NY Rac, Pari-Mut Wag & Breeding L § 207 (2021)
2021 New York Laws PML - Racing, Pari-Mutuel Wagering and Breeding Law Article 2 - Thoroughbred Racing and Breeding 207 - Board of Directors of a Franchise Corporation.

* §  207.  Board  of directors of a franchised corporation. 1.  a. The board of directors,  to  be  called  the  New  York  racing  association reorganization  board,  shall consist of seventeen members, five of whom shall be elected by the present class A directors of The New York Racing Association, Inc., eight to be appointed by  the  governor,  two  to  be appointed  by  the  temporary  president  of  the  senate  and two to be appointed by the speaker of the assembly.  (i) The governor shall nominate a member to serve as chair, subject to confirmation by majority vote of the  board  of  directors.  All  non-ex officio members shall have equal voting rights.  (ii)  In the event of a member vacancy occurring by death, resignation or otherwise,  the  respective  appointing  officer  or  officers  shall appoint  a  successor who shall hold office for the unexpired portion of the term. A vacancy from the members appointed from the present board of The New York Racing Association, Inc., shall be filled by the  remaining such members.   * b.   The  franchised  corporation  shall  establish  a  compensation committee to fix salary guidelines, such  guidelines  to  be  consistent with an operation of other first class thoroughbred racing operations in the  United  States; a finance committee, to review annual operating and capital  budgets  for  each  of  the  three  racetracks;  a   nominating committee,  to  nominate  any  new  directors  to  be  designated by the franchised  corporation  to  replace  its  existing  directors;  and  an executive  committee.  Each of the compensation, finance, nominating and executive committees  shall  include  at  least  one  of  the  directors appointed  by the governor, and the executive committee shall include at least one of the directors appointed by the temporary president  of  the senate and at least one of the directors appointed by the speaker of the assembly.   * NB There are 2 par b's   * b.  In addition to these voting members, the board shall have two ex officio members  to  advise  on  critical  economic  and  equine  health concerns  of  the  racing  industry,  one  appointed  by  the  New  York Thoroughbred  Breeders  Inc.,  and  one  appointed  by  the   New   York thoroughbred   horsemen's  association  (or  such  other  entity  as  is certified and approved pursuant to section two hundred  twenty-eight  of this article).   * NB There are 2 par b's   * c.  All  directors  shall  serve at the pleasure of their appointing authority.   * NB There are 2 par c's   * c. Upon the effective date of this paragraph, the structure  of  the board  of  the franchised corporation shall be deemed to be incorporated within and  made  part  of  the  certificate  of  incorporation  of  the franchised   corporation,  and  no  amendment  to  such  certificate  of incorporation shall be necessary to give effect to any  such  provision, and  any provision contained within such certificate inconsistent in any manner shall be superseded by the provisions of this section. Such board shall, however, make appropriate conforming  changes  to  all  governing documents  of  the  franchised  corporation including but not limited to corporate by-laws. Following such conforming changes, amendments to  the by-laws  of  the  franchised corporation shall only be made by unanimous vote of the board.   * NB There are 2 par c's   d. The board, which shall  become  effective  upon  appointment  of  a majority  of public members, shall terminate five years from its date of creation.    2. Members of the board of directors shall serve without  compensation for their services, but publicly appointed members of the board shall be entitled to reimbursement from the franchised corporation for actual and necessary expenses incurred in the performance of their official duties.   3.  Members of the board of directors, except as otherwise provided by law, may engage in private employment, or in a profession  or  business, however no member shall have any direct or indirect economic interest in any  video  lottery gaming facility, excluding incidental benefits based on purses or awards won in the ordinary conduct of racing operations, or any direct or indirect interest in any  development  undertaken  at  the racetracks of the state racing franchise.   4.  The  affirmative  vote  of  a  majority of members of the board of directors shall be necessary for the transaction of any business or  the exercise  of  any  power  or function of the franchised corporation. The franchised corporation may delegate on an annual basis to one or more of its members, or its officers,  agents  or  employees,  such  powers  and duties as it may deem proper.   5.  Each  voting  member  of  the board of directors of the franchised corporation shall annually make a written disclosure to the board of any interest held by the director, such director's spouse  or  unemancipated child,  in  any  entity  undertaking  business in the racing or breeding industry.  Such  interest  disclosure  shall  be  promptly  updated,  in writing, in the event of any material change.   The  board shall establish parameters for the reporting and disclosure of such director interests.   * NB Effective until the  appointment  of  a  majority  of  the  state franchise oversight board members   * §  207.  Board  of  directors of a franchised corporation. 1. a. The board of directors, to be called the New York racing association  board, shall  consist  of seventeen members who shall have equal voting rights: two appointed by the governor, two appointed by the temporary  president of  the  senate  and two appointed by the speaker of the assembly; eight appointed by the executive committee of the New York racing  association reorganization  board  of directors constituted pursuant to chapter four hundred fifty-seven of the laws of  two  thousand  twelve,  which  shall continue to exist until such time as the appointments required hereunder are  made. The New York racing association will include knowledge of the marketplace and communities in which the  New  York  racing  association operates  as a factor in board selection; one who shall be the president and chief executive officer of the franchised  corporation,  ex  officio and  without term limitation; one appointed by the New York Thoroughbred Breeders,  Inc.;  and  one  appointed  by  the  New  York   thoroughbred horsemen's  association  representing  at least fifty-one percent of the horsemen using the facilities of the  franchised  corporation.  The  New York  racing  association  board  may  include  additional  ex  officio, non-voting members as appointed pursuant  to  a  majority  vote  of  the board.  All public appointed members of the board shall be a resident of New York state.  (i) The governor shall nominate a member to  serve  as  chair  for  an initial  term  of  three  years,  who shall serve at the pleasure of the governor, subject  to  confirmation  by  majority  vote  of  the  board. Thereafter,  the  board  shall  elect  its chair, who shall serve at the pleasure of the board, from among its members.  (ii) The term of voting membership on the New York racing  association board  shall  be  three years. Individual appointees shall be limited to serving as a voting member the lesser of  three  terms  or  nine  years. Notwithstanding  the foregoing, the initial term of one member appointed by each of the governor, temporary president of the senate, and  speaker  of  the  assembly,  the  member  appointed  by the New York thoroughbred horsemen's association,  and  the  member  appointed  by  the  New  York Thoroughbred   Breeders,  Inc.  shall  expire  March  thirty-first,  two thousand  eighteen;  the initial term of the remaining members appointed by each of the governor, temporary president of the senate, and  speaker of  the  assembly  and  two  members  appointed  by  the New York racing association reorganization board shall expire on March thirty-first, two thousand nineteen; and the remaining members shall serve full three-year terms.  (iii) In the event of a member vacancy occurring by death, resignation or otherwise,  the  respective  appointing  authority  shall  appoint  a successor  who  shall hold office for the unexpired portion of the term. In the case of  vacancies  among  members  appointed  by  the  executive committee  of  the  New  York racing association reorganization board of directors constituted pursuant to chapter four  hundred  fifty-seven  of the  laws  of two thousand twelve, appointments thereafter shall be made by the executive committee of the New York racing association  board  as constituted  by  the  chapter of the laws of two thousand seventeen that amended this section.   b. The franchised corporation shall establish a compensation committee to fix salary guidelines, such  guidelines  to  be  consistent  with  an operation  of  other  first  class thoroughbred racing operations in the United States; a finance and audit committee, to review annual operating and capital budgets for each of the three racetracks; a  nominating  and governance  committee, to nominate any new directors to be designated by the franchised corporation to replace  its  existing  directors  and  be responsible  for  all  issues affecting the governance of the franchised corporation;  an  equine  safety  committee  to  review  industry   best practices to improve the safety of horse racing of the three racetracks; a  racing  committee to address all issues related to racing operations; and  an  executive  committee.  Each  of  the   compensation,   finance, nominating  and  executive  committees shall include at least one public member from among the directors appointed by the governor.   c. Upon the effective date of this paragraph, the structure of the New York racing association board shall be deemed to be incorporated  within and  made  part  of  the  certificate of incorporation of the franchised corporation, and no amendment to such certificate of incorporation shall be necessary to give effect to any such  provision,  and  any  provision contained  within  such  certificate inconsistent in any manner shall be superseded by the provisions of this section. Such board shall, however, make appropriate conforming changes to all governing  documents  of  the franchised  corporation  including but not limited to corporate by-laws. Following such conforming changes, amendments  to  the  by-laws  of  the franchised  corporation  shall  be  made  only  by unanimous vote of the board.   2. Members of the  New  York  racing  association  board  shall  serve without  compensation  for  their  services,  but  shall  be entitled to reimbursement from the franchised corporation for actual  and  necessary expenses incurred in the performance of their duties for the board.   3.  Members  of  the  New  York  racing  association  board, except as otherwise provided by law, may engage in private  employment,  or  in  a profession  or  business,  however  no  member  shall have any direct or indirect  economic  interest  in  any  video  lottery  gaming  facility, excluding  incidental  benefits  based  on  purses  or awards won in the ordinary conduct  of  racing  operations,  or  any  direct  or  indirect interest  in  any  development undertaken at the racetracks of the state racing franchise including real estate development parcels as defined in the franchise agreement.    4. The affirmative vote of a majority  of  members  of  the  New  York racing  association  board shall be necessary for the transaction of any business or the exercise of any power  or  function  of  the  franchised corporation.  The franchised corporation may delegate on an annual basis to  one  or  more  of its members, or its officers, agents or employees, such powers and duties as it may deem proper.   5. Each voting member of the New York racing association board of  the franchised  corporation shall annually make a written disclosure to such board of any interest held by the director, such  director's  spouse  or unemancipated child, in any entity undertaking business in the racing or breeding  industry.  Such interest disclosure shall be promptly updated, in writing, in the event of any material change.   The New York racing association board shall establish  parameters  for the reporting and disclosure of such director interests.   6.  Each  voting  member  of  the  New  York  racing association board appointed by the executive committee of the New York racing  association reorganization  board  of  directors  shall  seek a racetrack management license issued by the gaming commission, any fees  for  which  shall  be waived  by the commission. No voting member of the board required by the foregoing to seek a racetrack management license may vote on  any  board matter until such license is issued.   7.  For  purposes  of  section two hundred twelve of this article, the establishment  of  The  New  York  Racing  Association,  Inc.  board  of directors  under this section shall not constitute the assumption of the franchise by a successor entity.   8. The franchise corporation shall not have  any  direct  or  indirect ownership, control, influence, or investment, in any franchise oversight board approved development or such alternative use as may be approved by the  franchise  oversight board conducted on the real estate development parcels as defined in the franchise agreement.   * NB Effective upon  the  appointment  of  a  majority  of  the  state franchise oversight board members