2006 New York Code - 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 senior 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 senior 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;  and  (f)  adopt a defense and indemnification policy and
  disclose such plan to any and all prospective board members;
    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 board member, including the chairperson, shall serve as a public
  authority's chief executive officer, executive director, chief financial
  officer,  comptroller,  or hold any other equivalent position while also
  serving as a member of the board.
    4. Board members of each state  and  local  authority,  or  subsidiary
  thereof,   shall  establish  an  audit  committee  to  be  comprised  of
  independent members. 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. To the extent practicable, members of the audit committee should 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
  independent members. 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  update
  the   authority's   corporate   governance  principles;  and  to  advise
  appointing  authorities  on  the  skills  and  experiences  required  of
  potential board members.