N.Y. PBA Law § 2534

§ 2534. Administration of the corporation. (1) The corporation shall\nbe administered by three directors, one of whom shall be the director of\nmanagement and budget. The remaining two directors shall be appointed by\nthe mayor, no more than one of whom may be a city official. Directors\nwho are not city officials shall serve for a term expiring at the end of\nthe term actually served by the officer making the appointment and may\nbe removed for cause by the mayor after hearing on ten days notice.\n (2) The mayor shall designate a chairman and a vice-chairman from\namong the directors. The chairman shall preside over all meetings of the\ndirectors and shall have such other duties as the directors or the\ncorporation may direct. The vice-chairman shall preside over all\nmeetings of the directors in the absence of the chairman and shall have\nsuch other duties as the directors of the corporation may prescribe.\n (3) The directors of the corporation shall serve without salary, but\neach director shall be reimbursed for actual and necessary expenses\nincurred in the performance of his official duties as a director of the\ncorporation. The directors of the corporation may engage in private\nemployment or in a profession or business (if not otherwise prohibited\nfrom so doing by virtue of any other public office), subject to the\nlimitations contained in sections seventy-three and seventy-four of the\npublic officers law. The corporation shall, for the purpose of such\nsections, be a "state agency" and the directors thereof shall be\n"officers" of the agency for the purpose of said sections.\n (4) Notwithstanding any inconsistent provisions of law, general,\nspecial or local, no officer or employee of the state of New York, any\ncity, county, town or village, any other political or civil division of\nthe state, any municipality, any governmental entity operating any\npublic school or college, any school district or any other public agency\nor instrumentality or unit of government which exercises governmental\npowers under the laws of the state, shall forfeit his office or\nemployment by reason of his acceptance of appointment as a director,\nofficer or agent of the corporation nor shall service as such director,\nofficer or agent of the corporation be deemed incompatible or in\nconflict with such office or employment.\n (5) A majority of the whole number of directors then in office shall\nconstitute a quorum for the transaction of any business or the exercise\nof any power of the corporation. Except as otherwise specified in this\ntitle, for the transaction of any business or the exercise of any power\nof the corporation, the corporation shall have power to act by a\nmajority of the directors present at any meeting at which a quorum is in\nattendance. The corporation may delegate to one or more of its\ndirectors, or officers, agents and employees, such powers and duties as\nthe directors may deem proper.\n (6) The corporation may appoint officers, employees and agents as it\nmay require and prescribe their duties and fix their compensation.\n (7) On or before November fifteenth of each year, the corporation\nshall submit a financial statement to the mayor, the state comptroller\nand the city comptroller, the state director of the budget and the city\ndirector of the budget, and to the city board of estimate and the city\ncouncil.\n