§ 5. Membership council. (1) The corporation shall establish a
membership council which shall have the powers and duties specified
herein. The council shall consist of no less than fifteen nor more than
forty-five members. The members of the council shall be elected by vote
of the certificate holders as provided in subdivision two of this
section at the first annual meeting of such certificate holders and at
each annual meeting thereafter. If a vacancy occurs in the membership
council through death, resignation or otherwise, the remaining members
shall elect a person to fill such vacancy for the unexpired term.

(2) Corporations, trusts, associations, partnerships and individuals,
including without implied limitation, any banking institution, insurance
or surety company, labor union, employers' association, educational
institution, utility or railroad, located or authorized to do business
in New York may be admitted to membership in the corporation at any time
by action of the directors of the corporation. Membership shall be
evidenced by membership certificates in amounts of multiples of five
hundred dollars. Members shall pay such annual dues as shall be
determined by the directors of the corporation. Each member shall have
one vote for each five hundred dollars of stated value represented by
the membership certificates of such member. Each member entitled to vote
may vote by proxy. No voting rights shall arise with respect to any
payment or transfer which shall be made to the corporation in the form
of a contribution, bequest or devise.

(3) The membership council shall elect a chairman from among the
members of the council. The council shall meet at the call of the
chairman or on petition of any three members thereof. A majority of the
council shall constitute a quorum to transact the business of the
council. The council shall advise and assist the corporation in carrying
out its corporate purposes. It shall coordinate the activities and
programs of the corporation with business interests in the community and
shall seek to enlist the support and membership of such businesses and
of institutional lenders. The council shall have the following
additional duties:

(a) to cause such studies, research and investigations to be made as
it may deem advisable and necessary;

(b) to collect and compile information and data relating to the
planning and development of urban areas and the investment of private
capital therein;

(c) to recommend to the corporation the undertaking of specific
housing and industrial projects or any combination thereof;

(d) to assist and cooperate with municipalities and with civic and
planning associations in furtherance of the corporate purposes of the
corporation;

(e) to recommend to the directors of the corporation persons to serve
as directors of subsidiary corporations, pursuant to section nine of
this act.

(4) All actions of the membership council involving an estimated
expenditure of more than one thousand dollars shall be subject to the
approval of the directors of the corporation.