N.Y. Racing, Pari-Mutuel Wagering and Breeding Law § 207

§ 207. Board of directors of a franchised corporation. 1. a. The\nboard of directors, to be called the New York racing association\nreorganization board, shall consist of seventeen members, five of whom\nshall be elected by the present class A directors of The New York Racing\nAssociation, Inc., eight to be appointed by the governor, two to be\nappointed by the temporary president of the senate and two to be\nappointed by the speaker of the assembly.\n (i) The governor shall nominate a member to serve as chair, subject to\nconfirmation by majority vote of the board of directors. All non-ex\nofficio members shall have equal voting rights.\n (ii) In the event of a member vacancy occurring by death, resignation\nor otherwise, the respective appointing officer or officers shall\nappoint a successor who shall hold office for the unexpired portion of\nthe term. A vacancy from the members appointed from the present board of\nThe New York Racing Association, Inc., shall be filled by the remaining\nsuch members.\n * b. The franchised corporation shall establish a compensation\ncommittee to fix salary guidelines, such guidelines to be consistent\nwith an operation of other first class thoroughbred racing operations in\nthe United States; a finance committee, to review annual operating and\ncapital budgets for each of the three racetracks; a nominating\ncommittee, to nominate any new directors to be designated by the\nfranchised corporation to replace its existing directors; and an\nexecutive committee. Each of the compensation, finance, nominating and\nexecutive committees shall include at least one of the directors\nappointed by the governor, and the executive committee shall include at\nleast one of the directors appointed by the temporary president of the\nsenate and at least one of the directors appointed by the speaker of the\nassembly.\n * NB There are 2 par b's\n * b. In addition to these voting members, the board shall have two ex\nofficio members to advise on critical economic and equine health\nconcerns of the racing industry, one appointed by the New York\nThoroughbred Breeders Inc., and one appointed by the New York\nthoroughbred horsemen's association (or such other entity as is\ncertified and approved pursuant to section two hundred twenty-eight of\nthis article).\n * NB There are 2 par b's\n * c. All directors shall serve at the pleasure of their appointing\nauthority.\n * NB There are 2 par c's\n * c. Upon the effective date of this paragraph, the structure of the\nboard of the franchised corporation shall be deemed to be incorporated\nwithin and made part of the certificate of incorporation of the\nfranchised corporation, and no amendment to such certificate of\nincorporation shall be necessary to give effect to any such provision,\nand any provision contained within such certificate inconsistent in any\nmanner shall be superseded by the provisions of this section. Such board\nshall, however, make appropriate conforming changes to all governing\ndocuments of the franchised corporation including but not limited to\ncorporate by-laws. Following such conforming changes, amendments to the\nby-laws of the franchised corporation shall only be made by unanimous\nvote of the board.\n * NB There are 2 par c's\n d. The board, which shall become effective upon appointment of a\nmajority of public members, shall terminate five years from its date of\ncreation.\n 2. Members of the board of directors shall serve without compensation\nfor their services, but publicly appointed members of the board shall be\nentitled to reimbursement from the franchised corporation for actual and\nnecessary expenses incurred in the performance of their official duties.\n 3. Members of the board of directors, except as otherwise provided by\nlaw, may engage in private employment, or in a profession or business,\nhowever no member shall have any direct or indirect economic interest in\nany video lottery gaming facility, excluding incidental benefits based\non purses or awards won in the ordinary conduct of racing operations, or\nany direct or indirect interest in any development undertaken at the\nracetracks of the state racing franchise.\n 4. The affirmative vote of a majority of members of the board of\ndirectors shall be necessary for the transaction of any business or the\nexercise of any power or function of the franchised corporation. The\nfranchised corporation may delegate on an annual basis to one or more of\nits members, or its officers, agents or employees, such powers and\nduties as it may deem proper.\n 5. Each voting member of the board of directors of the franchised\ncorporation shall annually make a written disclosure to the board of any\ninterest held by the director, such director's spouse or unemancipated\nchild, in any entity undertaking business in the racing or breeding\nindustry. Such interest disclosure shall be promptly updated, in\nwriting, in the event of any material change.\n The board shall establish parameters for the reporting and disclosure\nof such director interests.\n