§ 502. Establishment of regional off-track betting corporations. 1. A
regional off-track betting corporation is hereby established for each
region, except the New York city region for which the New York city
off-track betting corporation established pursuant to and subject to
article six of this chapter shall constitute the regional corporation
and such article six shall govern such New York city off-track betting
corporation. Each regional corporation shall be a body corporate and
politic constituting a public benefit corporation. Each corporation
shall be administered by a board of directors consisting of two members
from each participating county containing a city of over one hundred
fifty thousand in population, according to the last federal census, and
one member from each other participating county. Notwithstanding any
other provision of law to the contrary, the members shall be appointed
by the county governing body, and may, at the discretion of such
governing body of counties which have a population of less than two
hundred thousand, include sitting members of such governing body. A
member of a governing body who is appointed a director after July first,
nineteen hundred ninety shall not be compensated by the regional
corporation; provided, however, that the mayor of a city of over one
hundred fifty thousand that has elected to participate in the management
of a corporation pursuant to subdivision two of this section shall, with
the approval of the city's legislative body, appoint one of the members
to which the county containing such city is entitled. In the case of the
corporation established for the Suffolk region and Nassau region, the
board of directors of each corporation shall consist of three members
appointed by the governing body of each county, not more than two of
whom shall be members of the same political party. Each director shall
serve at the pleasure of the governing body or mayor appointing him, as
the case may be. A chairman shall be elected by the members to serve a
term of one year.

2. A city with a population of more than one hundred fifty thousand,
according to the last federal census, may elect to participate in the
management and revenues of a regional corporation if the county in which
such city is located has elected to become a participating county. Such
election shall be by enabling legislation. Upon such election, such city
shall participate in the amount of any loans or contributions made or to
be made by the participating county containing the city to the
corporation, pursuant to section five hundred six of this article, in
the proportion that such city will participate in net revenues payable
to such county or such other equitable arrangement as shall be approved
by the commission.

3. Upon the passage of enabling legislation by the governing body of
not less than three counties within a region representing not less than
thirty percent of the population of such region, as determined by the
last federal census, or in the case of the Suffolk region, upon the
passage of enabling legislation by the governing body of Suffolk county,
or in the case of the Nassau region, upon the passage of enabling
legislation by the governing body of Nassau county, or in the case of
the Mid-Hudson region upon the passage of enabling legislation by the
governing body of the county of Westchester and of the governing body of
one other county in such region, and following the appointment of
members of the board of directors, such corporation shall file with the
secretary of state and with the commission a certificate setting forth:

a. The date of passage of the enabling legislation;

b. The name of the agency, which shall be the name of the region
followed by the words "regional off-track betting corporation"; and

c. The names of the members of the board of directors and the chair.

4. Each of the counties of the region that has not become a
participating county at the time of filing of the certificate required
by subdivision three of this section may do so by enacting enabling
legislation, a duly certified copy of which must be filed with the board
of directors, the commission, the secretary of state and the county
clerk of each participating county. In the event that a county elects to
participate after June first, nineteen hundred ninety, the effective
date of approval by the commission shall not be earlier than the date
that branch offices are established and operating. If, at the time of
such election, the commission has approved a plan of operation for the
corporation, a county may not become a participating county without
approval by the commission of a modified feasibility study and amended
plan of operation which shall be submitted by the corporation to the
commission pursuant to section five hundred twenty-one of this chapter.

If the participating counties in the region have contributed or loaned
funds or other consideration to the corporation, the board of directors
may require that any county subsequently electing to become a
participating county make such contributions in the same proportion, if
any, as may have governed such contributions or loans by participating
counties. Any dispute as to the value of consideration or as to a
contribution required by the board of directors shall be resolved by the
commission.

5. a. If the certificate required by subdivision three of this section
is not filed by December thirty-first, nineteen hundred seventy-five,
the corporate existence of a corporation shall terminate, but otherwise,
each corporation and its corporate existence shall continue until
terminated by law; provided, however, that no such law shall take effect
so long as the corporation shall have bonds, notes or other obligations
outstanding. Upon termination of the existence of the corporation all of
its rights, property, assets and funds shall thereupon vest in and be
possessed by the participating counties in the same proportion such
property, assets and funds may have been contributed by each county or
according to the manner in which the revenues of the corporation are
distributed pursuant to section five hundred sixteen of this article, or
any combination of both such methods, as the commission shall determine.

b. Notwithstanding the provisions of paragraph a of this subdivision,
those counties comprising the Central region prior to January first,
nineteen hundred seventy-four, even though such counties are included in
off-track betting regions other than the Central region, shall have
until December thirty-first, nineteen hundred eighty-two to file the
certificate required by subdivision three of this section.

6. Each director shall continue to serve until the appointment and
qualification of his successor.

7. The directors shall be removable for cause by the commission, upon
charges and after a hearing.

8. The powers of the corporation shall be vested in and exercised by
the board of directors at a meeting duly held at a time fixed by any
by-law adopted by the board, or at any duly adjourned meeting of such
meeting or at any meeting held upon reasonable notice to all of the
directors, or upon written waiver thereof, and a majority of the whole
number of directors shall constitute a quorum; provided that neither the
business nor the powers of the corporation shall be transacted or
exercised except pursuant to the favorable vote of at least a majority
of the directors present at a meeting at which a quorum is in
attendance.

9. The board of directors may delegate to one or more of the
directors, officers, agents or employees of the corporation such powers
and duties as it may deem proper.

10. a. The directors may receive a sum of two hundred fifty dollars
for each day or part thereof spent in attendance at meetings held in
accordance with subdivision eight of this section, but not to exceed
twenty-five hundred dollars during any one year.

b. The directors may receive a sum of one hundred dollars for each day
or part thereof at meetings other than those defined in subdivision
eight of this section or otherwise in the work of the corporation;
provided that such activities are approved by the board as a whole. Such
additional expenses shall not exceed fifteen hundred dollars in any
calendar year.

c. The chairman of the board elected in accordance with subdivision
one of this section shall receive additional compensation of one
thousand dollars per year to cover those expenses and activities
associated with such office.

d. In addition, the directors shall be reimbursed for their actual and
necessary expenses incurred in the performance of their official duties.

e. Any expenses incurred by a director in excess of those authorized
by paragraph d of this subdivision shall be the responsibility of the
appointing political subdivision, payable on vouchers certified or
approved by the chief fiscal officer of such political subdivision as is
provided by law.

11. The directors may engage in outside employment or in a profession
or business unless otherwise prohibited from doing so by virtue of
holding another public office subject to the provisions of article
eighteen of the general municipal law. For the purposes of such article
eighteen, the corporation shall be a "municipality" and a director shall
be a "municipal officer."

12. a. The board of directors shall hold an annual meeting and meet
not less than quarterly.

b. Each board member shall receive, not less than seven days in
advance of a meeting, documentation necessary to ensure knowledgeable
and engaged participation. Such documentation shall include material
relevant to each agenda item including background information of
discussion items, resolutions to be considered and associated documents,
a monthly financial statement which shall include an updated cash flow
statement and aged payable listing of industry payables, financial
statements, management reports, committee reports and compliance items.

c. Staff of the corporation shall annually submit to the board for
approval a financial plan accompanied by expenditure, revenue and cash
flow projections. The plan shall contain projection of revenues and
expenditures based on reasonable and appropriate assumptions and methods
of estimations, and shall provide that operations will be conducted
within the cash resources available. The financial plan shall also
include information regarding projected employment levels, collective
bargaining agreements and other actions relating to employee costs,
capital construction and such other matters as the board may direct.

d. Staff of the corporation shall prepare and submit to the board on a
quarterly basis a report of summarized budget data depicting overall
trends, by major category within funds, of actual revenues and budget
expenditures for the entire budget rather than individual line items, as
well as updated quarterly cash flow projections of receipts and
disbursements. Such reports shall compare revenue estimates and
appropriations as set forth in such budget and in the quarterly revenue
and expenditure projections submitted therewith, with the actual
revenues and expenditures made to date. Such reports shall also compare
actual receipts and disbursements with the estimates contained in the
cash flow projections, together with variances and their explanation.
All quarterly reports shall be accompanied by recommendations from the
president setting forth any remedial action necessary to resolve any
unfavorable budget variance including the overestimation of revenues and
the underestimation of appropriations. These reports shall be completed
within thirty days after the end of each quarter and shall be submitted
to the board by the corporation comptroller.

e. Revenue estimates and the financial plan shall be regularly
reexamined by the board and staff and shall provide a modified financial
plan in such detail and within such time periods as the board may
require. In the event of reductions in such revenue estimates, the board
shall consider and approve such adjustments in revenue estimates and
reductions in total expenditures as may be necessary to conform to such
revised revenue estimates or aggregate expenditure limitations.

13. The fiscal year of the corporation shall be the calendar year.

14. A general manager, who shall be the chief executive officer of the
corporation, shall be in charge of the administration of its affairs. He
shall perform his duties as chief executive officer, together with any
other duties assigned to him by the corporation, under its direct
supervision and control and shall give full time to such duties.

15. Any person prohibited by any law or rule from accepting
compensation described in subdivision ten of this section shall
nonetheless be permitted to serve as a director provided said person
waives his compensation.

16. Notwithstanding any inconsistent provision of this chapter or any
other law, any director, administrator, or other employee of a
corporation may be issued and hold any license issued by the commission.