Section 2562. Creation of the corporation

1. To effectuate the purposes and
  provisions  of  this  title,  there  is  hereby  created  the  "New York
  convention  center  operating  corporation",  which  shall  be  a   body
  corporate  and  politic  constituting  a public benefit corporation. The
  corporation's board of directors shall consist of twenty-one persons  to
  be  appointed  with  the  advice  and  consent  of the senate, including
  fifteen persons appointed by the governor; two persons appointed by  the
  temporary  president of the senate; one person appointed by the minority
  leader of the senate; two  persons  appointed  by  the  speaker  of  the
  assembly;  and  one  person  appointed  by  the  minority  leader of the
  assembly. Four of  the  members  appointed  by  the  governor  shall  be
  appointed  on the written recommendation of the mayor of the city of New
  York. One of the directors shall be designated by the governor as  chair
  of  the  board  of  directors  to  serve  as such at the pleasure of the
  governor. Upon recommendation of the chair of the  board  of  directors,
  the  board  of  directors  shall  appoint  an  executive director of the
  corporation.  Notwithstanding  any  general,  special   or   local   law
  concerning  the  holding  of dual offices, an officer or employee of the
  state may be appointed as an officer or employee of the corporation, and
  officers and employees of the state may be appointed as members  of  the
  board  of directors of the corporation, provided however, that the chair
  of the board of directors shall not be an officer  or  employee  of  the
  corporation,  and the executive director of the corporation shall not be
  a member of the board of directors.
    2. Directors of the corporation shall be appointed for a term of three
  years from the effective date of their appointments, provided,  however,
  that  two  persons  first appointed by the governor other than the chair
  shall have a two  year  term;  three  persons  first  appointed  by  the
  governor  other  than  the  chair  shall  have a one year term; the four
  persons appointed on the recommendation of the mayor of the city of  New
  York  shall have a term coterminous with the term of office of the mayor
  of the city of New York appointing them, one person first  appointed  by
  the  temporary  president  of the senate shall have a two year term; the
  person first appointed by the minority leader of the senate shall have a
  one year term; one person first appointed by the speaker of the assembly
  shall have a two year term;  and  the  person  first  appointed  by  the
  minority  leader  of  the assembly shall have a one year term except for
  those appointed on the recommendation of the  mayor  whose  terms  shall
  expire  at  the expiration of the term of the mayor appointing them. The
  terms of office of their successors shall be three years. All  directors
  shall continue to hold office until their successors have been appointed
  and  qualified.  If  at any time there is a vacancy in the membership of
  the board of directors by reason of death, resignation, disqualification
  or otherwise, such vacancy shall be filled for the unexpired term in the
  same manner as the original appointment.
    3. A majority of the whole number of  the  members  of  the  board  of
  directors  shall constitute a quorum for the transaction of any business
  or the exercise of any power of  the  corporation.  The  powers  of  the
  corporation  shall  be  exercised,  or  may  be delegated to one or more
  directors, officers, agents or employees, by a  majority  of  the  whole
  number of the members of the board of directors. No vote at such meeting
  shall  be  cast  by proxy. For the purpose of this subdivision the words
  "whole number" shall be construed to mean the total  number  which  such
  board would have were there no vacancies and were none of the members of
  such board disqualified from acting.
    4.  The  directors, other than any officer of the corporation who also
  serves  as  a  director,  shall  serve  without  a   salary   or   other

  compensation,  but  each director shall be entitled to reimbursement for
  expenses incurred in the performance of official duties.
    5. The governor may remove any member of the board for cause, provided
  that  such  member be first furnished with a list of charges against him
  and given an opportunity to be heard, in person or by counsel, upon  not
  less than ten days' notice.
    6.  The  fiscal year of the corporation shall end on the date on which
  the fiscal year of the state ends.
    7. The existence of the corporation shall continue until terminated by
  law, provided, however, that no such law shall take effect  so  long  as
  the  corporation  shall  have  obligations  outstanding, unless adequate
  provision has been made for the payment thereof.