§ 3234. Administration of the corporation. 1. (a) The corporation
shall be administered by seven directors, one of whom shall be the
comptroller, one of whom shall be the director of the budget and five of
whom shall be appointed by the governor. The comptroller and the
director of the budget shall be entitled to designate a representative
or representatives to attend meetings of the board in their place, and
to vote or otherwise act on their behalf in their absence. Notice of
such designation shall be furnished in writing to the board by the
designating director. A representative shall serve at the pleasure of
the designating director during the director's term of office. A
representative shall not be authorized to delegate any of his or her
duties or functions to any other person. A director who is not a state
official shall serve for a term expiring at the end of the term actually
served by the officer making the appointment and may be removed for
cause by such officer after hearing on ten days notice.

(b) The secretary to the senate finance committee and the secretary to
the assembly ways and means committee shall be nonvoting representatives
who shall receive notice of and be entitled to attend all meetings of
the directors and who shall also receive the same supporting and other
documentation related to each vote to be taken by the directors at each
meeting as is provided to the directors, at the same time as it is
provided to the directors. The comments of the nonvoting representatives
shall be entered upon the record of the meeting.

2. The governor shall designate a chairperson and a vice-chairperson
from among the directors. The chairperson shall preside over all
meetings of the directors and shall have such other duties as the
directors or the corporation may direct. The vice-chairperson shall
preside over all meetings of the directors in the absence of the
chairperson and shall have such other duties as the directors of the
corporation may prescribe.

3. The directors of the corporation shall serve without salary, but
each director shall be reimbursed for actual necessary expenses incurred
in the performance of such director's official duties as a director of
the corporation. The directors of the corporation may engage in private
employment or in a profession or business if not otherwise prohibited
from so doing by virtue of any other public office.

4. Notwithstanding any inconsistent provisions of law, general,
special or local, no officer or employee of the state of New York, any
city, county, town or village, any other political or civil division of
the state, any municipality, any governmental entity operating any
public school or college, any school district or any other public agency
or instrumentality or unit of government which exercises governmental
powers under the laws of the state, shall forfeit office or employment
by reason of acceptance of appointment as a director, representative,
officer or agent of the corporation nor shall service as such director,
representative, officer or agent of the corporation be deemed
incompatible or in conflict with such office or employment.

5. A majority of the whole number of directors then in office shall
constitute a quorum for the transaction of any business or the exercise
of any power of the corporation. Except as otherwise specified in this
title, for the transaction of any business or the exercise of any power
of the corporation, the corporation shall have power to act by a
majority of the directors present at any meeting at which a quorum is in
attendance; provided that one or more directors may participate in a
meeting by means of conference telephone or similar communications
equipment allowing all directors participating in the meeting to hear
each other at the same time and participation by such means shall
constitute presence in person at a meeting. A unanimous vote of all
directors then in office shall be required for approval of a resolution
authorizing the issuance of bonds or notes or any supplemental or
amendatory resolution. The 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. Five days notice shall be given to
each director and nonvoting representative prior to any meeting of the
corporation.

6. On or before November fifteenth of each year, the corporation shall
submit a financial statement and a report of its activities for such
corporation's immediately preceding fiscal year to the governor, the
temporary president of the senate, the speaker of the assembly, the
comptroller, the chair of the senate finance committee and the chair of
the assembly ways and means committee.