NY Not for Profit Corp L § 1605 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 16 - Land Banks 1605 - Board of Directors.

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