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

                                   812

                       2015-2016 Regular Sessions

                          I N  A S S E M B L Y

                             January 7, 2015
                               ___________

Introduced by M. of A. BRENNAN, CUSICK, TITONE, COOK, ROSENTHAL, MALLIO-
  TAKIS,  ROBINSON,  KAVANAGH,  ABINANTI,  WEPRIN, BRONSON, ROZIC, OTIS,
  AUBRY, BUCHWALD, TITUS, MILLER, CAMARA, GUNTHER -- Multi-Sponsored  by
  --  M.  of  A.  ABBATE, ARROYO, BENEDETTO, BORELLI, BRAUNSTEIN, CLARK,
  COLTON, CRESPO, GALEF, GLICK,  GOLDFEDER,  GOTTFRIED,  JAFFEE,  MAGEE,
  MAGNARELLI, MARKEY, MAYER, MOSLEY, MOYA, ORTIZ, PAULIN, PERRY, RIVERA,
  ROBERTS,  RYAN,  SCARBOROUGH,  SCHIMEL,  SIMOTAS, WRIGHT, ZEBROWSKI --
  read once and referred 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

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

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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
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;

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  (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-
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

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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) "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,

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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
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

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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
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

A. 812                              7

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) 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;

A. 812                              8

  (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.
  (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

A. 812                              9

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
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

A. 812                             10

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
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,

A. 812                             11

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
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.

A. 812                             12

  (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;
  (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

A. 812                             13

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,
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:

A. 812                             14

  (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  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

A. 812                             15

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 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

A. 812                             16

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 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

A. 812                             17

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
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.

A. 812                             18

  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;
  (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

A. 812                             19

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.