NY Pub Auth L § 2824 (2021)
2021 New York Laws PBA - Public Authorities Article 9 - General Provisions Title 2 - Boards of Public Authorities 2824 - Role and Responsibilities of Board Members.

§  2824.  Role and responsibilities of board members. 1. Board members   of state and local authorities shall (a) execute direct oversight of the   authority's chief executive and other management in  the  effective  and   ethical  management of the authority; (b) understand, review and monitor   the implementation of fundamental financial and management controls  and   operational decisions of the authority; (c) establish policies regarding   the payment of salary, compensation and reimbursements to, and establish   rules   for  the  time  and  attendance  of,  the  chief  executive  and   management; (d) adopt a code  of  ethics  applicable  to  each  officer,   director  and  employee  that,  at  a  minimum,  includes  the standards   established in section seventy-four of  the  public  officers  law;  (e)   establish   written  policies  and  procedures  on  personnel  including   policies  protecting   employees   from   retaliation   for   disclosing   information  concerning  acts of wrongdoing, misconduct, malfeasance, or   other inappropriate behavior by an  employee  or  board  member  of  the   authority, investments, travel, the acquisition of real property and the   disposition  of  real and personal property and the procurement of goods   and services;  (f)  adopt  a  defense  and  indemnification  policy  and   disclose such plan to any and all prospective board members; (g) perform   each  of  their  duties  as  board members, including but not limited to   those imposed by this section, in good faith and  with  that  degree  of   diligence,  care  and  skill  which an ordinarily prudent person in like   position would use  under  similar  circumstances,  and  may  take  into   consideration the views and policies of any elected official or body, or   other  person  and  ultimately  apply  independent  judgment in the best   interest of the authority, its mission and the public; (h) at  the  time   that  each  member  takes  and  subscribes his or her oath of office, or   within sixty days after the effective date  of  this  paragraph  if  the   member  has  already  taken  and  subscribed  his or her oath of office,   execute an acknowledgment, in the form  prescribed  by  the  authorities   budget office after consultation with the attorney general, in which the   board  member  acknowledges  that he or she understands his or her role,   and fiduciary responsibilities as set forth in  paragraph  (g)  of  this   subdivision, and acknowledges that he or she understands his or her duty   of   loyalty  and  care  to  the  organization  and  commitment  to  the   authority's mission and the public interest.2. Individuals appointed to the board  of  a  public  authority  shall   participate in state approved training regarding their legal, fiduciary,   financial  and  ethical  responsibilities  as  directors of an authority   within  one  year  of  appointment  to  a  board.  Board  members  shall   participate  in  such  continuing  training as may be required to remain   informed of best practices, regulatory and statutory changes relating to   the effective oversight of the management and  financial  activities  of   public authorities and to adhere to the highest standards of responsible   governance.3.  No chair who is also the chief executive officer shall participate   in determining the level of compensation or reimbursement, or  time  and   attendance rules for the position of chief executive officer.4.  Board  members  of  each  state and local authority, or subsidiary   thereof, shall establish an audit committee to be comprised of not  less   than  three  independent members, who shall constitute a majority on the   committee, and who shall possess the necessary skills to understand  the   duties  and functions of the audit committee; provided, however, that in   the event that a board has less  than  three  independent  members,  the   board  may  appoint  non-independent  members  to  the  audit committee,   provided that the independent members must constitute a majority of  the   members  of  the  audit  committee. The committee shall recommend to the   board the hiring of a certified independent  accounting  firm  for  such    authority,  establish the compensation to be paid to the accounting firm   and provide direct oversight of the performance of the independent audit   performed by the accounting firm hired for such purposes.5. Notwithstanding any provision of any general, special or local law,   municipal  charter  or ordinance to the contrary, no board of a state or   local authority shall, directly or  indirectly,  including  through  any   subsidiary,  extend  or  maintain  credit,  arrange for the extension of   credit, or renew an extension of credit, in the form of a personal  loan   to  or for any officer, board member or employee (or equivalent thereof)   of the authority.6. Members of the audit committee shall  be  familiar  with  corporate   financial and accounting practices.7.  Board  members  of  each  state and local authority, or subsidiary   thereof, shall establish a governance committee to be comprised  of  not   less  than three independent members, who shall constitute a majority on   the committee, and who shall possess the necessary skills to  understand   the duties and functions of the governance committee; provided, however,   that  in the event that a board has less than three independent members,   the  board  may  appoint  non-independent  members  to  the   governance   committee,  provided  that  the  independent  members  must constitute a   majority of the members of the governance committee.  It  shall  be  the   responsibility  of  the  members of the governance committee to keep the   board informed of current best governance practices; to review corporate   governance trends; to recommend updates  to  the  authority's  corporate   governance  principles;  to  advise appointing authorities on the skills   and experiences required of potential board members; to examine  ethical   and  conflict of interest issues; to perform board self-evaluations; and   to recommend by-laws which include rules and procedures for  conduct  of   board business.8.  Board  members  of  each  state and local authority, or subsidiary   thereof which issues debt, shall establish a  finance  committee  to  be   comprised  of  not  less  than  three  independent  members,  who  shall   constitute a majority on  the  committee,  and  who  shall  possess  the   necessary   skills  to  understand  the  duties  and  functions  of  the   committee; provided, however, that in the event that a  board  has  less   than  three  independent  members, the board may appoint non-independent   members to the finance committee, provided that the independent  members   must  constitute  a majority of the members of the finance committee. It   shall be the responsibility of the members of the finance  committee  to   review  proposals  for  the  issuance  of  debt by the authority and its   subsidiaries and make recommendations.