Section 3011. Administration of a municipal assistance corporation

1.
  Unless otherwise provided in  a  special  law,  a  municipal  assistance
  corporation  shall  be administered by a board of directors appointed by
  the governor with the advice and consent of the senate. The  number  and
  qualifications  of such directors and their terms of office shall be set
  forth by a special law. The comptroller of the state of New York, or his
  representative shall be  entitled  to  attend  and  participate  in  the
  meetings of the board of directors but shall have no vote.
    2.  The  governor  shall  designate  as  chairman one of the directors
  appointed by him. The chairman shall preside over all  meetings  of  the
  board of directors and shall have such other duties as may be prescribed
  by the board of directors.
    3.  The  directors  of  a municipal assistance corporation shall serve
  without salary  or  other  compensation,  but  each  director  shall  be
  entitled  to reimbursement for actual and necessary expenses incurred in
  the performance of his or her official  duties  as  a  director  of  the
  corporation.  The  directors,  except  as otherwise provided by law, may
  engage in private employment,  or  in  a  profession  or  business.  The
  directors  of  a  municipal assistance corporation shall be deemed to be
  state  officers  for  the  purposes  of   sections   seventy-three   and
  seventy-four of the public officers law. Notwithstanding such provisions
  of  the  public officers law or of any other law, a municipal assistance
  corporation or any other  state  instrumentality  (including  any  state
  agency,  trust  fund  or  public benefit corporation) may purchase from,
  sell to, borrow from, loan to, contract with or otherwise deal with  any
  corporation,  trust,  association,  partnership or other entity in which
  any director of such municipal assistance corporation  has  a  financial
  interest, direct or indirect, and a municipal assistance corporation may
  engage in any such transaction with any other such state instrumentality
  with  which  any  director  of  such municipal assistance corporation is
  affiliated as a state officer or employee, provided that  such  interest
  or  affiliation  is disclosed to such other state instrumentality and to
  the municipal assistance corporation, and, in the case  of  transactions
  with  the municipal assistance corporation, such interest or affiliation
  is disclosed in the minutes of the board of directors of  the  municipal
  assistance  corporation,  and  provided  further that no director having
  such a financial  interest  or  affiliation  shall  participate  in  any
  decision   of  the  board  of  directors  of  the  municipal  assistance
  corporation authorizing or affecting such transaction.
    4. A special law may provide  for  the  appointment  of  one  or  more
  representatives  to the board of directors. Such representative shall be
  entitled to receive notice of and to attend the meetings of the board of
  directors but shall not be entitled to vote. Such  representative  shall
  be  entitled  to  reimbursement  for  his  actual and necessary expenses
  incurred in the performance of his official duties as  a  representative
  to  the  corporation  but shall not be entitled to a per diem allowance,
  unless specifically provided in the special law.
    5.  Notwithstanding  any  inconsistent  provisions  of  law,  general,
  special  or  local,  no  officer  or employee of the state, or political
  division of the state, any  governmental  entity  operating  any  public
  school  or  college or other public agency or instrumentality or unit of
  government which exercises governmental powers under  the  laws  of  the
  state,  shall  forfeit  his  office  or  employment  by  reason  of  his
  acceptance or appointment as a director, officer, employee or agent of a
  municipal assistance corporation nor shall  service  as  such  director,
  officer,  employee  or  agent  of  a municipal assistance corporation be
  deemed incompatible or in conflict with such office or employment.

    6. Except as otherwise provided by special  law,  a  majority  of  the
  whole  number  of authorized directors shall constitute a quorum for the
  transaction of any business and shall be required for the taking of  any
  action  or  for the exercise of any power by the board of directors of a
  municipal  assistance corporation. No vote at such meeting shall be cast
  by proxy. A municipal assistance corporation may delegate to one or more
  of its directors, or officers, agents and  employees,  such  powers  and
  duties as the directors may deem proper.
    7.  A  municipal  assistance  corporation  may  appoint such officers,
  employees and agents as it may require, prescribe their duties  and  fix
  their compensation.