2023 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.