§ 3011. Administration of a municipal assistance corporation. 1.
Unless otherwise provided in a special law, a municipal assistance
corporation shall be administered by a board of directors appointed by
the governor with the advice and consent of the senate. The number and
qualifications of such directors and their terms of office shall be set
forth by a special law. The comptroller of the state of New York, or his
representative shall be entitled to attend and participate in the
meetings of the board of directors but shall have no vote.

2. The governor shall designate as chairman one of the directors
appointed by him. The chairman shall preside over all meetings of the
board of directors and shall have such other duties as may be prescribed
by the board of directors.

3. The directors of a municipal assistance corporation shall serve
without salary or other compensation, but each director shall be
entitled to reimbursement for actual and necessary expenses incurred in
the performance of his or her official duties as a director of the
corporation. The directors, except as otherwise provided by law, may
engage in private employment, or in a profession or business. The
directors of a municipal assistance corporation shall be deemed to be
state officers for the purposes of sections seventy-three and
seventy-four of the public officers law. Notwithstanding such provisions
of the public officers law or of any other law, a municipal assistance
corporation or any other state instrumentality (including any state
agency, trust fund or public benefit corporation) 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 director of such municipal assistance corporation has a financial
interest, direct or indirect, and a municipal assistance corporation may
engage in any such transaction with any other such state instrumentality
with which any director of such municipal assistance corporation is
affiliated as a state officer or employee, provided that such interest
or affiliation is disclosed to such other state instrumentality and to
the municipal assistance corporation, and, in the case of transactions
with the municipal assistance corporation, such interest or affiliation
is disclosed in the minutes of the board of directors of the municipal
assistance corporation, and provided further that no director having
such a financial interest or affiliation shall participate in any
decision of the board of directors of the municipal assistance
corporation authorizing or affecting such transaction.

4. A special law may provide for the appointment of one or more
representatives to the board of directors. Such representative shall be
entitled to receive notice of and to attend the meetings of the board of
directors but shall not be entitled to vote. Such representative shall
be entitled to reimbursement for his actual and necessary expenses
incurred in the performance of his official duties as a representative
to the corporation but shall not be entitled to a per diem allowance,
unless specifically provided in the special law.

5. Notwithstanding any inconsistent provisions of law, general,
special or local, no officer or employee of the state, or political
division of the state, any governmental entity operating any public
school or college or other public agency or instrumentality or unit of
government which exercises governmental powers under the laws of the
state, shall forfeit his office or employment by reason of his
acceptance or appointment as a director, officer, employee or agent of a
municipal assistance corporation nor shall service as such director,
officer, employee or agent of a municipal assistance corporation be
deemed incompatible or in conflict with such office or employment.

6. Except as otherwise provided by special law, a majority of the
whole number of authorized directors shall constitute a quorum for the
transaction of any business and shall be required for the taking of any
action or for the exercise of any power by the board of directors of a
municipal assistance corporation. No vote at such meeting shall be cast
by proxy. A municipal assistance corporation may delegate to one or more
of its directors, or officers, agents and employees, such powers and
duties as the directors may deem proper.

7. A municipal assistance corporation may appoint such officers,
employees and agents as it may require, prescribe their duties and fix
their compensation.