§ 213. Board of directors. 1. All the corporate powers of such
corporation shall be exercised by a board of directors consisting of a
maximum of thirty persons, all of whom shall be of full age, residents
of the state and at least one-half of whom shall be citizens of the
United States.

2. The president of such corporation, who shall be appointed by the
board, shall serve as a director.

3. At each annual meeting of such corporation, the members of such
corporation shall elect up to ten directors for a term of one year, who
shall, to the extent possible, represent different economic regions as
defined in section two hundred eleven of this article. The exact number
shall be established in the by-laws by the board of directors. In such
elections, members of such corporation shall have one vote each.

4. At such annual meetings the stockholders of such corporation shall
elect up to seven directors for a term of one year each. The exact
number shall be established in the by-laws by the board of directors.

5. One director shall be appointed by any of the entities that are
members or stockholders of such corporation and whose membership or
stockholder interest meets a minimum commitment as established in the
by-laws by the board of directors.

6. The directors elected by the members and the stockholders shall
elect three additional directors: one representing minority interests,
one representing women's interests, and one representing regional or
local development corporations' interests.

7. The state commissioner of the department of economic development
shall be a director exofficio.

7-a. Two directors shall be appointed by the governor, who shall serve
at the pleasure of the governor; one director shall be appointed by the
temporary president of the senate, who shall serve at the pleasure of
the temporary president; one director shall be appointed by the senate
minority leader, who shall serve at the pleasure of the minority leader;
and one appointed by the assembly minority leader, who shall serve at
the pleasure of the minority leader; and one director shall be appointed
by the speaker of the assembly, who shall serve at the pleasure of the
speaker.

8. If any director shall lose his citizenship or shall cease to be a
resident of the state, he shall immediately vacate his position as a
director and such position shall thereupon be deemed vacant.

9. If any vacancy occurs in the elected membership of the board of
directors through death, resignation or otherwise, the remaining
directors shall elect a person to fill such vacancy for the unexpired
term.

10. Upon the expiration of their terms, the elected directors shall
continue as such until their successors have been elected and have
qualified.

11. The board of directors shall elect one of its members as chairman
and one of its members as vice-chairman of such board, shall adopt
by-laws for such corporation, and may appoint such officers and
employees as it deems advisable.