N.Y. Racing, Pari-Mutuel Wagering and Breeding Law § 207 – Board of directors of a franchised corporation

1. a. The board of directors, to be called the New York racing association reorganization board, shall consist of seventeen members, five of whom shall be elected by the present class A directors of The New York Racing Association, Inc., eight to be appointed by the governor, two to be appointed by the temporary president of the senate and two to be appointed by the speaker of the assembly.
1. (i) The governor shall nominate a member to serve as chair, subject to confirmation by majority vote of the board of directors. All non-ex officio members shall have equal voting rights.
2. (ii) In the event of a member vacancy occurring by death, resignation or otherwise, the respective appointing officer or officers shall appoint a successor who shall hold office for the unexpired portion of the term. A vacancy from the members appointed from the present board of The New York Racing Association, Inc., shall be filled by the remaining such members. * b. The franchised corporation shall establish a compensation committee to fix salary guidelines, such guidelines to be consistent with an operation of other first class thoroughbred racing operations in the United States; a finance committee, to review annual operating and capital budgets for each of the three racetracks; a nominating committee, to nominate any new directors to be designated by the franchised corporation to replace its existing directors; and an executive committee. Each of the compensation, finance, nominating and executive committees shall include at least one of the directors appointed by the governor, and the executive committee shall include at least one of the directors appointed by the temporary president of the senate and at least one of the directors appointed by the speaker of the assembly. * NB There are 2 par b's * b. In addition to these voting members, the board shall have two ex officio members to advise on critical economic and equine health concerns of the racing industry, one appointed by the New York Thoroughbred Breeders Inc., and one appointed by the New York thoroughbred horsemen's association (or such other entity as is certified and approved pursuant to section two hundred twenty-eight of this article). * NB There are 2 par b's * c. All directors shall serve at the pleasure of their appointing authority. * NB There are 2 par c's * c. Upon the effective date of this paragraph, the structure of the board of the franchised corporation shall be deemed to be incorporated within and made part of the certificate of incorporation of the franchised corporation, and no amendment to such certificate of incorporation shall be necessary to give effect to any such provision, and any provision contained within such certificate inconsistent in any manner shall be superseded by the provisions of this section. Such board shall, however, make appropriate conforming changes to all governing documents of the franchised corporation including but not limited to corporate by-laws. Following such conforming changes, amendments to the by-laws of the franchised corporation shall only be made by unanimous vote of the board. * NB There are 2 par c's d. The board, which shall become effective upon appointment of a majority of public members, shall terminate five years from its date of creation.
2. Members of the board of directors shall serve without compensation for their services, but publicly appointed members of the board shall be entitled to reimbursement from the franchised corporation for actual and necessary expenses incurred in the performance of their official duties.
3. Members of the board of directors, except as otherwise provided by law, may engage in private employment, or in a profession or business, however no member shall have any direct or indirect economic interest in any video lottery gaming facility, excluding incidental benefits based on purses or awards won in the ordinary conduct of racing operations, or any direct or indirect interest in any development undertaken at the racetracks of the state racing franchise.
4. The affirmative vote of a majority of members of the board of directors shall be necessary for the transaction of any business or the exercise of any power or function of the franchised corporation. The franchised corporation may delegate on an annual basis to one or more of its members, or its officers, agents or employees, such powers and duties as it may deem proper.
5. Each voting member of the board of directors of the franchised corporation shall annually make a written disclosure to the board of any interest held by the director, such director's spouse or unemancipated child, in any entity undertaking business in the racing or breeding industry. Such interest disclosure shall be promptly updated, in writing, in the event of any material change. The board shall establish parameters for the reporting and disclosure of such director interests.