2017 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.