§ 4. New York state urban development corporation. (1) There is hereby
created the New York state urban development corporation. The
corporation shall be a corporate governmental agency of the state,
constituting a political subdivision and public benefit corporation. Its
membership shall consist of nine directors as follows: the
superintendent of financial services, the chairman of the New York state
science and technology foundation, and seven directors to be appointed
by the governor with the advice and consent of the senate. From the
seven directors appointed by him, the governor shall designate the
chairman of the corporation and two others who shall all serve at the
pleasure of the governor. Of the four remaining directors, one of such
directors first appointed by the governor after the effective date of
this subdivision as amended shall serve for a term ending January first
next succeeding his appointment, one of such directors shall serve for a
term ending one year from such date, one of such directors shall serve
for a term ending two years from such date, and one of such directors
shall serve for a term ending three years from such date. Their
successors shall serve for terms of four years each. Directors shall
continue in office until their successors have been appointed and
qualified. In the event of a vacancy occurring in the office of a
director by death, resignation or otherwise, the governor shall appoint
a successor with the advice and consent of the senate to serve for the
balance of the unexpired term. The governor shall appoint the president
of the corporation, with the advice and consent of the senate, who shall
be the chief executive officer of the corporation and who shall serve at
the pleasure of the governor. Such president may be one of the directors
appointed by the governor.

(1-a) The superintendent of financial services and the chairman of the
New York state science and technology foundation each may designate a
person from his department to represent him at all meetings of the
corporation from which such director may be absent. Any representative
so designated shall have the power to attend and to vote at any meeting
of the corporation from which the director so designating him is absent,
with the same force and effect as if the director designating him were
present and voting. Such designation shall be by written notice filed
with the chairman of the corporation by the director making the
designation. The designation of each such person shall continue until
revoked at any time by written notice to the chairman by the director
making the designation. Such designation shall not limit the power of
the director making the designation to attend and vote in person at any
meeting of the corporation.

(2) The directors, other than the chairman, shall serve without salary
or other compensation, but each director, including the chairman, shall
be entitled to reimbursement for actual and necessary expenses incurred
in the performance of his or her official duties. Anything to the
contrary contained herein notwithstanding, the president of the
corporation, whether or not he or she is a director, and the chairman if
he or she is not the president shall be entitled to receive such salary
as the directors may determine for their services as chief executive
officer and chairman respectively.

(3) Such directors other than the superintendent of financial
services, the chairman of the New York state science and technology
foundation, and any director who serves as president of the corporation
may engage in private employment, or in a profession or business. The
corporation, its directors, officers and employees shall be subject to
the provisions of sections seventy-three and seventy-four of the public
officers law.

(3-a) The state shall save harmless and indemnify any person who shall
have served as a director, officer or employee of the corporation
against financial loss or litigation expense arising in connection with
any claim, demand, suit or judgment, or the defense thereof, based on a
cause of action, whenever accrued, involving allegations that pecuniary
harm was sustained by any person as a result of any transaction of the
corporation taking place on or after the effective date of the New York
state project finance agency act. In the event any such claim, demand,
suit or judgment shall occur, a director, officer or employee of the
corporation shall be saved harmless and indemnified by the state under
this subdivision unless such individual is found by a final judicial
determination not to have acted in good faith, for a purpose which he
reasonably believed to be in the best interests of the corporation or
not to have had reasonable cause to believe that his conduct was lawful.
In any suit described in the first sentence of this subdivision, any
director, officer or employee made a party defendant to such suit shall
be entitled to be represented by private counsel of his choice;
provided, however, that the attorney general is authorized, as a
condition to indemnification of the fees and expenses of such
representation, to require that appropriate groups of such individuals
be represented by the same counsel; and provided further, that with the
approval of the attorney general or of a court (obtained by application
substantially as provided in section seven hundred twenty-five of the
business corporation law), indemnification for such fees and expenses
shall be paid from time to time during the pendency of such suit. The
provisions of this subdivision shall be in addition to and shall not
supplant any indemnification or other benefits heretofore or hereafter
conferred upon directors, officers and employees of the corporation by
section seventeen of the public officers law, by action of the
corporation, or otherwise. The provisions of this subdivision shall
inure only to directors, officers and employees of the corporation,
shall not enlarge or diminish the rights of any other party, and shall
not impair, limit or modify the rights and obligations of any insurer
under any policy of insurance.

(4) The directors of the corporation shall serve ex officio as
directors of the corporation for urban development and research of New
York, created by the New York state urban development and research
corporation act, and of the urban development guarantee fund of New
York, created by the urban development guarantee fund of New York act.
The chairman of the corporation shall serve as chairman of the
corporation for urban development and research of New York and of the
urban development guarantee fund of New York.

(5) Notwithstanding any inconsistent provisions of law, general,
special or local, no officer or employee of the state or of any civil
division thereof, shall be deemed to have forfeited or shall forfeit his
office or employment by reason of his acceptance of membership on the
corporation created by this section; provided, however, a director who
holds such other public office or employment shall receive no additional
compensation or allowance for services rendered pursuant to this act,
but shall be entitled to reimbursement for his actual and necessary
expenses incurred in the performance of such services.

(6) The governor shall appoint a business advisory council for urban
development, to advise and make recommendations to the corporation with
respect to development policies and programs and to encourage maximum
participation in projects of the corporation by the private sector of
the economy, including members of the council and firms and corporations
with which they are affliated. Such council shall consist of not more
than twenty-five members, who shall serve at the pleasure of the
governor, and who shall be broadly representative of commerce and
industry, the financial community and the construction and housing
industries. Such members shall serve without salary, but shall be
entitled to reimbursement for their actual and necessary expenses
incurred in the performance of their duties.

(7) The corporation shall establish one or more community advisory
committees to consider and advise the corporation upon matters submitted
to them by the corporation concerning the development of any area or any
project, and may establish rules and regulations with respect to such
committees. The corporation or its successor shall publish and maintain
a list of all community advisory committee members, and community
advisory committee meeting agendas, materials, and minutes on its
website. Meeting agendas and materials shall be posted on such website
at least one business day in advance of community advisory committee
meetings. All upcoming meeting times and locations shall be posted on
such website at least one week in advance. Community advisory committee
meetings shall be accessible for the public to view and attend live. The
members of such community advisory committees shall serve, at the
pleasure of the corporation, without salary, but shall be entitled to
reimbursement for their actual and necessary expenses incurred in the
performance of their duties. Notwithstanding any inconsistent provision
of law, general, special or local, no officer or employee of the state
or of any civil division thereof, shall be deemed to have forfeited or
shall forfeit his or her office or employment by reason of his or her
acceptance of membership on such community advisory committee.

(8) The governor may remove any director appointed by him or her for
inefficiency, neglect of duty or misconduct in office after giving him
or her a copy of the charges against him or her, and an opportunity to
be heard, in person or by counsel, in his or her defense, upon not less
than ten days' notice. If any such director shall be removed, the
governor shall file in the office of the department of state a complete
statement of charges made against such director and his or her findings
thereon, together with a complete record of the proceeding. The
foregoing provisions shall not apply in the case of the chairperson and
any other director who serves at the pleasure of the governor.

(9) The 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 and other obligations
outstanding, unless adequate provision has been made for the payment
thereof in the documents securing the same. Upon termination of the
existence of the corporation, all its rights and properties shall pass
to and be vested in the state.

(10) A majority of the directors of the corporation then in office
shall constitute a quorum for the transaction of any business or the
exercise of any power or function of the corporation, except as
otherwise provided in section sixteen, subdivision two, hereof. The
corporation may delegate to one or more of its directors, or its
officers, agents and employees, such powers and duties as it may deem
proper.

(11) The corporation shall take affirmative action in working with
construction firms, contractors and subcontractors, labor unions and
manufacturing and industrial firms, to the end that residents of areas
in which projects are to be located shall be afforded participation in
the construction work on projects of the corporation, and in the
business operations of tenants and occupants of industrial projects
undertaken by the corporation.