2023 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.