§ 4. New York state project finance agency.

1. There is hereby created the New York state project finance agency.
The agency shall be a corporate governmental agency constituting a
public benefit corporation. Its membership shall consist of the
commissioner of taxation and finance, the commissioner, the director of
the budget, the chairman of the New York state housing finance agency
and three members to be appointed by the governor with the advice and
consent of the senate. The members first appointed by the governor shall
serve for terms ending two, four and six years, respectively, from
January first next succeeding their appointment. Their successors shall
serve for terms of six years each. Members shall continue in office
until their successors have been appointed and have qualified. In the
event of a vacancy occurring in the office of any member by death,
resignation or otherwise, the governor shall appoint a successor with
the advice and consent of the senate to serve for the balance of the
unexpired term. The provisions of section thirty-nine of the public
officers law shall apply to such members. The chairman of the New York
state housing finance agency shall serve as chairman of the agency.

2. The powers of the agency shall be vested in and exercised by a
majority of the members then in office. The commissioner of taxation and
finance, the commissioner, and the director of the budget each may
appoint a person from their respective department, office or division to
represent such member, respectively, at all meetings of the agency from
which such member may be absent. Any such representative so designated
shall have the power to attend and to vote at any meeting of the agency
from which the member so designating him as a representative is absent
with the same force and effect as if the member designating him were
present and voting. Such designation shall be by written notice filed
with the chairman of the agency by each of the said members. The
designation of such persons shall continue until revoked at any time by
written notice to the chairman by the respective member making the
designation. Such designation shall not be deemed to limit the power of
the appointing member to attend and vote at any meeting of the agency.

3. The members shall serve without salary or other compensation, but
each member shall be entitled to reimbursement for actual and necessary
expenses incurred in the performance of his or her official duties.

4. Such members, except as otherwise provided by law, may engage in
private employment, or in a profession or business. The members,
officers and employees of the agency shall be deemed to be state
officers or employees for the purposes of sections seventy-three and
seventy-four of the public officers law. Notwithstanding the provisions
of the preceding sentence or of any other law, any state instrumentality
(including any state agency, trust fund or public benefit corporation
other than the agency) may purchase from, sell to, borrow from, loan to,
contract with or otherwise deal with any corporation, trust,
association, partnership or other entity in which any member of the
agency has a financial interest, direct or indirect, and the agency may
engage in any such transaction with any other state instrumentality with
which any member of the agency is affiliated as a state officer or
employee, provided that prior to such transaction such interest or
affiliation is disclosed to such other state instrumentality and is
disclosed in the minutes of the agency, and provided further that no
member having such an affiliation (except such an affiliation with the
New York state housing finance agency) shall participate in any decision
of the agency affecting such transaction.

5. The chief executive officer of the agency shall be the executive
director of the New York state housing finance agency.

6. Notwithstanding any inconsistent provisions of law, general,
special or local, no officer or employee of the state or of any civil
division thereof shall be deemed to have forfeited or shall forfeit his
office or employment by reason of his acceptance of membership on the
agency created by this section; provided, however, that a member who
holds such other public office or employment shall receive no additional
compensation or allowance for services rendered pursuant to this act,
but shall be entitled to reimbursement for his actual and necessary
expenses incurred in the performance of such services.

7. The governor may remove any member appointed by him for
inefficiency, neglect of duty or misconduct in office after giving him a
copy of the charges against him and an opportunity to be heard, in
person or by counsel in his defense, upon not less than ten days'
notice. If any such member shall be removed, the governor shall file in
the office of the department of state a complete statement of charges
made against such member and his findings thereon, together with a
complete record of the proceeding.

8. The agency and its corporate existence shall terminate on the first
date subsequent to the thirtieth day of April, nineteen hundred
seventy-seven, which is thirty days after payment in full of all its
bonds, notes or other obligations (other than obligations for repayment
of appropriations), and may be sooner terminated by law, provided,
however, that no such law shall take effect so long as the agency shall
have bonds, notes or other obligations (other than obligations for
repayment of appropriations) outstanding, unless adequate provision has
been made for the payment thereof. Upon termination of the existence of
the agency, all its rights and properties shall pass to and be vested in
the corporation as transferee of the agency's obligations for repayment
of appropriations, theretofore transferred by the state to the
corporation pursuant to a chapter of the laws of nineteen hundred
seventy-five, and any remaining obligations of the agency for such
repayment shall be cancelled.

9. A majority of the members of the agency then in office shall
constitute a quorum for the transaction of any business or the exercise
of any power or function of the agency. The agency may delegate to one
or more of its members, or its officers, agents or employees, such
powers and duties as it may deem proper.

10. The state shall save harmless and indemnify directors, officers
and employees of the agency pursuant to section seventeen of the public
officers law against any claim, demand, suit or judgment arising by
reason of any act or omission to act by such director, officer or
employee occurring in the discharge of his duties and within the scope
of his service on behalf of the agency. In the event of any claim,
demand, suit or judgment based on allegations that financial loss was
sustained by any person in connection with the acquisition, disposition
or holding of securities or other obligations of the agency (or those of
any other public corporation if such loss allegedly resulted from its
dealing with the agency), a director, officer or employee of the agency
shall be saved harmless and indemnified, notwithstanding the limitations
of subdivision one of section seventeen of the public officers law,
unless such individual is found by a final judicial determination not to
have acted, in good faith, for a purpose which he reasonably believed to
be in the best interests of the agency or not to have had reasonable
cause to believe that his conduct was lawful.