N.Y. NPC Law § 1605 — New York Code / Act NPC / Article 16 / Section 1605
Board of directors
Status: in_force

§ 1605. Board of directors.\n  (a) (1) The initial size of the board shall be determined in\naccordance with section sixteen hundred three of this article. Unless\nrestricted by the actions or agreements specified in section sixteen\nhundred three of this article, the provisions of this section shall\napply.\n  (2) The size of the board may be adjusted in accordance with by-laws\nof the land bank.\n  (b) In the event that a land bank is created pursuant to an\nintergovernmental agreement in accordance with section sixteen hundred\nthree of this article, such intergovernmental cooperation agreement\nshall specify matters identified in paragraph (a) of section sixteen\nhundred three of this article; provided, however, that each foreclosing\ngovernmental unit shall have at least one appointment to the board.\n  (c) Any public officer shall be eligible to serve as a board member\nand the acceptance of the appointment shall neither terminate nor impair\nsuch public office. For purposes of this section, "public officer" shall\nmean a person who is elected to a municipal office. Any municipal\nemployee or appointed officer shall be eligible to serve as a board\nmember.\n  (d) The members of the board of directors shall select annually from\namong themselves a chairman, a vice-chairman, a treasurer, and such\nother officers as the board may determine, and shall establish their\nduties as may be regulated by rules adopted by the board.\n  (e) The board shall establish rules and requirements relative to the\nattendance and participation of members in its meetings, regular or\nspecial. Such rules and regulations may prescribe a procedure whereby,\nshould any member fail to comply with such rules and regulations, such\nmember may be disqualified and removed automatically from office by no\nless than a majority vote of the remaining members of the board, and\nthat member's position shall be vacant as of the first day of the next\ncalendar month. Any person removed under the provisions of this\nparagraph shall be ineligible for reappointment to the board, unless\nsuch reappointment is confirmed unanimously by the board.\n  (f) A vacancy on the board shall be filled in the same manner as the\noriginal appointment.\n  (g) Board members shall serve without compensation, shall have the\npower to organize and reorganize the executive, administrative,\nclerical, and other departments of the land bank and to fix the duties,\npowers, and compensation of all employees, agents, and consultants of\nthe land bank.  The board may reimburse any member for expenses actually\nincurred in the performance of duties on behalf of the land bank.\n  (h) The board shall meet in regular session according to a schedule\nadopted by the board, and also shall meet in special session as convened\nby the chairman or upon written notice signed by a majority of the\nmembers.\n  (i) A majority of the members of the board, not including vacancies,\nshall constitute a quorum for the conduct of business. All actions of\nthe board shall be approved by the affirmative vote of a majority of the\nmembers of that board present and voting; provided, however, no action\nof the board shall be authorized on the following matters unless\napproved by a majority of the total board membership:\n  (1) adoption of by-laws and other rules and regulations for conduct of\nthe land bank's business;\n  (2) hiring or firing of any employee or contractor of the land bank.\nThis function may, by majority vote of the total board membership, be\ndelegated to a specified officer or committee of the land bank, under\nsuch terms and conditions, and to the extent, that the board may\nspecify;\n  (3) the incurring of debt;\n  (4) adoption or amendment of the annual budget; and\n  (5) sale, lease, encumbrance, or alienation of real property,\nimprovements, or personal property.\n  (j) Members of a board shall not be liable personally on the bonds or\nother obligations of the land bank, and the rights of creditors shall be\nsolely against such land bank.\n  (k) Vote by proxy shall not be permitted. Any member may request a\nrecorded vote on any resolution or action of the land bank.\n  (l) Each director, officer and employee shall be a state officer or\nemployee for the purposes of sections seventy-three and seventy-four of\nthe public officers law.\n