Section 20.09. Administration of a trust

1. A trust shall be administered
  by a board of trustees, all of whom shall be appointed  as  provided  by
  special  law.    The  number  of trustees, their qualifications, and the
  duration of their respective terms of office shall be set forth  in  the
  special law.
    2. The special law creating a trust may provide for the appointment of
  a  trustee  as chairman of the board of trustees and for the appointment
  of a trustee as president and chief executive officer of the trust.  The
  chairman  of the board of trustees and the president and chief executive
  officer of the trust shall  have  such  powers  and  duties  as  may  be
  prescribed by special law.
    3.  No  trustee  other  than the president and chief executive officer
  shall receive, directly or indirectly, any salary or other  compensation
  from  a  trust,  in  any  capacity.  Each  trustee  shall be entitled to
  reimbursement for his actual and  necessary  expenses  incurred  in  the
  performance of his duties as a trustee.  Each trustee shall be deemed to
  be   a   state  officer  for  purposes  of  sections  seventy-three  and
  seventy-four of the public officers law.   Notwithstanding  anything  to
  the  contrary  contained in any general, special or local law concerning
  the holding of dual offices, an officer or employee of the state or  any
  political  subdivision of the state, or any agency or instrumentality of
  the state or any such political subdivision, or any public  corporation,
  may  be  appointed  as president and chief executive officer of a trust,
  and such officers and employees may be appointed as  trustees.  No  such
  officer  or employee shall forfeit his office or employment by reason of
  his acceptance or appointment as a trustee, officer, employee  or  agent
  of  the trust. No more than one person serving on the board of trustees,
  or equivalent body, of  each  participating  cultural  institution  with
  which  the  trust  has  entered  into  a financing agreement shall serve
  concurrently on the board of trustees of a trust. Any trustee of a trust
  who is concurrently serving on the  board  of  trustees,  or  equivalent
  body,  of  a  participating  cultural  institution  shall  refrain  from
  participating in discussions or voting on  matters  pertaining  to  such
  participating  cultural  institution.  Each  trustee  may be removed for
  cause as provided by special law.
    4. Except as otherwise provided in this article or by special law, (a)
  a majority of the trustees then in office shall constitute a quorum  for
  the transaction of any business or the exercise of any power by a trust;
  and  (b) the powers of the trust shall be vested in, and be exercised by
  the affirmative vote of, a majority of  the  members  of  the  board  of
  trustees  present  at  a  meeting  at  which  a quorum is in attendance;
  provided, however, that any action required or permitted to be taken  at
  a meeting of the board of trustees may be taken without a meeting if all
  the  members  of the board of trustees then in office consent thereto in
  writing and provided further that one or more trustees  may  participate
  in  a meeting by means of conference telephone or similar communications
  equipment allowing all persons participating in the meeting to hear each
  other at the same time and participation by such means shall  constitute
  presence in person at a meeting. No trustee may vote by proxy. The trust
  may  delegate  to  one  or  more  of  its  trustees, officers, agents or
  employees such powers and duties as it may deem proper.
    5. The trustees, officers and  employees  of  a  trust  shall  not  be
  personally  liable  for any debt, obligation or liability incurred by or
  imposed upon the trust at any time.
    6. A trust may make payments to or on behalf of its trustees, officers
  and employees in accordance with and to the same extent as authorized by
  the provisions  of  sections  seven  hundred  twenty-one  through  seven
  hundred  twenty-six of the business corporation law as amended from time

  to time with the same effect as though  such  sections  applied  to  the
  trust,  its  trustees, officers and employees; provided, however, that a
  trust shall save harmless  and  indemnify  its  trustees,  officers  and
  employees   against  any  claim,  demand,  suit  or  judgment  based  on
  allegations that financial loss has been  sustained  by  any  person  in
  connection with the acquisition, disposition or holding of bonds, notes,
  securities or other obligations of a trust, or those of any other public
  corporation  if  such  loss  allegedly  resulted  from dealings with the
  trust, unless such trustee, officer or employee  is  found  by  a  final
  judicial  determination  not  to  have acted in good faith for a purpose
  which he reasonably believed to be in the best interests of the trust or
  not to have had reasonable cause to believe that his conduct was lawful;
  and provided further than no trustee, officer or employee of  the  trust
  shall  be  liable to any person other than the trust based solely on his
  or her conduct in the execution of such office, unless  the  conduct  of
  such  trustee,  officer or employee with respect to the person asserting
  liability constituted gross negligence or  was  intended  to  cause  the
  resulting  harm  to  the  person  asserting  such liability. A trust may
  procure  insurance  or  be  indemnified  with  respect  to  any  payment
  permitted  under this subdivision in such amounts and with such insurers
  or other persons as it deems desirable.