2023 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