Amd Arts IV, VII & XV-A, add Arts VII-B & VII-C, S1 of Chap 154 of 1921; amd S73-a, Pub Off L
Enacts the "port authority of New York and New Jersey transparency and accountability act of 2015"; relates to the functioning of the port authority as an open, transparent and accountable interstate public authority.
STATE OF NEW YORK
________________________________________________________________________
812
2015-2016 Regular Sessions
IN ASSEMBLY
January 7, 2015
___________
Introduced by M. of A. BRENNAN, CUSICK, TITONE, COOK, ROSENTHAL, MALLIO-
TAKIS, ROBINSON, KAVANAGH, ABINANTI, WEPRIN, BRONSON, ROZIC, OTIS,
AUBRY, BUCHWALD, TITUS, MILLER, CAMARA, GUNTHER -- Multi-Sponsored by
-- M. of A. ABBATE, ARROYO, BENEDETTO, BORELLI, BRAUNSTEIN, CLARK,
COLTON, CRESPO, GALEF, GLICK, GOLDFEDER, GOTTFRIED, JAFFEE, MAGEE,
MAGNARELLI, MARKEY, MAYER, MOSLEY, MOYA, ORTIZ, PAULIN, PERRY, RIVERA,
ROBERTS, RYAN, SCARBOROUGH, SCHIMEL, SIMOTAS, WRIGHT, ZEBROWSKI --
read once and referred to the Committee on Corporations, Authorities
and Commissions
AN ACT to amend chapter 154 of the laws of 1921, relating to the Port
Authority of New York and New Jersey and to amend the public officers
law, in relation to enacting the "port authority of New York and New
Jersey transparency and accountability act of 2015" and in relation to
the functioning of the port authority as an open, transparent and
accountable interstate public authority
The People of the State of New York, represented in Senate and Assem-bly, do enact as follows:
1 Section 1. Short title. This act shall be known and may be cited as
2 the "port authority of New York and New Jersey transparency and account-
3 ability act of 2015".
4 § 2. Article IV of section 1 of chapter 154 of the laws of 1921,
5 relating to the Port Authority of New York and New Jersey, as amended by
6 chapter 419 of the laws of 1930, is amended to read as follows:
7 ARTICLE IV
8 § 1. Commissioners. The port authority shall consist of twelve commis-
9 sioners, six resident voters from the state of New York, at least four
10 of whom shall be resident voters of the city of New York, and six resi-
11 dent voters from the state of New Jersey, at least four of whom shall be
12 resident voters within the New Jersey portion of the district, the New
13 York members to be chosen by the state of New York and the New Jersey
14 members by the state of New Jersey in the manner and for the terms fixed
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD07112-01-5
A. 812 2
1 and determined from time to time by the legislature of each state
2 respectively, except as herein provided. Each commissioner may be
3 removed or suspended from office as provided by the law of the state
4 from which he shall be appointed.
5 § 2. Role and responsibilities of commissioners. a. Commissioners
6 shall (1) execute direct oversight of the authority's chief executive
7 and other management in the effective and ethical management of the
8 authority; (2) understand, review and monitor the implementation of
9 fundamental financial and management controls and operational decisions
10 of the authority; (3) establish policies regarding the payment of sala-
11 ry, compensation and reimbursements to, and establish rules for the time
12 and attendance of, the chief executive and management; (4) adopt a code
13 of ethics applicable to each officer, director and employee that, at a
14 minimum, includes the applicable standards established in the ethics law
15 of both states; (5) establish written policies and procedures on person-
16 nel including policies protecting employees from retaliation for
17 disclosing information concerning acts of wrongdoing, misconduct,
18 malfeasance, or other inappropriate behavior by an employee or board
19 member of the authority, investments, travel, the acquisition of real
20 property and the disposition of real and personal property and the
21 procurement of goods and services; and (6) adopt a defense and indemni-
22 fication policy and disclose such plan to any and all prospective board
23 members.
24 b. (1) The commissioners shall perform each of their duties as board
25 members, including, but not limited to, those imposed by this section,
26 in good faith and with that degree of diligence, care and skill which an
27 ordinarily prudent person in like position would use under similar
28 circumstances, and may take into consideration the views and policies of
29 any elected official or body, or other person and ultimately apply inde-
30 pendent judgment in the best interest of the port authority, its mission
31 and the public.
32 (2) At the time that a commissioner takes and subscribes his or her
33 oath of office, or within sixty days after the effective date of this
34 paragraph if the commissioner has already taken and subscribed his or
35 her oath of office, the commissioner shall execute an acknowledgment, in
36 a form developed by the port authority, in which the commissioner shall,
37 at a minimum:
38 (i) acknowledge that he or she understands that a commissioner has a
39 fiduciary obligation to perform duties and responsibilities to the best
40 of his or her abilities, in good faith and with proper diligence and
41 care, consistent with the enabling compact, mission, and by-laws of the
42 port authority and the applicable laws of both states; and that the
43 fiduciary duty to the port authority is derived from and governed by its
44 mission;
45 (ii) acknowledge that he or she understands his or her duty of loyalty
46 and care to the authority and commitment to the port authority's mission
47 and the public interest; and his or her obligation to act in the best
48 interests of the port authority and the people whom the port authority
49 serves;
50 (iii) agree that a commissioner has an obligation to become knowledge-
51 able about the mission, purpose, functions, responsibilities, and statu-
52 tory duties of the port authority and, when necessary, to make reason-
53 able inquiry of management and others with knowledge and expertise so as
54 to inform his or her decisions;
55 (iv) agree to exercise independent judgment on all matters before the
56 board;
A. 812 3
1 (v) agree not to divulge confidential discussions and confidential
2 matters that come before the board for consideration or action;
3 (vi) agree to disclose to the board any conflicts, or the appearance
4 of a conflict, of a personal, financial, ethical, or professional nature
5 that could inhibit the commissioner from performing his or her duties in
6 good faith and with due diligence and care; and
7 (vii) certify that he or she does not have any interest, financial or
8 otherwise, direct or indirect, or engage in any business or transaction
9 or professional activity or incur any obligation of any nature, which is
10 in substantial conflict with the proper discharge of the commissioner's
11 duties in the public interest.
12 c. Individuals appointed to the board of commissioners shall partic-
13 ipate in training approved by the inspector general of the port authori-
14 ty regarding their legal, fiduciary, financial and ethical responsibil-
15 ities as directors of an authority within six months of appointment to
16 the authority. Board members shall participate in continuing training as
17 may be required to remain informed of best practices, regulatory and
18 statutory changes relating to the effective oversight of the management
19 and financial activities of public authorities and to adhere to the
20 highest standards of responsible governance.
21 d. No board member, including the chairperson, shall serve as the port
22 authority's chief executive officer, executive director, chief financial
23 officer, comptroller, or hold any other equivalent position while serv-
24 ing as a member of the board.
25 e. The board of commissioners shall establish an audit committee to be
26 comprised of not less than three independent members, who shall consti-
27 tute a majority on the committee, and who shall possess the necessary
28 skills to understand the duties and functions of the audit committee;
29 provided, however, that in the event that a board has less than three
30 independent members, the board may appoint non-independent members to
31 the audit committee, provided that the independent members must consti-
32 tute a majority of the members of the audit committee. Members of the
33 audit committee shall be familiar with corporate financial and account-
34 ing practices. The committee shall recommend to the board the hiring of
35 a certified independent accounting firm to audit the port authority,
36 establish the compensation to be paid to the accounting firm and provide
37 direct oversight of the performance of the independent audit performed
38 by the accounting firm hired for such purposes.
39 f. (1) The board of commissioners shall establish a governance commit-
40 tee to be comprised of not less than three independent members, who
41 shall constitute a majority on the committee, and who shall possess the
42 necessary skills to understand the duties and functions of the gover-
43 nance committee; provided, however, that in the event that a board has
44 less than three independent members, the board may appoint non-indepen-
45 dent members to the governance committee, provided that the independent
46 members must constitute a majority of the members of the governance
47 committee. It shall be the responsibility of the members of the gover-
48 nance committee to keep the board informed of current best governance
49 practices; to review corporate governance trends; to recommend updates
50 to the authority's corporate governance principles; to advise the port
51 authority on the skills and experiences required of potential board
52 members; to examine ethical and conflict of interest issues; to perform
53 board self-evaluations; and to recommend by-laws which include rules and
54 procedures for conduct of board business.
55 (2) The governance committee shall examine, at least annually, the
56 working and professional relationship between employees appointed by the
A. 812 4
1 governor of New York and those appointed by the governor of New Jersey
2 to ensure maximum communication, coordination and cooperation among and
3 between such employees. The committee shall report its findings and
4 recommendations to the full board at the first board meeting of each
5 calendar year.
6 g. The board of commissioners shall establish a finance committee to
7 be comprised of not less than three independent members, who shall
8 constitute a majority on the committee, and who shall possess the neces-
9 sary skills to understand the duties and functions of the committee;
10 provided, however, that in the event that a board has less than three
11 independent members, the board may appoint non-independent members to
12 the finance committee, provided that the independent members must
13 constitute a majority of the members of the finance committee. It shall
14 be the responsibility of the members of the finance committee to review
15 proposals for the issuance of debt by the authority and its subsidiaries
16 and make recommendations.
17 h. For the purposes of this section, an independent member is one who:
18 (1) is not, and in the past two years has not been, employed by the
19 port authority or an affiliate in an executive capacity;
20 (2) is not, and in the past two years has not been, employed by an
21 entity that received remuneration valued at more than fifteen thousand
22 dollars for goods and services provided to the port authority or
23 received any other form of financial assistance valued at more than
24 fifteen thousand dollars from the port authority;
25 (3) is not a relative of an executive officer or employee in an execu-
26 tive position of the port authority or an affiliate; and
27 (4) is not, and in the past two years has not been, a lobbyist regis-
28 tered under a state or local law and paid by a client to influence the
29 management decisions, contract awards, rate determinations or any other
30 similar actions of the port authority or an affiliate.
31 i. Notwithstanding any provision of any general, special or local law,
32 municipal charter or ordinance to the contrary, the board shall not,
33 directly or indirectly, including through any subsidiary, extend or
34 maintain credit, arrange for the extension of credit, or renew an exten-
35 sion of credit, in the form of a personal loan to or for any officer,
36 board member or employee, or equivalent thereof, of the port authority.
37 j. (1) A board member shall not vote on or participate in any board or
38 committee discussions with respect to any agenda item if the board
39 member, a member of the board member's immediate family, or a business
40 organization in which the board member has an interest, has a direct or
41 indirect financial involvement that may reasonably be expected to impair
42 the board member's objectivity or independence of judgment or to create
43 the appearance of impropriety. Such board member shall be recused from
44 any discussions or voting on the agenda item. A board member shall
45 clearly indicate the board member's recusal from voting on an agenda
46 item and the minutes shall clearly reflect that recusal.
47 (2) For the purposes of this subdivision, the terms:
48 (a) "immediate family" shall mean: a spouse, domestic partner, partner
49 in a civil union, son, daughter, grandson, granddaughter, father, moth-
50 er, grandfather, grandmother, great-grandfather, great-grandmother,
51 brother, sister, nephew, niece, uncle or aunt. Relatives by adoption,
52 half-blood, marriage or remarriage shall be treated as relatives of the
53 whole kinship; and
54 (b) "interest" shall mean: (i) if the business organization is a part-
55 nership, the board member or the board member's immediate family is a
56 partner or owner of 10 percent or more of the assets of the partnership,
A. 812 5
1 or (ii) if the business organization is a corporation, the board member
2 or the board member's immediate family owns or controls 10 percent or
3 more of the stock of the corporation, or serves as a director or officer
4 of the corporation.
5 § 3. Article VII of section 1 of chapter 154 of the laws of 1921,
6 relating to the Port Authority of New York and New Jersey, is amended to
7 read as follows:
8 ARTICLE VII.
9 The port authority shall have such additional powers and duties as may
10 hereafter be delegated to or imposed upon it from time to time by the
11 action of the legislature of either state concurred in by the legisla-
12 ture of the other. Unless and until otherwise provided, it shall make an
13 annual report to the legislature of both states pursuant to section
14 three of article VII-B of this act, setting forth in detail the oper-
15 ations and transactions conducted by it pursuant to this agreement and
16 any legislation thereunder. The port authority shall not pledge the
17 credit of either state except by and with the authority of the legisla-
18 ture thereof.
19 § 4. Chapter 154 of the laws of 1921, relating to the Port Authority
20 of New York and New Jersey, is amended by adding two new articles VII-B
21 and VII-C to read as follows:
22 ARTICLE VII-B
23 § 1. Additional powers, duties and responsibilities. In addition to
24 the powers and duties set forth in article VII of this act, the port
25 authority shall have the following powers, duties and responsibilities
26 set forth in this article.
27 § 2. Disposition of property. a. Definitions. For the purposes of
28 this article, unless a different meaning is required by the context:
29 (1) "Contracting officer" shall mean the officer or employee of the
30 port authority who shall be appointed by resolution of the board of the
31 port authority to be responsible for the disposition of property.
32 (2) "Dispose" or "disposal" shall mean transfer of title or any other
33 beneficial interest in personal or real property in accordance with
34 subdivision c of this section.
35 (3) "Property" shall mean personal property in excess of five thousand
36 dollars in value, real property, and any inchoate or other interest in
37 such property, to the extent that such interest may be conveyed to
38 another person for any purpose, excluding an interest securing a loan or
39 other financial obligation of another party.
40 b. Duties of the port authority with respect to the disposal of prop-
41 erty. (1) The port authority shall adopt by resolution comprehensive
42 guidelines which shall (a) detail the authority's operative policy and
43 instructions regarding the use, awarding, monitoring and reporting of
44 contracts for the disposal of property, and (b) designate a contracting
45 officer who shall be responsible for the authority's compliance with,
46 and enforcement of, such guidelines. Such guidelines shall be consistent
47 with, and shall require the authority's contracting activities to comply
48 with this section, the authority's enabling legislation and any other
49 applicable law for the disposal of property, except that such guidelines
50 may be stricter than the provisions of this section, the authority's
51 enabling legislation and any other applicable law for the disposal of
52 property if the authority determines that additional safeguards are
53 necessary to assure the integrity of its disposition activities. Guide-
54 lines approved by the authority shall be annually reviewed and approved
55 by the board of commissioners of the authority. On or before the thir-
56 ty-first day of March in each year, the authority shall file with the
A. 812 6
1 state comptroller of each state a copy of the guidelines most recently
2 reviewed and approved by the authority, including the name of the
3 authority's designated contracting officer. At the time of filing such
4 guidelines with the state comptroller, the authority shall also post
5 such guidelines on the authority's internet website. Guidelines posted
6 on the authority's internet website shall be maintained on such website
7 at least until the procurement guidelines for the following year are
8 posted on such website.
9 (2) The port authority shall:
10 (a) maintain adequate inventory controls and accountability systems
11 for all property under its control;
12 (b) periodically inventory such property to determine which property
13 shall be disposed of;
14 (c) produce a written report of such property in accordance with para-
15 graph three of this subdivision;
16 (d) transfer or dispose of such property as promptly as possible in
17 accordance with subdivision c of this section.
18 (3)(a) The port authority shall publish, not less frequently than
19 annually, a report listing all real property of the authority. Such
20 report shall include a list and full description of all real and
21 personal property disposed of during such period. The report shall
22 contain the price received by the authority and the name of the purchas-
23 er for all such property sold by the authority during such period.
24 (b) The port authority shall deliver copies of such report to the
25 governor, state comptroller, and the legislature of each state.
26 c. Disposal of port authority property. (1) Supervision and direction.
27 Except as otherwise provided in this section, the contracting officer
28 designated by the port authority shall have supervision and direction
29 over the disposition of property of the authority.
30 (2) Custody and control. The custody and control of the property of
31 the port authority, pending its disposition, and the disposal of such
32 property, shall be performed by the authority.
33 (3) Method of disposition. Subject to subdivision b of this section,
34 the port authority may dispose of property for not less than the fair
35 market value of such property by sale, exchange, or transfer, for cash,
36 credit, or other property, with or without warranty, and upon such other
37 terms and conditions as the contracting officer deems proper, and it may
38 execute such documents for the transfer of title or other interest in
39 property and take such other action as it deems necessary or proper to
40 dispose of such property under the provisions of this section.
41 Provided, however, that no disposition of real property, or any interest
42 in real property, shall be made unless an appraisal of the value of such
43 property has been made by an independent appraiser and included in the
44 record of the transaction, and, provided further, that no disposition of
45 any other property, which because of its unique nature or the unique
46 circumstances of the proposed transaction is not readily valued by
47 reference to an active market for similar property, shall be made with-
48 out a similar appraisal.
49 (4) Validity of deed, bill of sale, lease, or other instrument. A
50 deed, bill of sale, lease, or other instrument executed by or on behalf
51 of the port authority, purporting to transfer title or any other inter-
52 est in property of the authority under this section shall be conclusive
53 evidence of compliance with the provisions of this section insofar as
54 concerns title or other interest of any bona fide grantee or transferee
55 who has given valuable consideration for such title or other interest
A. 812 7
1 and has not received actual or constructive notice of lack of such
2 compliance prior to the closing.
3 (5) Bids for disposal; advertising; procedure; disposal by negoti-
4 ation; explanatory statement. (a) All disposals or contracts for
5 disposal of property of the port authority made or authorized by the
6 contracting officer shall be made after publicly advertising for bids
7 except as provided in subparagraph (c) of this paragraph.
8 (b) Whenever public advertising for bids is required under subpara-
9 graph (a) of this paragraph:
10 (i) the advertisement for bids shall be made at such time prior to the
11 disposal or contract, through such methods, and on such terms and condi-
12 tions as shall permit full and free competition consistent with the
13 value and nature of the property;
14 (ii) all bids shall be publicly disclosed at the time and place stated
15 in the advertisement; and
16 (iii) the award shall be made with reasonable promptness by notice to
17 the responsible bidder whose bid, conforming to the invitation for bids,
18 will be most advantageous to the port authority, price and other factors
19 considered; provided, that all bids may be rejected when it is in the
20 public interest to do so.
21 (c) Disposals and contracts for disposal of property may be negotiated
22 or made by public auction without regard to subparagraphs (a) and (b) of
23 this paragraph but subject to obtaining such competition as is feasible
24 under the circumstances, if:
25 (i) the personal property involved has qualities separate from the
26 utilitarian purpose of such property, such as artistic quality, antiqui-
27 ty, historical significance, rarity, or other quality of similar effect,
28 that would tend to increase its value, or if the personal property is to
29 be sold in such quantity that, if it were disposed of under subpara-
30 graphs (a) and (b) of this paragraph, would adversely affect the state
31 or local market for such property, and the estimated fair market value
32 of such property and other satisfactory terms of disposal can be
33 obtained by negotiation;
34 (ii) the fair market value of the property does not exceed fifteen
35 thousand dollars;
36 (iii) bid prices after advertising therefor are not reasonable, either
37 as to all or some part of the property, or have not been independently
38 arrived at in open competition;
39 (iv) the disposal will be to the state or any political subdivision,
40 and the estimated fair market value of the property and other satisfac-
41 tory terms of disposal are obtained by negotiation;
42 (v) under those circumstances permitted by paragraph six of this
43 subdivision; or
44 (vi) such action is otherwise authorized by law.
45 (d)(i) An explanatory statement shall be prepared of the circumstances
46 of each disposal by negotiation of:
47 (A) any personal property which has an estimated fair market value in
48 excess of fifteen thousand dollars;
49 (B) any real property that has an estimated fair market value in
50 excess of one hundred thousand dollars, except that any real property
51 disposed of by lease or exchange shall only be subject to subclauses (C)
52 and (D) of this clause;
53 (C) any real property disposed of by lease, if the estimated annual
54 rent over the term of the lease is in excess of fifteen thousand
55 dollars;
A. 812 8
1 (D) any real property or real and related personal property disposed
2 of by exchange, regardless of value, or any property any part of the
3 consideration for which is real property.
4 (ii) Each such statement shall be transmitted to the persons entitled
5 to receive copies of the report required under subdivision b of this
6 section not less than ninety days in advance of such disposal, and a
7 copy thereof shall be preserved in the files of the port authority.
8 (6) Disposal of property for less than fair market value. (a) No asset
9 owned, leased or otherwise in the control of the port authority may be
10 sold, leased, or otherwise alienated for less than its fair market value
11 except if:
12 (i) the transferee is a government or other public entity, and the
13 terms and conditions of the transfer require that the ownership and use
14 of the asset will remain with the government or any other public entity;
15 (ii) the purpose of the transfer is within the purpose, mission or
16 governing statute of the port authority; or
17 (iii) in the event the port authority seeks to transfer an asset for
18 less than its fair market value to other than a governmental entity,
19 which disposal would not be consistent with the authority's mission,
20 purpose or governing statutes, such authority shall provide written
21 notification thereof to the governor of each state, and such proposed
22 transfer shall be subject to denial by either governor. Denial by the
23 governor shall take the form of a signed certification by the governor.
24 The governor shall take any such action within sixty days of receiving
25 notification of such proposed transfer. If no such certification is
26 performed within sixty days of such notification of the proposed trans-
27 fer to the governor, the authority may effectuate such transfer.
28 (b) In the event a below fair market value asset transfer is proposed,
29 the following information must be provided to the board of commissioners
30 and the public:
31 (i) a full description of the asset;
32 (ii) an appraisal of the fair market value of the asset and any other
33 information establishing the fair market value sought by the board;
34 (iii) a description of the purpose of the transfer, and a reasonable
35 statement of the kind and amount of the benefit to the public resulting
36 from the transfer, including but not limited to the kind, number,
37 location, wages or salaries of jobs created or preserved as required by
38 the transfer, the benefits, if any, to the communities in which the
39 asset is situated as are required by the transfer;
40 (iv) a statement of the value to be received compared to the fair
41 market value;
42 (v) the names of any private parties participating in the transfer,
43 and if different than the statement required by clause (iv) of this
44 subparagraph, a statement of the value to the private party; and
45 (vi) the names of other private parties who have made an offer for
46 such asset, the value offered, and the purpose for which the asset was
47 sought to be used.
48 (c) Before approving the disposal of any property for less than fair
49 market value, the board of commissioners shall consider the information
50 described in subparagraph (b) of this paragraph and make a written
51 determination that there is no reasonable alternative to the proposed
52 below-market transfer that would achieve the same purpose of such trans-
53 fer.
54 § 3. Annual report. a. The port authority shall submit to the gover-
55 nor, the state comptroller and the legislature of each state, within
56 ninety days after the end of its fiscal year, a complete and detailed
A. 812 9
1 report or reports setting forth: (1) its operations and accomplishments;
2 (2) its financial reports certified by the chair and vice-chair of the
3 board; and the executive director, deputy executive director and chief
4 financial officer of the port authority, including (a) audited finan-
5 cials in accordance with generally accepted accounting principles, known
6 as GAAP, and the accounting standards issued by the governmental
7 accounting standards board, known as GASB, (b) grant and subsidy
8 programs, (c) operating and financial risks, (d) current ratings, if
9 any, of its bonds issued by recognized bond rating agencies and notice
10 of changes in such ratings, and (e) long-term liabilities, including
11 leases and employee benefit plans; (3) a schedule of its bonds and notes
12 outstanding at the end of its fiscal year, together with a statement of
13 the amounts redeemed and incurred during such fiscal year as part of a
14 schedule of debt issuance that includes the date of issuance, term,
15 amount, interest rate and means of repayment. Additionally, the debt
16 schedule shall include all refinancings, calls, refundings, defeasements
17 and interest rate exchange or other such agreements, and for any debt
18 issued during the reporting year, the schedule shall also include a
19 detailed list of costs of issuance for such debt; (4) a compensation
20 schedule that shall include, by position, title and name of the person
21 holding such position or title, the salary, compensation, allowance
22 and/or benefits provided to any officer, director or employee in a deci-
23 sion making or managerial position of such authority whose salary is in
24 excess of one hundred thousand dollars; (5) biographical information,
25 not including confidential personal information, for all directors and
26 officers and employees for whom salary reporting is required; (6) the
27 projects undertaken by such authority during the past year; (7) a list-
28 ing and description, in addition to the report required by subparagraph
29 (c) of paragraph two of subdivision b of section two of this article, of
30 all real property of the authority having an estimated fair market value
31 in excess of fifteen thousand dollars that the authority acquires or
32 disposes of during such period. The report shall contain the price
33 received or paid by the authority and the name of the purchaser or sell-
34 er for all such property sold or bought by the authority during such
35 period; (8) such authority's code of ethics; (9) an assessment of the
36 effectiveness of its internal control structure and procedures; (10) a
37 description of the authority and its board structure, including (a)
38 names of committees and committee members, (b) lists of board meetings
39 and attendance, (c) descriptions of major authority units, subsidiaries,
40 and (d) number of employees; (11) its charter, if any, and by-laws; (12)
41 a listing of material changes in operations and programs during the
42 reporting year; (13) at a minimum a four-year financial plan, including
43 (a) a current and projected capital budget, and (b) an operating budget
44 report, including an actual versus estimated budget, with an analysis
45 and measurement of financial and operating performance; (14) its board
46 performance evaluations; provided, however, that such evaluations shall
47 not be subject to disclosure under the freedom of information laws of
48 each state; (15) a description of the total amounts of assets, services
49 or both assets and services bought or sold without competitive bidding,
50 including (a) the nature of those assets and services, (b) the names of
51 the counterparties, and (c) where the contract price for assets
52 purchased exceeds fair market value, or where the contract price for
53 assets sold is less than fair market value, a detailed explanation of
54 the justification for making the purchase or sale without competitive
55 bidding, and a certification by the chief executive officer and chief
56 financial officer of the port authority that they have reviewed the
A. 812 10
1 terms of such purchase or sale and determined that it complies with
2 applicable law and procurement guidelines; and (16) a description of any
3 material pending litigation in which the port authority is involved as a
4 party during the reporting year.
5 b. The port authority shall make accessible to the public, via its
6 official or shared internet web site, documentation pertaining to its
7 mission, current activities, most recent annual financial reports,
8 current year budget and its most recent independent audit report unless
9 such information is exempt from disclosure pursuant to either state's
10 freedom of information laws.
11 c. Every financial report submitted under this section shall be
12 approved by the board and shall be certified in writing by the chair and
13 vice-chair of the board; and the executive director, deputy executive
14 director and chief financial officer of the port authority, that based
15 on the officer's knowledge (1) the information provided therein is accu-
16 rate, correct and does not contain any untrue statement of material
17 fact; (2) does not omit any material fact which, if omitted, would cause
18 the financial statements to be misleading in light of the circumstances
19 under which such statements are made; and (3) fairly presents in all
20 material respects the financial condition and results of operations of
21 the authority as of, and for, the periods presented in the financial
22 statements.
23 § 4. Independent audits and audit reports. a. The port authority shall
24 submit to the governor, the state comptroller, and the legislature of
25 each state, together with the report described in section three of this
26 article, a copy of the annual independent audit report, performed by a
27 certified public accounting firm in accordance with generally accepted
28 auditing standards, and management letter and any other external exam-
29 ination of the books and accounts of the authority.
30 b. Each certified independent public accounting firm that performs any
31 audit required by this article shall timely report to the audit commit-
32 tee of such authority: (1) all critical accounting policies and prac-
33 tices to be used; (2) all alternative treatments of financial informa-
34 tion within generally accepted accounting principles that have been
35 discussed with management officials of the port authority, ramifications
36 of the use of such alternative disclosures and treatments, and the
37 treatment preferred by the certified independent public accounting firm;
38 and (3) other material written communications between the certified
39 independent public accounting firm and the management of the authority,
40 including as the management letter along with management's response or
41 plan of corrective action, material corrections identified or schedule
42 of unadjusted differences, where applicable.
43 c. Notwithstanding any other provision of law to the contrary, the
44 certified independent public accounting firm providing such authority's
45 annual independent audit will be prohibited in providing audit services
46 to the authority if the lead or coordinating audit partner having prima-
47 ry responsibility for the audit, or the audit partner responsible for
48 reviewing the audit, has performed audit services for that issuer in
49 each of the five previous fiscal years of such authority.
50 d. The certified independent public accounting firm performing the
51 port authority's audit shall be prohibited from performing any non-audit
52 services to such authority contemporaneously with the audit, unless
53 receiving previous written approval by the audit committee including:
54 (1) bookkeeping or other services related to the accounting records or
55 financial statements of such authority; (2) financial information
56 systems design and implementation; (3) appraisal or valuation services,
A. 812 11
1 fairness opinions, or contribution-in-kind reports; (4) actuarial
2 services; (5) internal audit outsourcing services; (6) management func-
3 tions or human services; (7) broker or dealer, investment advisor, or
4 investment banking services; and (8) legal services and expert services
5 unrelated to the audit.
6 e. It shall be prohibited for any certified independent public
7 accounting firm to perform for the port authority any audit service if
8 the chief executive officer, comptroller, chief financial officer, chief
9 accounting officer, or any other person serving in an equivalent posi-
10 tion for the authority, was employed by that certified independent
11 public accounting firm and participated in any capacity in the audit of
12 the authority during the one year period preceding the date of the
13 initiation of the audit.
14 f. Notwithstanding any provision of law to the contrary, the port
15 authority may exempt information from disclosure or report, if the coun-
16 sel of such authority deems that such information is covered by either
17 state's freedom of information laws.
18 § 5. Whistleblower access and assistance program. a. Definitions.
19 (1) "Attorney general" shall mean the attorney general of the state of
20 New York and the attorney general of the state of New Jersey.
21 (2) "Employees" means those persons employed at the port authority,
22 including but not limited to: full-time and part-time employees, those
23 employees on probation, and temporary employees.
24 (3) "Inspector general" shall mean the inspector general of the port
25 authority.
26 (4) "Whistleblower" shall mean any employee of the port authority who
27 discloses information concerning acts of wrongdoing, misconduct, malfea-
28 sance, or other inappropriate behavior by an employee or board member of
29 the authority, concerning the authority's investments, travel, acquisi-
30 tion of real or personal property, the disposition of real or personal
31 property and the procurement of goods and services.
32 b. The inspector general, after consultation with the attorney general
33 of both states shall develop a whistleblower access and assistance
34 program which shall include, but not be limited to:
35 (1) evaluating and commenting on whistleblower programs and policies
36 by board of commissioners pursuant to paragraph five of subdivision a of
37 section two of article IV of this act;
38 (2) establishing toll-free telephone and facsimile lines available to
39 employees;
40 (3) offering advice regarding employee rights under applicable state
41 and federal laws and advice and options available to all persons; and
42 (4) offering an opportunity for employees to identify concerns regard-
43 ing any issue at the port authority.
44 c. Any communications between an employee and the inspector general
45 pursuant to this section shall be held strictly confidential by the
46 inspector general, unless the employee specifically waives in writing
47 the right to confidentiality, except that such confidentiality shall not
48 exempt the inspector general from disclosing such information, where
49 appropriate, to any law enforcement authority.
50 d. The port authority shall not fire, discharge, demote, suspend,
51 threaten, harass or discriminate against an employee because of the
52 employee's role as a whistleblower, insofar as the actions taken by the
53 employee are legal.
54 § 6. Lobbying contacts. a. Definitions. As used in this article:
55 (1) "lobbyist" shall have the same meaning as defined in the laws or,
56 rules or regulations of either state.
A. 812 12
1 (2) "lobbying" shall mean and include any attempt to influence:
2 (a) the adoption or rejection of any rule or regulation having the
3 force and effect of law by the port authority,
4 (b) the outcome of any proceeding by the port authority to establish,
5 levy or collect fees, tolls, charges or fares, and
6 (c) the authorization, approval or award of any agreements, contracts
7 or purchase orders, including any settlement of port authority claims;
8 or any extension, amendment or modification of any existing agreement,
9 contract or order.
10 (3) "contact" shall mean any conversation, in person or by telephonic
11 or other electronic means, or correspondence between any lobbyist
12 engaged in the act of lobbying and any person within the port authority
13 who can make or influence a decision on the subject of the lobbying on
14 behalf of the authority, and shall include, at a minimum, all members of
15 the board of commissioners and all officers of the port authority.
16 b. The port authority shall maintain a record of all lobbying contacts
17 made with such authority.
18 c. Every board member, officer or employee of the port authority who
19 is contacted by a lobbyist shall make a contemporaneous record of such
20 contact containing the day and time of the contact, the identity of the
21 lobbyist and a general summary of the substance of the contact.
22 d. The port authority shall adopt a policy implementing the require-
23 ments of this section within one hundred eighty days of the effective
24 date of this article. Such policy shall appoint an officer to whom all
25 such records shall be delivered. Such officer shall maintain such
26 records for not less than seven years in a filing system designed to
27 organize such records in a manner so as to make such records useful to
28 determine whether the decisions of the authority were influenced by
29 lobbying contacts.
30 § 7. Inspector general. a. Establishment and organization. (1) There
31 is hereby established the office of the inspector general in the port
32 authority. The head of the office shall be the inspector general who
33 shall be appointed by, and report to, the board of commissioners of the
34 port authority.
35 (2) The inspector general shall hold office at the discretion of the
36 board of commissioners and until his or her successor is appointed and
37 has qualified.
38 (3) The inspector general may appoint one or more deputy inspectors
39 general to serve at his or her pleasure, who shall be responsible for
40 conducting audits and investigations in the port authority.
41 b. Functions and duties. The inspector general shall have the follow-
42 ing duties and responsibilities:
43 (1) receive and investigate complaints from any source, or upon his or
44 her own initiative, concerning allegations of corruption, fraud, crimi-
45 nal activity, conflicts of interest or abuse in the port authority or
46 its subsidiaries;
47 (2) inform the board of commissioners and executive director of such
48 allegations and the progress of investigations related thereto, unless
49 special circumstances require confidentiality;
50 (3) determine with respect to such allegations whether disciplinary
51 action, civil or criminal prosecution, or further investigation by an
52 appropriate federal, state or local agency is warranted, and to assist
53 in such investigations;
54 (4) prepare and release to the public written reports of such investi-
55 gations, as appropriate and to the extent permitted by law, subject to
56 redaction to protect the confidentiality of witnesses. The release of
A. 812 13
1 all or portions of such reports may be deferred to protect the confiden-
2 tiality of ongoing investigations;
3 (5) review and examine periodically the policies and procedures of the
4 port authority with regard to the prevention and detection of
5 corruption, fraud, criminal activity, conflicts of interest or abuse;
6 (6) recommend remedial action to prevent or eliminate corruption,
7 fraud, criminal activity, conflicts of interest or abuse;
8 (7) establish programs for training port authority officers and
9 employees regarding the prevention and elimination of corruption, fraud,
10 criminal activity, conflicts of interest or abuse.
11 c. Powers. The inspector general shall have the power to:
12 (1) subpoena and enforce the attendance of witnesses;
13 (2) administer oaths or affirmations and examine witnesses under oath;
14 (3) require the production of any books and papers deemed relevant or
15 material to any investigation, examination or review;
16 (4) notwithstanding any law to the contrary, examine and copy or
17 remove documents or records of any kind prepared, maintained or held by
18 the port authority and its subsidiaries;
19 (5) require any officer or employee of the port authority or its
20 subsidiaries to answer questions concerning any matter related to the
21 performance of his or her official duties. No statement or other
22 evidence derived therefrom may be used against such officer or employee
23 in any subsequent criminal prosecution other than for perjury or
24 contempt arising from such testimony. The refusal of any officer or
25 employee to answer questions shall be cause for removal from office or
26 employment or other appropriate penalty;
27 (6) monitor the implementation by the port authority of any recommen-
28 dations made by the inspector general;
29 (7) perform any other functions that are necessary or appropriate to
30 fulfill the duties and responsibilities of office.
31 d. Responsibilities of port authority officers and employees. Every
32 officer or employee in the port authority and its subsidiaries shall
33 report promptly to the inspector general any information concerning
34 corruption, fraud, criminal activity, conflicts of interest or abuse by
35 another port authority officer or employee relating to his or her office
36 or employment, or by a person having business dealings with the port
37 authority relating to those dealings. The knowing failure of any officer
38 or employee to so report shall be cause for removal from office or
39 employment or other appropriate penalty. Any officer or employee who
40 acts pursuant to this section by reporting to the inspector general
41 improper governmental action shall not be subject to dismissal, disci-
42 pline or other adverse personnel action.
43 § 8. Reporting of port authority debt. At least sixty days prior to
44 the end of its fiscal year, the port authority shall submit to the
45 governor, state comptroller and legislature of each state a statement of
46 intent to guide the authority's issuance and overall amount of bonds,
47 notes, or other debt obligations it may issue during the upcoming fiscal
48 year.
49 § 9. Subsidiaries of the port authority. a. Notwithstanding any law to
50 the contrary, the port authority shall not have the power to organize
51 any subsidiary corporation unless the legislature of both states shall
52 have enacted a law granting the authority such power for the organiza-
53 tion of a specific corporation, provided, however, that the port author-
54 ity may organize a subsidiary corporation pursuant to the following
55 requirements:
A. 812 14
1 (1) the purpose for which the subsidiary corporation shall be organ-
2 ized shall be for a project or projects which the authority has the
3 power to pursue pursuant to its corporate purposes;
4 (2) the primary reason for which the subsidiary corporation shall be
5 organized shall be to limit the potential liability impact of the
6 subsidiary's project or projects on the authority or because state or
7 federal law requires that the purpose of a subsidiary be undertaken
8 through a specific corporate structure; and
9 (3) the subsidiary corporation shall make the reports and other
10 disclosures as are required by the port authority, unless the subsidiary
11 corporation's operations and finances are consolidated with those of the
12 authority.
13 b. In such cases where the port authority is granted the power to
14 organize a subsidiary corporation pursuant to subdivision a of this
15 section, the authority shall file, no less than sixty days prior to the
16 formation of such subsidiary, notice to the governor, the comptroller,
17 and the legislature of each state that it will be creating a subsidiary.
18 c. Subsidiary corporations formed under subdivision a of this section
19 shall not have the authority to issue bonds, notes or other debts,
20 provided, however, that such subsidiary corporations may issue notes or
21 other debt to the port authority. No such debt issued by the subsidiary
22 to the authority shall in total exceed, at any time, a principal amount
23 of five hundred thousand dollars or, during the nine months after the
24 formation of the subsidiary, one million dollars.
25 d. The certificate of incorporation or other document filed to organ-
26 ize a subsidiary corporation under this section shall state that the
27 port authority is the person organizing the corporation.
28 e. On or before the first day of January, two thousand sixteen, and
29 annually on such day thereafter, any subsidiary corporation, in cooper-
30 ation with the port authority, shall provide to the governor and legis-
31 lature of each state a report on the subsidiary corporation. Such report
32 shall include for each subsidiary:
33 (1) The complete legal name, address and contact information of the
34 subsidiary;
35 (2) The structure of the organization of the subsidiary, including the
36 names and titles of each of its members, directors and officers, as well
37 as a chart of its organizational structure;
38 (3) The complete bylaws and legal organization papers of the subsid-
39 iary;
40 (4) A complete report of the purpose, operations, mission and projects
41 of the subsidiary, including a statement of justification as to why the
42 subsidiary is necessary to continue its operations for the public bene-
43 fit for the people of both states; and
44 (5) Any other information the subsidiary corporation deems important
45 to include in such report.
46 § 10. Financial disclosure. 1. Notwithstanding any other provision of
47 law to the contrary, the commissioners, officers, and employees of the
48 port authority shall file annual financial disclosure statements as
49 provided in this section.
50 2. (a) The commissioners appointed by the governor from the state of
51 New York shall file annual financial disclosure statements pursuant to
52 section seventy-three-a of the public officers law.
53 (b) Employees of the port authority who hold a policy-making position,
54 as determined by the port authority, or whose annual salary equals or
55 exceeds the salary rate of SG-24 as set forth in paragraph a of subdivi-
56 sion one of section 130 of the civil service law of the state of New
A. 812 15
1 York as of April first of the year in which an annual financial disclo-
2 sure statement shall be filed, shall file annual financial disclosure
3 statements pursuant to section seventy-three-a of the public officers
4 law.
5 (c) Any person who is required to file annual disclosure statements
6 pursuant to this paragraph and paragraph (b) of this subdivision shall
7 be subject to the provisions, including the enforcement provisions, of
8 section seventy-three-a of the public officers law.
9 (d) The commissioners appointed by the governor from the state of New
10 Jersey shall file annual financial disclosure statements as required by
11 New Jersey state law or executive order.
12 § 11. The port authority shall require an efficiency study to be
13 conducted by an outside, independent efficiency expert to identify waste
14 or abuse involving the authority. The initial study shall be completed
15 within twelve months of the effective date of this act, and made public
16 at the first public meeting of the board of commissioners following the
17 completion of the initial study. Subsequent studies shall be completed
18 and made available to the public every two years thereafter. A copy of
19 each study conducted shall be submitted to the port authority's office
20 of inspector general.
21 § 12. Annual operating budget; capital strategy plan. 1. For the
22 purposes of this section:
23 (a) "GAAP" means the generally accepted accounting principles estab-
24 lished by the governmental accounting standards board.
25 (b) "Major capital project" means an undertaking or program for the
26 acquisition, creation, or development of any crossing, transportation
27 facility, terminal facility, or commerce facility or any part thereof,
28 with an estimated total project cost in excess of $500,000,000.
29 2. (a) The port authority shall prepare a detailed annual operating
30 budget beginning with the fiscal year commencing after the effective
31 date of the chapter of the laws of 2015 which added this section.
32 (b) The initial annual operating budget shall be made publicly avail-
33 able, including on the port authority's internet website, in July of
34 every fiscal year, and a final annual operating budget, which shall take
35 into account public comment, shall be made available in February of each
36 fiscal year.
37 (c) It shall be the policy of the port authority that its annual oper-
38 ating budget be balanced in accordance with GAAP principles, provided,
39 however, special circumstances may permit that deficits be covered with
40 accrued reserves or other resources.
41 3. (a) The port authority shall prepare a long-range capital strategy
42 plan and shall revise the long-range plan every four years beginning
43 with the fiscal year commencing after the effective date of the chapter
44 of the laws of 2015 which added this section.
45 (b) The capital strategy plan shall specify the projects to be initi-
46 ated and the expected cost of those projects. The commitment plans shall
47 include a financing plan that identifies the source of funding for each
48 project.
49 (c) Quarterly reports shall be prepared by the port authority and made
50 publicly available with the status of each project in the capital strat-
51 egy plan. These reports shall compare actual and target performance
52 measures, including but not limited to costs and construction schedules,
53 and a narrative explanation of any discrepancy thereof.
54 4. The port authority shall also provide that major capital projects
55 are monitored by independent engineering consultants. The independent
56 consultants shall prepare quarterly reports to be provided to the board
A. 812 16
1 and to the public. The quarterly reports prepared by independent
2 consultants shall include, but not be limited to, a comparison of actual
3 and target performance measures including, but not limited to, costs and
4 construction schedules, and a narrative explanation of any discrepancy
5 thereof.
6 ARTICLE VII-C
7 § 1. Needs assessment. The port authority shall require that a needs
8 assessment be conducted by an independent entity prior to any increase
9 in fees, tolls, charges or fares. The assessment shall be presented by
10 the independent entity to the board of commissioners at a public meeting
11 to be held at least 120 days prior to any meeting of the commissioners
12 to vote to increase any fees, tolls, charges or fares.
13 § 2. Fees, tolls, charges and fare increases; hearings. (a) Not less
14 than 30 days and not more than 90 days prior to any vote or action taken
15 by the board of commissioners relating to any increase in the tolls for
16 the use of any port authority bridge or tunnel, or fares for the use of
17 the port authority trans-hudson corporation rail system, the port
18 authority shall conduct at least six public hearings in a manner
19 prescribed pursuant to this section.
20 (b) Locations for the public hearings shall be selected in such a way
21 as to be geographically accessible to a majority of users of the facili-
22 ty or facilities to be impacted by the toll or fare increase, as deter-
23 mined by port authority data, provided that at least one hearing shall
24 be held in each state.
25 (c) At least 72 hours before any hearing held pursuant to this
26 section, the port authority shall make available to the public by
27 conspicuously posting, at a minimum, the following information in one or
28 more designated areas and on the port authority's official internet
29 website:
30 (1) the amount of revenue expected to be generated from the increase
31 in tolls or fares;
32 (2) a detailed explanation of how the revenues raised from the
33 increase in tolls or fares is expected to be spent; and
34 (3) a written explanation of why the increase in tolls or fares is
35 necessary.
36 (d) Each hearing shall be attended by at least three commissioners
37 from New York and three commissioners from New Jersey in office at the
38 time of the hearing.
39 (e) The port authority shall hold no more than one public hearing in a
40 single day, and at least one-half of the public hearings shall be sched-
41 uled to begin after 6:30 P.M., eastern standard time, on a weekday.
42 § 3. Public participation. At each public meeting of the board and at
43 each public meeting of each committee, the public shall be allotted a
44 period of time, not less than 60 minutes, to speak on any topic on the
45 agenda. The public speaking period shall take place prior to any board
46 or committee action.
47 § 4. Agendas and related documents. (a) The port authority shall make
48 available to the public meeting agendas at least 72 hours before each
49 meeting of the board and each meeting of each committee. Public notice
50 of the time and place of a meeting shall be provided to appropriate
51 media outlets, shall be conspicuously posted in one or more designated
52 areas at least 72 hours before such meeting, and shall be conspicuously
53 posted via the port authority's official internet website at least five
54 business days before the meeting.
55 (b) The port authority shall make available to the public such docu-
56 ments in the following manner: (1) the agenda and public documents
A. 812 17
1 pertaining to a board or committee meeting shall be available for public
2 inspection at an office of the port authority; and (2) the agenda and
3 public documents pertaining to a board or committee meeting shall be
4 posted on the port authority's official internet website. In addition,
5 the port authority shall send via electronic mail, the agenda and public
6 documents pertaining to a board or committee meeting to each member of
7 the New York state and the New Jersey state legislatures.
8 § 5. The port authority shall ensure that each of the requirements set
9 forth in sections two and three of this article shall be complied with
10 before placing on the meeting agenda of the board of commissioners any
11 item or matter relating to an increase in tolls, fees or other charges.
12 § 6. (a) The port authority at the request of either house of the
13 state legislature shall be required to appear before a committee of the
14 requesting state legislature to present testimony on any topic or
15 subject requested by the committee or to respond to questions by members
16 of such committee.
17 (b) The port authority shall, at a minimum, be represented by the
18 chair or vice-chair of the board, the executive director or deputy exec-
19 utive director, the chief financial officer, and any staff deemed neces-
20 sary by the chair or vice-chair of the board, the executive director or
21 deputy executive director, or the chief financial officer to present
22 testimony or respond to questions at any appearance required pursuant to
23 this section. The committee may request the appearance of any officer or
24 employee of the port authority.
25 § 7. Barrier-free access. The port authority shall make or cause to be
26 made all reasonable efforts to ensure that meetings are held in facili-
27 ties that permit barrier-free physical access to people with disabili-
28 ties. If the board determines to use video conferencing or similar
29 technology to conduct its meeting, it shall provide an opportunity for
30 the public to attend, listen and observe at any site at which a commis-
31 sioner participates.
32 § 5. Sections 2 and 3 of article XV-A of section 1 of chapter 154 of
33 the laws of 1921, relating to the Port Authority of New York and New
34 Jersey, as added by chapter 275 of the laws of 1992, are amended and a
35 new section 4 is added to read as follows:
36 § 2. As used in this act:
37 a. "Board" means the board of commissioners of the Port Authority of
38 New York and New Jersey.
39 b. "Committee" or "committees" means any standing committee estab-
40 lished by the board, including, but not limited to, the audit committee,
41 governance committee and finance committee required to be established
42 pursuant to section 2 of article IV of this act.
43 c. "Meeting" means any gathering, whether corporeal or by means of
44 communication equipment, which is attended by, or open to, the board,
45 held with the intent, on the part of the board members present, to
46 discuss or act as a unit upon the specific public business of the
47 authority. "Meeting" does not mean a gathering (1) attended by less than
48 an effective majority of the board, or (2) attended by or open to all
49 the members of three or more similar public bodies at a convention or
50 similar gathering.
51 d. "News media" means persons representing major wire services, tele-
52 vision news services, radio news services and newspapers, whether
53 located in the states of New York or New Jersey or any other state.
54 [c.] e. "Public business" mean matters which relate in any way,
55 directly or indirectly, to the performance of the functions of the port
56 authority of New York and New Jersey or the conduct of its business.
A. 812 18
1 § 3. a. Notwithstanding the provision of any other law to the contra-
2 ry, all meetings of the board are declared to be public meetings and
3 shall be open to the public and members of the news media, individually
4 and collectively, for the purpose of observing the full details of all
5 phases of the deliberation, policy-making, and decision-making of the
6 board.
7 b. The board shall adopt [and promulgate], within six months of the
8 effective date of this act, appropriate rules and regulations concerning
9 proper notice to the public and the news media of its meetings and the
10 right of the public and the news media to be present at meetings of the
11 authority. The rules and regulations adopted pursuant to this section
12 shall provide for the same notice and right of the public and news media
13 to be present, as well as any other rights and duties as are provided in
14 sections 3 and 4 of article VII-C of this act, and section 4 of this
15 article. The board may incorporate in its rules and regulations condi-
16 tions under which it may exclude the public from a meeting or a portion
17 thereof.
18 c. Any rules or regulations adopted hereunder shall become a part of
19 the minutes of the port authority of New York and New Jersey and shall
20 be subject to the approval of the governor of New Jersey and the gover-
21 nor of New York.
22 § 4. a. All meetings of the port authority shall be open to the public
23 at all times. Upon a majority vote of its total membership, taken in an
24 open meeting pursuant to a motion identifying the general area or areas
25 of the subject or subjects to be considered, the board of commissioners
26 may exclude the public only from that portion of a meeting at which the
27 board of commissioners discusses:
28 (1) any matter for which the release of information would impair a
29 right to receive funds from the government of the United States;
30 (2) any material the disclosure of which constitute an unwarranted
31 invasion of individual or personal privacy;
32 (3) any collective bargaining agreement, or the terms and conditions
33 which are proposed for inclusion in any collective bargaining agreement,
34 including the negotiation of the terms and conditions thereof with
35 employees or representatives of employees of the port authority;
36 (4) any matter involving the purchase, lease, or acquisition of real
37 property with port authority funds, the proposed acquisition of securi-
38 ties, the sale or exchange of securities held by the port authority or
39 investment of port authority funds, if it could adversely affect the
40 public interest if discussion of the matter was disclosed;
41 (5) any matter which would imperil the public safety if disclosed;
42 (6) any pending or anticipated litigation or contract negotiation in
43 which the port authority is, or may become, a party, or matters falling
44 within the attorney-client privilege, to the extent that confidentiality
45 is required in order for the attorney to exercise the attorney's ethical
46 duties as a lawyer;
47 (7) any matter involving the employment, appointment, termination of
48 employment, terms and conditions of employment, evaluation of the
49 performance of, promotion, or disciplining of any specific prospective
50 officer or employee or current officer or employee employed or appointed
51 by the port authority, unless all the individual employees or appointees
52 whose rights could be adversely affected request in writing that the
53 matter or matters be discussed at a public meeting; or
54 (8) any deliberation of the port authority occurring after a public
55 hearing that may result in the imposition of a specific civil penalty
56 upon the responding party or the suspension or loss of a license or
A. 812 19
1 permit belonging to the responding party as a result of an act or omis-
2 sion for which the responding party bears responsibility.
3 b. The port authority shall keep reasonably comprehensible minutes of
4 all its meetings showing the time and place, the members present, the
5 subjects considered, the actions taken, the vote of each member which
6 shall be promptly available to the public pursuant to subdivision c of
7 this section to the extent that making these matters public shall not be
8 inconsistent with subdivision a of this section.
9 c. Minutes of each meeting shall be available to the public within two
10 weeks from the date of such meeting.
11 d. The minutes shall indicate for each item on the agenda, the vote or
12 each board member in attendance at an open meeting or an executive
13 session of the board or a committee of the board. Each item on the agen-
14 da shall be voted on separately.
15 § 6. Paragraph (c) of subdivision 1 of section 73-a of the public
16 officers law is amended by adding a new subparagraph (iv) to read as
17 follows:
18 (iv) notwithstanding the provisions of subparagraph (iii) of this
19 paragraph to the contrary, the commissioners of the port authority of
20 New York and New Jersey appointed by the governor of the state of New
21 York; all officers of such port authority; and any employee of such port
22 authority who holds a policy-making position, as determined by such port
23 authority, or whose annual salary equals or exceeds the salary rate of
24 SG-24 as set forth in paragraph a of subdivision one of section one
25 hundred thirty of the civil service law as of April first of the year in
26 which an annual financial disclosure statement shall be filed.
27 § 7. Severability clause. If any clause, sentence, paragraph, subdivi-
28 sion, section or part of this act shall be adjudged by any court of
29 competent jurisdiction to be invalid, such judgment shall not affect,
30 impair, or invalidate the remainder thereof, but shall be confined in
31 its operation to the clause, sentence, paragraph, subdivision, section
32 or part thereof directly involved in the controversy in which such judg-
33 ment shall have been rendered. It is hereby declared to be the intent of
34 the legislature that this act would have been enacted even if such
35 invalid provisions had not been included herein.
36 § 8. This act shall take effect upon the enactment into law by the
37 state of New Jersey of legislation having an identical effect with this
38 act, but if the state of New Jersey shall have already enacted such
39 legislation this act shall take effect immediately. The chairman of the
40 port authority shall notify the legislative bill drafting commission
41 upon the enactment into law of such legislation by both such states in
42 order that the commission may maintain an accurate and timely effective
43 data base of the official text of the laws of the state of New York in
44 furtherance of effecting the provision of section 44 of the legislative
45 law and section 70-b of the public officers law.
