S T A T E   O F   N E W   Y O R K
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                                  1429

                       2015-2016 Regular Sessions

                            I N  S E N A T E

                            January 12, 2015
                               ___________

Introduced  by  Sens. LANZA, GOLDEN, RANZENHOFER, CARLUCCI -- read twice
  and ordered printed, and when printed to be committed to the Committee
  on Corporations, Authorities and Commissions

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 2015" 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 2015".
  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.  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

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD07112-01-5
              

S. 1429                             2

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
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

S. 1429                             3

  (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-
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.

S. 1429                             4

  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) "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. 1429                             5

  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
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

S. 1429                             6

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
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

S. 1429                             7

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) 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

S. 1429                             8

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.
  (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

S. 1429                             9

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
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.

S. 1429                            10

  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
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

S. 1429                            11

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
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,

S. 1429                            12

  (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;
  (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;

S. 1429                            13

  (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,
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;

S. 1429                            14

  (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  SIXTEEN,  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 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

S. 1429                            15

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 2015 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 2015 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

S. 1429                            16

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 6:30 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 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

S. 1429                            17

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
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

S. 1429                            18

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;
  (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.

S. 1429                            19

  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.