTHER APPROPRIATE PENALTY;
  (6)  MONITOR THE IMPLEMENTATION BY THE PORT AUTHORITY OF ANY RECOMMEN-
DATIONS MADE BY THE INSPECTOR GENERAL;
  (7) PERFORM ANY OTHER FUNCTIONS THAT ARE NECESSARY OR  APPROPRIATE  TO
FULFILL THE DUTIES AND RESPONSIBILITIES OF OFFICE.
  D.  RESPONSIBILITIES  OF  PORT AUTHORITY OFFICERS AND EMPLOYEES. EVERY
OFFICER OR EMPLOYEE IN THE PORT AUTHORITY  AND  ITS  SUBSIDIARIES  SHALL
REPORT  PROMPTLY  TO  THE  INSPECTOR  GENERAL ANY INFORMATION CONCERNING
CORRUPTION, FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE  BY
ANOTHER PORT AUTHORITY OFFICER OR EMPLOYEE RELATING TO HIS OR HER OFFICE
OR  EMPLOYMENT,  OR  BY  A PERSON HAVING BUSINESS DEALINGS WITH THE PORT
AUTHORITY RELATING TO THOSE DEALINGS. THE KNOWING FAILURE OF ANY OFFICER
OR EMPLOYEE TO SO REPORT SHALL BE  CAUSE  FOR  REMOVAL  FROM  OFFICE  OR
EMPLOYMENT  OR  OTHER  APPROPRIATE  PENALTY. ANY OFFICER OR EMPLOYEE WHO
ACTS PURSUANT TO THIS SECTION BY  REPORTING  TO  THE  INSPECTOR  GENERAL
IMPROPER  GOVERNMENTAL  ACTION SHALL NOT BE SUBJECT TO DISMISSAL, DISCI-
PLINE OR OTHER ADVERSE PERSONNEL ACTION.
  S 8. REPORTING OF PORT AUTHORITY DEBT. AT LEAST SIXTY  DAYS  PRIOR  TO
THE  END  OF  ITS  FISCAL  YEAR,  THE PORT AUTHORITY SHALL SUBMIT TO THE
GOVERNOR, STATE COMPTROLLER AND LEGISLATURE OF EACH STATE A STATEMENT OF
INTENT TO GUIDE THE AUTHORITY'S ISSUANCE AND OVERALL  AMOUNT  OF  BONDS,

A. 3944--C                         14

NOTES, OR OTHER DEBT OBLIGATIONS IT MAY ISSUE DURING THE UPCOMING FISCAL
YEAR.
  S 9. SUBSIDIARIES OF THE PORT AUTHORITY. A. NOTWITHSTANDING ANY LAW TO
THE  CONTRARY,  THE  PORT AUTHORITY SHALL NOT HAVE THE POWER TO ORGANIZE
ANY SUBSIDIARY CORPORATION UNLESS THE LEGISLATURE OF BOTH  STATES  SHALL
HAVE  ENACTED  A LAW GRANTING THE AUTHORITY SUCH POWER FOR THE ORGANIZA-
TION OF A SPECIFIC CORPORATION, PROVIDED, HOWEVER, THAT THE PORT AUTHOR-
ITY MAY ORGANIZE A SUBSIDIARY  CORPORATION  PURSUANT  TO  THE  FOLLOWING
REQUIREMENTS:
  (1)  THE  PURPOSE FOR WHICH THE SUBSIDIARY CORPORATION SHALL BE ORGAN-
IZED SHALL BE FOR A PROJECT OR PROJECTS  WHICH  THE  AUTHORITY  HAS  THE
POWER TO PURSUE PURSUANT TO ITS CORPORATE PURPOSES;
  (2)  THE  PRIMARY REASON FOR WHICH THE SUBSIDIARY CORPORATION SHALL BE
ORGANIZED SHALL BE TO  LIMIT  THE  POTENTIAL  LIABILITY  IMPACT  OF  THE
SUBSIDIARY'S  PROJECT  OR  PROJECTS ON THE AUTHORITY OR BECAUSE STATE OR
FEDERAL LAW REQUIRES THAT THE PURPOSE  OF  A  SUBSIDIARY  BE  UNDERTAKEN
THROUGH A SPECIFIC CORPORATE STRUCTURE; AND
  (3)  THE  SUBSIDIARY  CORPORATION  SHALL  MAKE  THE  REPORTS AND OTHER
DISCLOSURES AS ARE REQUIRED BY THE PORT AUTHORITY, UNLESS THE SUBSIDIARY
CORPORATION'S OPERATIONS AND FINANCES ARE CONSOLIDATED WITH THOSE OF THE
AUTHORITY.
  B. IN SUCH CASES WHERE THE PORT AUTHORITY  IS  GRANTED  THE  POWER  TO
ORGANIZE  A  SUBSIDIARY  CORPORATION  PURSUANT  TO SUBDIVISION A OF THIS
SECTION, THE AUTHORITY SHALL FILE, NO LESS THAN SIXTY DAYS PRIOR TO  THE
FORMATION  OF  SUCH SUBSIDIARY, NOTICE TO THE GOVERNOR, THE COMPTROLLER,
AND THE LEGISLATURE OF EACH STATE THAT IT WILL BE CREATING A SUBSIDIARY.
  C. SUBSIDIARY CORPORATIONS FORMED UNDER SUBDIVISION A OF THIS  SECTION
SHALL  NOT  HAVE  THE  AUTHORITY  TO  ISSUE BONDS, NOTES OR OTHER DEBTS,
PROVIDED, HOWEVER, THAT SUCH SUBSIDIARY CORPORATIONS MAY ISSUE NOTES  OR
OTHER  DEBT TO THE PORT AUTHORITY. NO SUCH DEBT ISSUED BY THE SUBSIDIARY
TO THE AUTHORITY SHALL IN TOTAL EXCEED, AT ANY TIME, A PRINCIPAL  AMOUNT
OF  FIVE  HUNDRED  THOUSAND DOLLARS OR, DURING THE NINE MONTHS AFTER THE
FORMATION OF THE SUBSIDIARY, ONE MILLION DOLLARS.
  D. THE CERTIFICATE OF INCORPORATION OR OTHER DOCUMENT FILED TO  ORGAN-
IZE  A  SUBSIDIARY  CORPORATION  UNDER THIS SECTION SHALL STATE THAT THE
PORT AUTHORITY IS THE PERSON ORGANIZING THE CORPORATION.
  E. ON OR BEFORE THE FIRST DAY OF JANUARY, TWO  THOUSAND  FIFTEEN,  AND
ANNUALLY  ON SUCH DAY THEREAFTER, ANY SUBSIDIARY CORPORATION, IN COOPER-
ATION WITH THE PORT AUTHORITY, SHALL PROVIDE TO THE GOVERNOR AND  LEGIS-
LATURE OF EACH STATE A REPORT ON THE SUBSIDIARY CORPORATION. SUCH REPORT
SHALL INCLUDE FOR EACH SUBSIDIARY:
  (1)  THE  COMPLETE  LEGAL NAME, ADDRESS AND CONTACT INFORMATION OF THE
SUBSIDIARY;
  (2) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;
  (3) THE COMPLETE BYLAWS AND LEGAL ORGANIZATION PAPERS OF  THE  SUBSID-
IARY;
  (4) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
OF  THE SUBSIDIARY, INCLUDING A STATEMENT OF JUSTIFICATION AS TO WHY THE
SUBSIDIARY IS NECESSARY TO CONTINUE ITS OPERATIONS FOR THE PUBLIC  BENE-
FIT FOR THE PEOPLE OF BOTH STATES; AND
  (5)  ANY  OTHER INFORMATION THE SUBSIDIARY CORPORATION DEEMS IMPORTANT
TO INCLUDE IN SUCH REPORT.
  S 10. FINANCIAL DISCLOSURE. 1. NOTWITHSTANDING ANY OTHER PROVISION  OF
LAW  TO  THE CONTRARY, THE COMMISSIONERS, OFFICERS, AND EMPLOYEES OF THE

A. 3944--C                         15

PORT AUTHORITY SHALL FILE  ANNUAL  FINANCIAL  DISCLOSURE  STATEMENTS  AS
PROVIDED IN THIS SECTION.
  2.  (A)  THE COMMISSIONERS APPOINTED BY THE GOVERNOR FROM THE STATE OF
NEW YORK SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS  PURSUANT  TO
SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.
  (B) EMPLOYEES OF THE PORT AUTHORITY WHO HOLD A POLICY-MAKING POSITION,
AS  DETERMINED  BY  THE PORT AUTHORITY, OR WHOSE ANNUAL SALARY EQUALS OR
EXCEEDS THE SALARY RATE OF SG-24 AS SET FORTH IN PARAGRAPH A OF SUBDIVI-
SION ONE OF SECTION 130 OF THE CIVIL SERVICE LAW OF  THE  STATE  OF  NEW
YORK  AS OF APRIL FIRST OF THE YEAR IN WHICH AN ANNUAL FINANCIAL DISCLO-
SURE STATEMENT SHALL BE FILED, SHALL FILE  ANNUAL  FINANCIAL  DISCLOSURE
STATEMENTS  PURSUANT  TO  SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS
LAW.
  (C) ANY PERSON WHO IS REQUIRED TO FILE  ANNUAL  DISCLOSURE  STATEMENTS
PURSUANT  TO  THIS PARAGRAPH AND PARAGRAPH (B) OF THIS SUBDIVISION SHALL
BE SUBJECT TO THE PROVISIONS, INCLUDING THE ENFORCEMENT  PROVISIONS,  OF
SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.
  (D)  THE COMMISSIONERS APPOINTED BY THE GOVERNOR FROM THE STATE OF NEW
JERSEY SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS AS REQUIRED  BY
NEW JERSEY STATE LAW OR EXECUTIVE ORDER.
  S  11.  THE  PORT  AUTHORITY  SHALL  REQUIRE AN EFFICIENCY STUDY TO BE
CONDUCTED BY AN OUTSIDE, INDEPENDENT EFFICIENCY EXPERT TO IDENTIFY WASTE
OR ABUSE INVOLVING THE AUTHORITY. THE INITIAL STUDY SHALL  BE  COMPLETED
WITHIN  TWELVE MONTHS OF THE EFFECTIVE DATE OF THIS ACT, AND MADE PUBLIC
AT THE FIRST PUBLIC MEETING OF THE BOARD OF COMMISSIONERS FOLLOWING  THE
COMPLETION  OF THE INITIAL STUDY.  SUBSEQUENT STUDIES SHALL BE COMPLETED
AND MADE AVAILABLE TO THE PUBLIC EVERY TWO YEARS THEREAFTER. A  COPY  OF
EACH  STUDY  CONDUCTED SHALL BE SUBMITTED TO THE PORT AUTHORITY'S OFFICE
OF INSPECTOR GENERAL.
  S 12. ANNUAL OPERATING BUDGET;  CAPITAL  STRATEGY  PLAN.  1.  FOR  THE
PURPOSES OF THIS SECTION:
  (A)  "GAAP"  MEANS THE GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ESTAB-
LISHED BY THE GOVERNMENTAL ACCOUNTING STANDARDS BOARD.
  (B) "MAJOR CAPITAL PROJECT" MEANS AN UNDERTAKING OR  PROGRAM  FOR  THE
ACQUISITION,  CREATION,  OR  DEVELOPMENT OF ANY CROSSING, TRANSPORTATION
FACILITY, TERMINAL FACILITY, OR COMMERCE FACILITY OR ANY  PART  THEREOF,
WITH AN ESTIMATED TOTAL PROJECT COST IN EXCESS OF $500,000,000.
  2.  (A)  THE  PORT AUTHORITY SHALL PREPARE A DETAILED ANNUAL OPERATING
BUDGET BEGINNING WITH THE FISCAL YEAR  COMMENCING  AFTER  THE  EFFECTIVE
DATE OF THE CHAPTER OF THE LAWS OF 2014 WHICH ADDED THIS SECTION.
  (B)  THE INITIAL ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY AVAIL-
ABLE, INCLUDING ON THE PORT AUTHORITY'S INTERNET  WEBSITE,  IN  JULY  OF
EVERY FISCAL YEAR, AND A FINAL ANNUAL OPERATING BUDGET, WHICH SHALL TAKE
INTO ACCOUNT PUBLIC COMMENT, SHALL BE MADE AVAILABLE IN FEBRUARY OF EACH
FISCAL YEAR.
  (C) IT SHALL BE THE POLICY OF THE PORT AUTHORITY THAT ITS ANNUAL OPER-
ATING  BUDGET  BE BALANCED IN ACCORDANCE WITH GAAP PRINCIPLES, PROVIDED,
HOWEVER, SPECIAL CIRCUMSTANCES MAY PERMIT THAT DEFICITS BE COVERED  WITH
ACCRUED RESERVES OR OTHER RESOURCES.
  3.  (A) THE PORT AUTHORITY SHALL PREPARE A LONG-RANGE CAPITAL STRATEGY
PLAN AND SHALL REVISE THE LONG-RANGE PLAN  EVERY  FOUR  YEARS  BEGINNING
WITH  THE FISCAL YEAR COMMENCING AFTER THE EFFECTIVE DATE OF THE CHAPTER
OF THE LAWS OF 2014 WHICH ADDED THIS SECTION.
  (B) THE CAPITAL STRATEGY PLAN SHALL SPECIFY THE PROJECTS TO BE  INITI-
ATED AND THE EXPECTED COST OF THOSE PROJECTS. THE COMMITMENT PLANS SHALL

A. 3944--C                         16

INCLUDE  A FINANCING PLAN THAT IDENTIFIES THE SOURCE OF FUNDING FOR EACH
PROJECT.
  (C) QUARTERLY REPORTS SHALL BE PREPARED BY THE PORT AUTHORITY AND MADE
PUBLICLY AVAILABLE WITH THE STATUS OF EACH PROJECT IN THE CAPITAL STRAT-
EGY  PLAN.  THESE  REPORTS  SHALL  COMPARE ACTUAL AND TARGET PERFORMANCE
MEASURES, INCLUDING BUT NOT LIMITED TO COSTS AND CONSTRUCTION SCHEDULES,
AND A NARRATIVE EXPLANATION OF ANY DISCREPANCY THEREOF.
  4. THE PORT AUTHORITY SHALL ALSO PROVIDE THAT MAJOR  CAPITAL  PROJECTS
ARE  MONITORED  BY  INDEPENDENT ENGINEERING CONSULTANTS. THE INDEPENDENT
CONSULTANTS SHALL PREPARE QUARTERLY REPORTS TO BE PROVIDED TO THE  BOARD
AND  TO  THE  PUBLIC.  THE  QUARTERLY  REPORTS  PREPARED  BY INDEPENDENT
CONSULTANTS SHALL INCLUDE, BUT NOT BE LIMITED TO, A COMPARISON OF ACTUAL
AND TARGET PERFORMANCE MEASURES INCLUDING, BUT NOT LIMITED TO, COSTS AND
CONSTRUCTION SCHEDULES, AND A NARRATIVE EXPLANATION OF  ANY  DISCREPANCY
THEREOF.
                              ARTICLE VII-C
  S  1.  NEEDS ASSESSMENT. THE PORT AUTHORITY SHALL REQUIRE THAT A NEEDS
ASSESSMENT BE CONDUCTED BY AN INDEPENDENT ENTITY PRIOR TO  ANY  INCREASE
IN  FEES,  TOLLS, CHARGES OR FARES. THE ASSESSMENT SHALL BE PRESENTED BY
THE INDEPENDENT ENTITY TO THE BOARD OF COMMISSIONERS AT A PUBLIC MEETING
TO BE HELD AT LEAST 120 DAYS PRIOR TO ANY MEETING OF  THE  COMMISSIONERS
TO VOTE TO INCREASE ANY FEES, TOLLS, CHARGES OR FARES.
  S  2.  FEES, TOLLS, CHARGES AND FARE INCREASES; HEARINGS. (A) NOT LESS
THAN 30 DAYS AND NOT MORE THAN 90 DAYS PRIOR TO ANY VOTE OR ACTION TAKEN
BY THE BOARD OF COMMISSIONERS RELATING TO ANY INCREASE IN THE TOLLS  FOR
THE  USE OF ANY PORT AUTHORITY BRIDGE OR TUNNEL, OR FARES FOR THE USE OF
THE PORT  AUTHORITY  TRANS-HUDSON  CORPORATION  RAIL  SYSTEM,  THE  PORT
AUTHORITY  SHALL  CONDUCT  AT  LEAST  SIX  PUBLIC  HEARINGS  IN A MANNER
PRESCRIBED PURSUANT TO THIS SECTION.
  (B) LOCATIONS FOR THE PUBLIC HEARINGS SHALL BE SELECTED IN SUCH A  WAY
AS TO BE GEOGRAPHICALLY ACCESSIBLE TO A MAJORITY OF USERS OF THE FACILI-
TY  OR FACILITIES TO BE IMPACTED BY THE TOLL OR FARE INCREASE, AS DETER-
MINED BY PORT AUTHORITY DATA, PROVIDED THAT AT LEAST ONE  HEARING  SHALL
BE HELD IN EACH STATE.
  (C)  AT  LEAST  72  HOURS  BEFORE  ANY  HEARING  HELD PURSUANT TO THIS
SECTION, THE PORT AUTHORITY  SHALL  MAKE  AVAILABLE  TO  THE  PUBLIC  BY
CONSPICUOUSLY POSTING, AT A MINIMUM, THE FOLLOWING INFORMATION IN ONE OR
MORE  DESIGNATED  AREAS  AND  ON  THE PORT AUTHORITY'S OFFICIAL INTERNET
WEBSITE:
  (1) THE AMOUNT OF REVENUE EXPECTED TO BE GENERATED FROM  THE  INCREASE
IN TOLLS OR FARES;
  (2)  A  DETAILED  EXPLANATION  OF  HOW  THE  REVENUES  RAISED FROM THE
INCREASE IN TOLLS OR FARES IS EXPECTED TO BE SPENT; AND
  (3) A WRITTEN EXPLANATION OF WHY THE INCREASE IN  TOLLS  OR  FARES  IS
NECESSARY.
  (D)  EACH  HEARING  SHALL  BE ATTENDED BY AT LEAST THREE COMMISSIONERS
FROM NEW YORK AND THREE COMMISSIONERS FROM NEW JERSEY IN OFFICE  AT  THE
TIME OF THE HEARING.
  (E) THE PORT AUTHORITY SHALL HOLD NO MORE THAN ONE PUBLIC HEARING IN A
SINGLE DAY, AND AT LEAST ONE-HALF OF THE PUBLIC HEARINGS SHALL BE SCHED-
ULED TO BEGIN AFTER 6LABOR P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
  S  3. PUBLIC PARTICIPATION. AT EACH PUBLIC MEETING OF THE BOARD AND AT
EACH PUBLIC MEETING OF EACH COMMITTEE, THE PUBLIC SHALL  BE  ALLOTTED  A
PERIOD  OF  TIME, NOT LESS THAN 60 MINUTES, TO SPEAK ON ANY TOPIC ON THE
AGENDA. THE PUBLIC SPEAKING PERIOD SHALL TAKE PLACE PRIOR TO  ANY  BOARD
OR COMMITTEE ACTION.

A. 3944--C                         17

  S  4. AGENDAS AND RELATED DOCUMENTS. (A) THE PORT AUTHORITY SHALL MAKE
AVAILABLE TO THE PUBLIC MEETING AGENDAS AT LEAST 72  HOURS  BEFORE  EACH
MEETING  OF  THE BOARD AND EACH MEETING OF EACH COMMITTEE. PUBLIC NOTICE
OF THE TIME AND PLACE OF A MEETING  SHALL  BE  PROVIDED  TO  APPROPRIATE
MEDIA  OUTLETS, SHALL BE CONSPICUOUSLY POSTED IN ONE  OR MORE DESIGNATED
AREAS AT LEAST 72 HOURS BEFORE SUCH MEETING, AND SHALL BE  CONSPICUOUSLY
POSTED  VIA THE PORT AUTHORITY'S OFFICIAL INTERNET WEBSITE AT LEAST FIVE
BUSINESS DAYS BEFORE THE MEETING.
  (B) THE PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC  SUCH  DOCU-
MENTS  IN  THE  FOLLOWING  MANNER:  (1)  THE AGENDA AND PUBLIC DOCUMENTS
PERTAINING TO A BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC
INSPECTION AT AN OFFICE OF THE PORT AUTHORITY; AND (2)  THE  AGENDA  AND
PUBLIC  DOCUMENTS  PERTAINING  TO  A BOARD OR COMMITTEE MEETING SHALL BE
POSTED ON THE PORT AUTHORITY'S OFFICIAL INTERNET WEBSITE.  IN  ADDITION,
THE PORT AUTHORITY SHALL SEND VIA ELECTRONIC MAIL, THE AGENDA AND PUBLIC
DOCUMENTS  PERTAINING  TO A BOARD OR COMMITTEE MEETING TO EACH MEMBER OF
THE NEW YORK STATE AND THE NEW JERSEY STATE LEGISLATURES.
  S 5. THE PORT AUTHORITY SHALL ENSURE THAT EACH OF THE REQUIREMENTS SET
FORTH IN SECTIONS TWO AND THREE OF THIS ARTICLE SHALL BE  COMPLIED  WITH
BEFORE  PLACING  ON THE MEETING AGENDA OF THE BOARD OF COMMISSIONERS ANY
ITEM OR MATTER RELATING TO AN INCREASE IN TOLLS, FEES OR OTHER CHARGES.
  S 6. (A) THE PORT AUTHORITY AT THE REQUEST  OF  EITHER  HOUSE  OF  THE
STATE  LEGISLATURE SHALL BE REQUIRED TO APPEAR BEFORE A COMMITTEE OF THE
REQUESTING STATE LEGISLATURE  TO  PRESENT  TESTIMONY  ON  ANY  TOPIC  OR
SUBJECT REQUESTED BY THE COMMITTEE OR TO RESPOND TO QUESTIONS BY MEMBERS
OF SUCH COMMITTEE.
  (B)  THE  PORT  AUTHORITY  SHALL,  AT A MINIMUM, BE REPRESENTED BY THE
CHAIR OR VICE-CHAIR OF THE BOARD, THE EXECUTIVE DIRECTOR OR DEPUTY EXEC-
UTIVE DIRECTOR, THE CHIEF FINANCIAL OFFICER, AND ANY STAFF DEEMED NECES-
SARY BY THE CHAIR OR VICE-CHAIR OF THE BOARD, THE EXECUTIVE DIRECTOR  OR
DEPUTY  EXECUTIVE  DIRECTOR,  OR  THE CHIEF FINANCIAL OFFICER TO PRESENT
TESTIMONY OR RESPOND TO QUESTIONS AT ANY APPEARANCE REQUIRED PURSUANT TO
THIS SECTION. THE COMMITTEE MAY REQUEST THE APPEARANCE OF ANY OFFICER OR
EMPLOYEE OF THE PORT AUTHORITY.
  S 7. BARRIER-FREE ACCESS. THE PORT AUTHORITY SHALL MAKE OR CAUSE TO BE
MADE ALL REASONABLE EFFORTS TO ENSURE THAT MEETINGS ARE HELD IN  FACILI-
TIES  THAT  PERMIT BARRIER-FREE PHYSICAL ACCESS TO PEOPLE WITH DISABILI-
TIES.  IF THE BOARD DETERMINES TO  USE  VIDEO  CONFERENCING  OR  SIMILAR
TECHNOLOGY  TO  CONDUCT ITS MEETING, IT SHALL PROVIDE AN OPPORTUNITY FOR
THE PUBLIC TO ATTEND, LISTEN AND OBSERVE AT ANY SITE AT WHICH A  COMMIS-
SIONER PARTICIPATES.
  S  5.  Sections 2 and 3 of article XV-A of section 1 of chapter 154 of
the laws of 1921, relating to the Port Authority of  New  York  and  New
Jersey,  as  added by chapter 275 of the laws of 1992, are amended and a
new section 4 is added to read as follows:
  S 2. As used in this act:
  a. "Board" means the board of commissioners of the Port  Authority  of
New York and New Jersey.
  b.  "COMMITTEE"  OR  "COMMITTEES"  MEANS ANY STANDING COMMITTEE ESTAB-
LISHED BY THE BOARD, INCLUDING, BUT NOT LIMITED TO, THE AUDIT COMMITTEE,
GOVERNANCE COMMITTEE AND FINANCE COMMITTEE REQUIRED  TO  BE  ESTABLISHED
PURSUANT TO SECTION 2 OF ARTICLE IV OF THIS ACT.
  C.  "Meeting"  means  any  gathering, whether corporeal or by means of
communication equipment, which is attended by, or open  to,  the  board,
held  with  the  intent,  on  the  part of the board members present, to
discuss or act as a unit  upon  the  specific  public  business  of  the

A. 3944--C                         18

authority. "Meeting" does not mean a gathering (1) attended by less than
an  effective  majority  of the board, or (2) attended by or open to all
the members of three or more similar public bodies at  a  convention  or
similar gathering.
  D.  "NEWS MEDIA" MEANS PERSONS REPRESENTING MAJOR WIRE SERVICES, TELE-
VISION NEWS  SERVICES,  RADIO  NEWS  SERVICES  AND  NEWSPAPERS,  WHETHER
LOCATED IN THE STATES OF NEW YORK OR NEW JERSEY OR ANY OTHER STATE.
  [c.]  E.  "Public  business"  mean  matters  which  relate in any way,
directly or indirectly, to the performance of the functions of the  port
authority of New York and New Jersey or the conduct of its business.
  S 3.  A. NOTWITHSTANDING THE PROVISION OF ANY OTHER LAW TO THE CONTRA-
RY,  ALL  MEETINGS  OF  THE BOARD ARE DECLARED TO BE PUBLIC MEETINGS AND
SHALL BE OPEN TO THE PUBLIC AND MEMBERS OF THE NEWS MEDIA,  INDIVIDUALLY
AND  COLLECTIVELY,  FOR THE PURPOSE OF OBSERVING THE FULL DETAILS OF ALL
PHASES OF THE DELIBERATION, POLICY-MAKING, AND  DECISION-MAKING  OF  THE
BOARD.
 B.  The  board  shall  adopt [and promulgate], WITHIN SIX MONTHS OF THE
EFFECTIVE DATE OF THIS ACT, appropriate rules and regulations concerning
PROPER NOTICE TO THE PUBLIC AND THE NEWS MEDIA OF ITS MEETINGS  AND  the
right  of the public AND THE NEWS MEDIA to be present at meetings of the
authority. THE RULES AND REGULATIONS ADOPTED PURSUANT  TO  THIS  SECTION
SHALL PROVIDE FOR THE SAME NOTICE AND RIGHT OF THE PUBLIC AND NEWS MEDIA
TO BE PRESENT, AS WELL AS ANY OTHER RIGHTS AND DUTIES AS ARE PROVIDED IN
SECTIONS  3  AND  4  OF ARTICLE VII-C OF THIS ACT, AND SECTION 4 OF THIS
ARTICLE. The board may incorporate in its rules and  regulations  condi-
tions  under which it may exclude the public from a meeting or a portion
thereof.
  C. Any rules or regulations adopted hereunder shall become a  part  of
the  minutes  of the port authority of New York and New Jersey and shall
be subject to the approval of the governor of New Jersey and the  gover-
nor of New York.
  S 4. A. ALL MEETINGS OF THE PORT AUTHORITY SHALL BE OPEN TO THE PUBLIC
AT  ALL TIMES. UPON A MAJORITY VOTE OF ITS TOTAL MEMBERSHIP, TAKEN IN AN
OPEN MEETING PURSUANT TO A MOTION IDENTIFYING THE GENERAL AREA OR  AREAS
OF  THE SUBJECT OR SUBJECTS TO BE CONSIDERED, THE BOARD OF COMMISSIONERS
MAY EXCLUDE THE PUBLIC ONLY FROM THAT PORTION OF A MEETING AT WHICH  THE
BOARD OF COMMISSIONERS DISCUSSES:
  (1)  ANY  MATTER  FOR  WHICH THE RELEASE OF INFORMATION WOULD IMPAIR A
RIGHT TO RECEIVE FUNDS FROM THE GOVERNMENT OF THE UNITED STATES;
  (2) ANY MATERIAL THE DISCLOSURE OF  WHICH  CONSTITUTE  AN  UNWARRANTED
INVASION OF INDIVIDUAL OR PERSONAL PRIVACY;
  (3)  ANY  COLLECTIVE BARGAINING AGREEMENT, OR THE TERMS AND CONDITIONS
WHICH ARE PROPOSED FOR INCLUSION IN ANY COLLECTIVE BARGAINING AGREEMENT,
INCLUDING THE NEGOTIATION OF  THE  TERMS  AND  CONDITIONS  THEREOF  WITH
EMPLOYEES OR REPRESENTATIVES OF EMPLOYEES OF THE PORT AUTHORITY;
  (4)  ANY  MATTER INVOLVING THE PURCHASE, LEASE, OR ACQUISITION OF REAL
PROPERTY WITH PORT AUTHORITY FUNDS, THE PROPOSED ACQUISITION OF  SECURI-
TIES,  THE  SALE OR EXCHANGE OF SECURITIES HELD BY THE PORT AUTHORITY OR
INVESTMENT OF PORT AUTHORITY FUNDS, IF IT  COULD  ADVERSELY  AFFECT  THE
PUBLIC INTEREST IF DISCUSSION OF THE MATTER WAS DISCLOSED;
  (5) ANY MATTER WHICH WOULD IMPERIL THE PUBLIC SAFETY IF DISCLOSED;
  (6)  ANY  PENDING OR ANTICIPATED LITIGATION OR CONTRACT NEGOTIATION IN
WHICH THE PORT AUTHORITY IS, OR MAY BECOME, A PARTY, OR MATTERS  FALLING
WITHIN THE ATTORNEY-CLIENT PRIVILEGE, TO THE EXTENT THAT CONFIDENTIALITY
IS REQUIRED IN ORDER FOR THE ATTORNEY TO EXERCISE THE ATTORNEY'S ETHICAL
DUTIES AS A LAWYER;

A. 3944--C                         19

  (7)  ANY  MATTER INVOLVING THE EMPLOYMENT, APPOINTMENT, TERMINATION OF
EMPLOYMENT, TERMS  AND  CONDITIONS  OF  EMPLOYMENT,  EVALUATION  OF  THE
PERFORMANCE  OF,  PROMOTION, OR DISCIPLINING OF ANY SPECIFIC PROSPECTIVE
OFFICER OR EMPLOYEE OR CURRENT OFFICER OR EMPLOYEE EMPLOYED OR APPOINTED
BY THE PORT AUTHORITY, UNLESS ALL THE INDIVIDUAL EMPLOYEES OR APPOINTEES
WHOSE  RIGHTS  COULD  BE  ADVERSELY AFFECTED REQUEST IN WRITING THAT THE
MATTER OR MATTERS BE DISCUSSED AT A PUBLIC MEETING; OR
  (8) ANY DELIBERATION OF THE PORT AUTHORITY OCCURRING  AFTER  A  PUBLIC
HEARING  THAT  MAY  RESULT IN THE IMPOSITION OF A SPECIFIC CIVIL PENALTY
UPON THE RESPONDING PARTY OR THE SUSPENSION OR  LOSS  OF  A  LICENSE  OR
PERMIT  BELONGING TO THE RESPONDING PARTY AS A RESULT OF AN ACT OR OMIS-
SION FOR WHICH THE RESPONDING PARTY BEARS RESPONSIBILITY.
  B. THE PORT AUTHORITY SHALL KEEP REASONABLY COMPREHENSIBLE MINUTES  OF
ALL  ITS  MEETINGS  SHOWING THE TIME AND PLACE, THE MEMBERS PRESENT, THE
SUBJECTS CONSIDERED, THE ACTIONS TAKEN, THE VOTE OF  EACH  MEMBER  WHICH
SHALL  BE  PROMPTLY AVAILABLE TO THE PUBLIC PURSUANT TO SUBDIVISION C OF
THIS SECTION TO THE EXTENT THAT MAKING THESE MATTERS PUBLIC SHALL NOT BE
INCONSISTENT WITH SUBDIVISION A OF THIS SECTION.
  C. MINUTES OF EACH MEETING SHALL BE AVAILABLE TO THE PUBLIC WITHIN TWO
WEEKS FROM THE DATE OF SUCH MEETING.
  D. THE MINUTES SHALL INDICATE FOR EACH ITEM ON THE AGENDA, THE VOTE OR
EACH BOARD MEMBER IN ATTENDANCE AT  AN  OPEN  MEETING  OR  AN  EXECUTIVE
SESSION OF THE BOARD OR A COMMITTEE OF THE BOARD. EACH ITEM ON THE AGEN-
DA SHALL BE VOTED ON SEPARATELY.
  S  6.  Paragraph  (c)  of  subdivision 1 of section 73-a of the public
officers law is amended by adding a new subparagraph  (iv)  to  read  as
follows:
  (IV)  NOTWITHSTANDING  THE  PROVISIONS  OF  SUBPARAGRAPH (III) OF THIS
PARAGRAPH TO THE CONTRARY, THE COMMISSIONERS OF THE  PORT  AUTHORITY  OF
NEW  YORK  AND  NEW JERSEY APPOINTED BY THE GOVERNOR OF THE STATE OF NEW
YORK; ALL OFFICERS OF SUCH PORT AUTHORITY; AND ANY EMPLOYEE OF SUCH PORT
AUTHORITY WHO HOLDS A POLICY-MAKING POSITION, AS DETERMINED BY SUCH PORT
AUTHORITY, OR WHOSE ANNUAL SALARY EQUALS OR EXCEEDS THE SALARY  RATE  OF
SG-24  AS  SET  FORTH  IN  PARAGRAPH A OF SUBDIVISION ONE OF SECTION ONE
HUNDRED THIRTY OF THE CIVIL SERVICE LAW AS OF APRIL FIRST OF THE YEAR IN
WHICH AN ANNUAL FINANCIAL DISCLOSURE STATEMENT SHALL BE FILED.
  S 7. Severability clause. If any clause, sentence, paragraph, subdivi-
sion, section or part of this act shall be  adjudged  by  any  court  of
competent  jurisdiction  to  be invalid, such judgment shall not affect,
impair, or invalidate the remainder thereof, but shall  be  confined  in
its  operation  to the clause, sentence, paragraph, subdivision, section
or part thereof directly involved in the controversy in which such judg-
ment shall have been rendered. It is hereby declared to be the intent of
the legislature that this act would  have  been  enacted  even  if  such
invalid provisions had not been included herein.
  S  8.  This  act  shall take effect upon the enactment into law by the
state of New Jersey of legislation having an identical effect with  this
act,  but  if  the  state  of New Jersey shall have already enacted such
legislation this act shall take effect immediately. The chairman of  the
port  authority  shall  notify  the legislative bill drafting commission
upon the enactment into law of such legislation by both such  states  in
order  that the commission may maintain an accurate and timely effective
data base of the official text of the laws of the state of New  York  in
furtherance  of effecting the provision of section 44 of the legislative
law and section 70-b of the public officers law.