2023 New York Laws › PBA - Public Authorities › Article 10-C - New York Health Care Corporations › Title 4 - Roswell Park Cancer Institute Corporation Act › 3553 - Roswell Park Cancer Institute Corporation.

§  3553.  Roswell  Park Cancer Institute corporation.   1.(a) There is
hereby created a corporation to be known  as  the  Roswell  Park  Cancer
Institute  corporation  which  shall  be  a  body  corporate and politic
constituting a public corporation.
(b) The corporation shall be governed by fifteen voting directors  two
of  whom  shall be the commissioner of health who shall serve ex-officio
and the president of the corporation who shall serve ex-officio.   Seven
directors  shall  be  appointed  by the governor, two directors shall be
appointed by the majority leader of the senate, two directors  shall  be
appointed  by  the  speaker  of  the  assembly,  one  director  shall be
appointed by the minority leader of the senate and one director shall be
appointed by the minority leader of the assembly.
(c) The terms of the directors, other than the commissioner of  health
and  the  president  of the corporation, shall be three years, provided,
however, that the initial terms of the directors shall be as follows:
(i) four of the directors appointed by the governor, five years;
(ii) three of the directors appointed by the governor, four years;
(iii) one of the directors appointed by the senate majority leader and
one of the directors appointed by the  speaker  of  the  assembly,  five
years;
(iv)  one of the directors appointed by the senate majority leader and
one of the directors appointed by the  speaker  of  the  assembly,  four
years; and
(v)  the  directors  appointed by the senate and the assembly minority
leaders, three years. The commissioner of health and  the  president  of
the  corporation  shall serve as directors, ex-officio, only for so long
as they shall occupy such offices.
2. (a) All directors shall hold  office  until  their  successors  are
appointed and qualify.
(b) Vacancies occurring otherwise than by expiration of term of office
shall  be  filled  for  the  unexpired  terms in the manner provided for
original appointment.
(c) The directors of the corporation shall receive no compensation for
their services as directors, but  shall  be  reimbursed  for  all  their
actual  and  necessary expenses incurred in connection with the carrying
out of the purposes of this title.
(d)  The president of the corporation, sitting as director, shall  not
have  any vote respecting the compensation or benefits to be paid to him
or her.
(e)   Notwithstanding  any  inconsistent  provision  of  any  general,
special  or  local  law,  ordinance,  resolution or charter, no officer,
member or employee of the state  or  of  any  public  corporation  shall
forfeit  his  or  her  office  or  employment  by  reason  of his or her
acceptance of appointment as a director of the  corporation,  nor  shall
service  as  such  a director be deemed incompatible or in conflict with
such office or employment.
3. (a) The chairperson of the board of directors shall be appointed by
the governor; the president  of  the  corporation  shall  not  serve  as
chairperson.
(b)  The  powers  of  the  corporation shall be vested in and shall be
exercised by the board at a meeting duly called and held where a  quorum
of  eight  directors  is  present.    No  action  shall  be taken by the
corporation except pursuant to the favorable  vote  of  at  least  eight
directors present at the meeting at which such action is taken.
(c)   Any action required or permitted to be taken by the board or any
committee thereof may be taken without a meeting if all members  of  the
board  or  the  committee  consent  in  writing  to  the  adoption  of a
resolution authorizing the action.    The  resolution  and  the  written

consents thereto by the members of the board or committee shall be filed
with the minutes of the proceedings of the board or committee.
(d)  The members of the board or any committee thereof may participate
in  a  meeting  of  such  board  or  committee  by means of a conference
telephone or  similar  communications  equipment  allowing  all  persons
participating  in  the  meeting  to  hear  each  other at the same time;
participation by such means shall constitute presence  in  person  at  a
meeting.
(e) The board of directors shall establish a subcommittee of the board
responsible  for  inspections  of  and investigations within the Roswell
Park Cancer Institute, and  such  subcommittee  shall  not  include  the
president of the corporation nor the commissioner of health.
4.  The  directors  shall  select  and  shall determine the salary and
benefits of the president of the corporation. The directors  shall  have
the  authority  to  discharge  the  president  with  or  without  cause;
provided, however, that removal without cause shall  not  prejudice  the
contract rights, if any, of the president.
5.  The  corporation shall have a president, a secretary, a treasurer,
and such other officers as the board shall  from  time-to-time  provide;
such officers shall exercise the duties provided by the board or by this
chapter.
6.    The corporation and its corporate existence shall continue until
terminated by law, provided, however, that  no  such  termination  shall
take  effect  so  long  as  the  corporation  shall  have bonds or other
obligations outstanding unless adequate provision has been made for  the
payment  or  satisfaction  thereof. Upon termination of the existence of
the corporation, all of the rights and  properties  of  the  corporation
then  remaining  shall  pass  to and vest in the state in such manner as
prescribed by law.
7.   The corporation may avail itself  of  the  procedures  prescribed
under  section  one  hundred  four  of the general municipal law for the
utilization of the terms of state contracts,  and  the  corporation  may
utilize  the  terms  of  a  federal government general services contract
where the terms are to the advantage of the corporation  and  have  been
offered to the corporation by the contractor.
8.  (a)  For  purposes  of applying section eighty-seven of the public
officers law to the corporation or its  subsidiaries,  the  term  "trade
secrets"  shall include marketing strategy or strategic marketing plans,
analyses, evaluations and pricing strategies or pricing  commitments  of
the  corporation,  relating  to business development including strategic
alliances and contracts for managed care and other network arrangements,
capitation  contracts,  and  other  similar  arrangements,   which,   if
disclosed,  would  be  likely  to injure the competitive position of the
corporation.
(b) In addition to the matters listed in section one hundred  five  of
the  public  officers  law,  the  corporation  may  conduct an executive
session for the purpose of considering marketing strategy  or  strategic
marketing plans, analyses, evaluations and pricing strategies or pricing
commitments   of  the  corporation,  relating  to  business  development
including strategic alliances and contracts for managed care  and  other
network   arrangements,   capitation   contracts,   and   other  similar
arrangements relating to  business  development,  which,  if  disclosed,
would be likely to injure the competitive position of the corporation.