§ 2562. Creation of the corporation. 1. To effectuate the purposes and
provisions of this title, there is hereby created the "New York
convention center operating corporation", which shall be a body
corporate and politic constituting a public benefit corporation. The
corporation's board of directors shall consist of twenty-one persons to
be appointed with the advice and consent of the senate, including
fifteen persons appointed by the governor; two persons appointed by the
temporary president of the senate; one person appointed by the minority
leader of the senate; two persons appointed by the speaker of the
assembly; and one person appointed by the minority leader of the
assembly. Four of the members appointed by the governor shall be
appointed on the written recommendation of the mayor of the city of New
York. One of the directors shall be designated by the governor as chair
of the board of directors to serve as such at the pleasure of the
governor. Upon recommendation of the chair of the board of directors,
the board of directors shall appoint an executive director of the
corporation. Notwithstanding any general, special or local law
concerning the holding of dual offices, an officer or employee of the
state may be appointed as an officer or employee of the corporation, and
officers and employees of the state may be appointed as members of the
board of directors of the corporation, provided however, that the chair
of the board of directors shall not be an officer or employee of the
corporation, and the executive director of the corporation shall not be
a member of the board of directors.

2. Directors of the corporation shall be appointed for a term of three
years from the effective date of their appointments, provided, however,
that two persons first appointed by the governor other than the chair
shall have a two year term; three persons first appointed by the
governor other than the chair shall have a one year term; the four
persons appointed on the recommendation of the mayor of the city of New
York shall have a term coterminous with the term of office of the mayor
of the city of New York appointing them, one person first appointed by
the temporary president of the senate shall have a two year term; the
person first appointed by the minority leader of the senate shall have a
one year term; one person first appointed by the speaker of the assembly
shall have a two year term; and the person first appointed by the
minority leader of the assembly shall have a one year term except for
those appointed on the recommendation of the mayor whose terms shall
expire at the expiration of the term of the mayor appointing them. The
terms of office of their successors shall be three years. All directors
shall continue to hold office until their successors have been appointed
and qualified. If at any time there is a vacancy in the membership of
the board of directors by reason of death, resignation, disqualification
or otherwise, such vacancy shall be filled for the unexpired term in the
same manner as the original appointment.

3. A majority of the appointed voting membership of the board of
directors shall constitute a quorum for the transaction of any business
or the exercise of any power of the corporation. The powers of the
corporation shall be exercised, or may be delegated to one or more
directors, officers, agents or employees, by a majority of the appointed
voting membership of the board of directors. No vote at such meeting
shall be cast by proxy.

4. The directors, other than any officer of the corporation who also
serves as a director, shall serve without a salary or other
compensation, but each director shall be entitled to reimbursement for
expenses incurred in the performance of official duties.

5. The governor may remove any member of the board for cause, provided
that such member be first furnished with a list of charges against him
and given an opportunity to be heard, in person or by counsel, upon not
less than ten days' notice.

6. The fiscal year of the corporation shall end on the date on which
the fiscal year of the state ends.

7. The existence of the corporation shall continue until terminated by
law, provided, however, that no such law shall take effect so long as
the corporation shall have obligations outstanding, unless adequate
provision has been made for the payment thereof.