Section 213. Board of directors  


Latest version.
  • 1.  All  the  corporate  powers of such
      corporation shall be exercised by a board of directors consisting  of  a
      maximum  of  thirty persons, all of whom shall be of full age, residents
      of the state and at least one-half of whom  shall  be  citizens  of  the
      United States.
        2.  The  president  of such corporation, who shall be appointed by the
      board, shall serve as a director.
        3. At each annual meeting of such corporation,  the  members  of  such
      corporation  shall elect up to ten directors for a term of one year, who
      shall, to the extent possible, represent different economic  regions  as
      defined  in section two hundred eleven of this article. The exact number
      shall be established in the by-laws by the board of directors.  In  such
      elections, members of such corporation shall have one vote each.
        4.  At such annual meetings the stockholders of such corporation shall
      elect up to seven directors for a term  of  one  year  each.  The  exact
      number shall be established in the by-laws by the board of directors.
        5.  One  director  shall  be appointed by any of the entities that are
      members or stockholders of such  corporation  and  whose  membership  or
      stockholder  interest  meets  a minimum commitment as established in the
      by-laws by the board of directors.
        6. The directors elected by the members  and  the  stockholders  shall
      elect  three  additional directors: one representing minority interests,
      one representing women's interests, and  one  representing  regional  or
      local development corporations' interests.
        7.    The state commissioner of the department of economic development
      shall be a director exofficio.
        7-a. Two directors shall be appointed by the governor, who shall serve
      at the pleasure of the governor; one director shall be appointed by  the
      temporary  president  of  the senate, who shall serve at the pleasure of
      the temporary president; one director shall be appointed by  the  senate
      minority leader, who shall serve at the pleasure of the minority leader;
      and  one  appointed  by the assembly minority leader, who shall serve at
      the pleasure of the minority leader; and one director shall be appointed
      by the speaker of the assembly, who shall serve at the pleasure  of  the
      speaker.
        8.  If  any director shall lose his citizenship or shall cease to be a
      resident of the state, he shall immediately vacate  his  position  as  a
      director and such position shall thereupon be deemed vacant.
        9.  If  any  vacancy  occurs in the elected membership of the board of
      directors  through  death,  resignation  or  otherwise,  the   remaining
      directors  shall  elect  a person to fill such vacancy for the unexpired
      term.
        10. Upon the expiration of their terms, the  elected  directors  shall
      continue  as  such  until  their  successors  have been elected and have
      qualified.
        11. The board of directors shall elect one of its members as  chairman
      and  one  of  its  members  as  vice-chairman of such board, shall adopt
      by-laws  for  such  corporation,  and  may  appoint  such  officers  and
      employees as it deems advisable.