2013 New York Consolidated Laws
PML - Racing, Pari-Mutuel Wagering and Breeding Law
Article 2 - (201 - 257) 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 three years from its date of
  creation.  The board shall propose, no less than one hundred eighty days
  prior to its termination, recommendations to the governor and the  state

  legislature   representing   a   statutory   plan  for  the  prospective
  not-for-profit governing structure of The New York  Racing  Association,
  Inc.
    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.