§ 3553. Roswell Park Cancer Institute corporation. 1.(a) There is
hereby created a corporation to be known as the Roswell Park Cancer
Institute corporation which shall be a body corporate and politic
constituting a public corporation.

(b) The corporation shall be governed by fifteen voting directors two
of whom shall be the commissioner of health who shall serve ex-officio
and the president of the corporation who shall serve ex-officio. Seven
directors shall be appointed by the governor, two directors shall be
appointed by the majority leader of the senate, two directors shall be
appointed by the speaker of the assembly, one director shall be
appointed by the minority leader of the senate and one director shall be
appointed by the minority leader of the assembly.

(c) The terms of the directors, other than the commissioner of health
and the president of the corporation, shall be three years, provided,
however, that the initial terms of the directors shall be as follows:

(i) four of the directors appointed by the governor, five years;

(ii) three of the directors appointed by the governor, four years;

(iii) one of the directors appointed by the senate majority leader and
one of the directors appointed by the speaker of the assembly, five
years;

(iv) one of the directors appointed by the senate majority leader and
one of the directors appointed by the speaker of the assembly, four
years; and

(v) the directors appointed by the senate and the assembly minority
leaders, three years. The commissioner of health and the president of
the corporation shall serve as directors, ex-officio, only for so long
as they shall occupy such offices.

2. (a) All directors shall hold office until their successors are
appointed and qualify.

(b) Vacancies occurring otherwise than by expiration of term of office
shall be filled for the unexpired terms in the manner provided for
original appointment.

(c) The directors of the corporation shall receive no compensation for
their services as directors, but shall be reimbursed for all their
actual and necessary expenses incurred in connection with the carrying
out of the purposes of this title.

(d) The president of the corporation, sitting as director, shall not
have any vote respecting the compensation or benefits to be paid to him
or her.

(e) Notwithstanding any inconsistent provision of any general,
special or local law, ordinance, resolution or charter, no officer,
member or employee of the state or of any public corporation shall
forfeit his or her office or employment by reason of his or her
acceptance of appointment as a director of the corporation, nor shall
service as such a director be deemed incompatible or in conflict with
such office or employment.

3. (a) The chairperson of the board of directors shall be appointed by
the governor; the president of the corporation shall not serve as
chairperson.

(b) The powers of the corporation shall be vested in and shall be
exercised by the board at a meeting duly called and held where a quorum
of eight directors is present. No action shall be taken by the
corporation except pursuant to the favorable vote of at least eight
directors present at the meeting at which such action is taken.

(c) Any action required or permitted to be taken by the board or any
committee thereof may be taken without a meeting if all members of the
board or the committee consent in writing to the adoption of a
resolution authorizing the action. The resolution and the written
consents thereto by the members of the board or committee shall be filed
with the minutes of the proceedings of the board or committee.

(d) The members of the board or any committee thereof may participate
in a meeting of such board or committee by means of a conference
telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time;
participation by such means shall constitute presence in person at a
meeting.

(e) The board of directors shall establish a subcommittee of the board
responsible for inspections of and investigations within the Roswell
Park Cancer Institute, and such subcommittee shall not include the
president of the corporation nor the commissioner of health.

4. The directors shall select and shall determine the salary and
benefits of the president of the corporation. The directors shall have
the authority to discharge the president with or without cause;
provided, however, that removal without cause shall not prejudice the
contract rights, if any, of the president.

5. The corporation shall have a president, a secretary, a treasurer,
and such other officers as the board shall from time-to-time provide;
such officers shall exercise the duties provided by the board or by this
chapter.

6. The corporation and its corporate existence shall continue until
terminated by law, provided, however, that no such termination shall
take effect so long as the corporation shall have bonds or other
obligations outstanding unless adequate provision has been made for the
payment or satisfaction thereof. Upon termination of the existence of
the corporation, all of the rights and properties of the corporation
then remaining shall pass to and vest in the state in such manner as
prescribed by law.

7. The corporation may avail itself of the procedures prescribed
under section one hundred four of the general municipal law for the
utilization of the terms of state contracts, and the corporation may
utilize the terms of a federal government general services contract
where the terms are to the advantage of the corporation and have been
offered to the corporation by the contractor.

8. (a) For purposes of applying section eighty-seven of the public
officers law to the corporation or its subsidiaries, the term "trade
secrets" shall include marketing strategy or strategic marketing plans,
analyses, evaluations and pricing strategies or pricing commitments of
the corporation, relating to business development including strategic
alliances and contracts for managed care and other network arrangements,
capitation contracts, and other similar arrangements, which, if
disclosed, would be likely to injure the competitive position of the
corporation.

(b) In addition to the matters listed in section one hundred five of
the public officers law, the corporation may conduct an executive
session for the purpose of considering marketing strategy or strategic
marketing plans, analyses, evaluations and pricing strategies or pricing
commitments of the corporation, relating to business development
including strategic alliances and contracts for managed care and other
network arrangements, capitation contracts, and other similar
arrangements relating to business development, which, if disclosed,
would be likely to injure the competitive position of the corporation.