§ 2824. Role and responsibilities of board members. 1. Board members
of state and local authorities shall (a) execute direct oversight of the
authority's chief executive and other management in the effective and
ethical management of the authority; (b) understand, review and monitor
the implementation of fundamental financial and management controls and
operational decisions of the authority; (c) establish policies regarding
the payment of salary, compensation and reimbursements to, and establish
rules for the time and attendance of, the chief executive and
management; (d) adopt a code of ethics applicable to each officer,
director and employee that, at a minimum, includes the standards
established in section seventy-four of the public officers law; (e)
establish written policies and procedures on personnel 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; (f) adopt a defense and indemnification policy and
disclose such plan to any and all prospective board members; (g) 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 independent judgment in the best
interest of the authority, its mission and the public; (h) at the time
that each member takes and subscribes his or her oath of office, or
within sixty days after the effective date of this paragraph if the
member has already taken and subscribed his or her oath of office,
execute an acknowledgment, in the form prescribed by the authorities
budget office after consultation with the attorney general, in which the
board member acknowledges that he or she understands his or her role,
and fiduciary responsibilities as set forth in paragraph (g) of this
subdivision, and acknowledges that he or she understands his or her duty
of loyalty and care to the organization and commitment to the
authority's mission and the public interest.

2. Individuals appointed to the board of a public authority shall
participate in state approved training regarding their legal, fiduciary,
financial and ethical responsibilities as directors of an authority
within one year of appointment to a board. Board members shall
participate in such 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.

3. No chair who is also the chief executive officer shall participate
in determining the level of compensation or reimbursement, or time and
attendance rules for the position of chief executive officer.

4. Board members of each state and local authority, or subsidiary
thereof, shall establish an audit committee 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 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 constitute a majority of the
members of the audit committee. The committee shall recommend to the
board the hiring of a certified independent accounting firm for such
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.

5. Notwithstanding any provision of any general, special or local law,
municipal charter or ordinance to the contrary, no board of a state or
local authority shall, directly or indirectly, including through any
subsidiary, extend or maintain credit, arrange for the extension of
credit, or renew an extension of credit, in the form of a personal loan
to or for any officer, board member or employee (or equivalent thereof)
of the authority.

6. Members of the audit committee shall be familiar with corporate
financial and accounting practices.

7. Board members of each state and local authority, or subsidiary
thereof, shall establish a governance committee 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 governance 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 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 governance 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 appointing authorities 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.

8. Board members of each state and local authority, or subsidiary
thereof which issues debt, 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
necessary 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.