A03944 Summary:

BILL NOA03944C
 
SAME ASSAME AS S07721
 
SPONSORBrennan (MS)
 
COSPNSRCusick, Titone, Cook, Kellner, Millman, Rosenthal, Malliotakis, Robinson, Kavanagh, Abinanti, Weprin, Bronson, Rozic, Otis, Aubry, Buchwald, Titus, Miller, Jacobs, Camara, Gunther
 
MLTSPNSRAbbate, 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, Sweeney, Weisenberg, Wright, Zebrowski
 
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 2014"; relates to the functioning of the port authority as an open, transparent and accountable interstate public authority.
Go to top    

A03944 Actions:

BILL NOA03944C
 
01/30/2013referred to corporations, authorities and commissions
04/23/2013reported referred to codes
04/30/2013reported referred to ways and means
05/07/2013reported
05/09/2013advanced to third reading cal.312
05/20/2013passed assembly
05/20/2013delivered to senate
05/21/2013REFERRED TO CITIES
01/08/2014DIED IN SENATE
01/08/2014RETURNED TO ASSEMBLY
01/08/2014ordered to third reading cal.191
01/22/2014committed to corporations, authorities and commissions
01/29/2014amend and recommit to corporations, authorities and commissions
01/29/2014print number 3944a
02/04/2014reported referred to codes
02/26/2014reported referred to ways and means
05/27/2014amend (t) and recommit to ways and means
05/27/2014print number 3944b
05/30/2014amend and recommit to ways and means
05/30/2014print number 3944c
06/09/2014reported referred to rules
06/11/2014reported
06/11/2014rules report cal.126
06/11/2014ordered to third reading rules cal.126
06/11/2014passed assembly
06/11/2014delivered to senate
06/11/2014REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
06/18/2014SUBSTITUTED FOR S7721
06/18/20143RD READING CAL.1503
06/18/2014PASSED SENATE
06/18/2014RETURNED TO ASSEMBLY
12/16/2014delivered to governor
12/27/2014vetoed memo.569
12/29/2014tabled
Go to top

A03944 Floor Votes:

DATE:05/20/2013Assembly Vote  YEA/NAY: 133/0
Yes
Abbate
Yes
Crespo
Yes
Goodell
Yes
Lupardo
Yes
Paulin
Yes
Simanowitz
Yes
Abinanti
Yes
Crouch
Yes
Gottfried
Yes
Lupinacci
Yes
Peoples-Stokes
Yes
Simotas
Yes
Arroyo
Yes
Curran
Yes
Graf
Yes
Magee
Yes
Perry
Yes
Skartados
Yes
Aubry
Yes
Cusick
Yes
Gunther
Yes
Magnarelli
Yes
Pretlow
Yes
Skoufis
Yes
Barclay
ER
Cymbrowitz
ER
Hawley
Yes
Maisel
Yes
Quart
Yes
Solages
Yes
Barrett
Yes
DenDekker
Yes
Heastie
Yes
Malliotakis
Yes
Ra
Yes
Stec
ER
Barron
ER
Dinowitz
Yes
Hennessey
Yes
Markey
Yes
Rabbitt
Yes
Steck
Yes
Benedetto
Yes
DiPietro
Yes
Hevesi
Yes
Mayer
Yes
Raia
ER
Stevenson
Yes
Blankenbush
Yes
Duprey
Yes
Hikind
Yes
McDonald
Yes
Ramos
Yes
Stirpe
Yes
Borelli
Yes
Englebright
Yes
Hooper
Yes
McDonough
Yes
Reilich
Yes
Sweeney
ER
Boyland
Yes
Espinal
ER
Jacobs
Yes
McKevitt
Yes
Rivera
Yes
Tedisco
Yes
Braunstein
Yes
Fahy
Yes
Jaffee
Yes
McLaughlin
Yes
Roberts
ER
Tenney
Yes
Brennan
Yes
Farrell
Yes
Johns
Yes
Miller
Yes
Robinson
Yes
Thiele
Yes
Brindisi
ER
Finch
Yes
Jordan
Yes
Millman
ER
Rodriguez
Yes
Titone
Yes
Bronson
ER
Fitzpatrick
Yes
Katz
Yes
Montesano
Yes
Rosa
ER
Titus
Yes
Brook-Krasny
Yes
Friend
Yes
Kavanagh
Yes
Morelle
Yes
Rosenthal
Yes
Walter
Yes
Buchwald
Yes
Gabryszak
Yes
Kearns
Yes
Mosley
Yes
Rozic
Yes
Weinstein
Yes
Butler
Yes
Galef
Yes
Kellner
Yes
Moya
Yes
Russell
Yes
Weisenberg
Yes
Cahill
Yes
Gantt
Yes
Kim
Yes
Nojay
Yes
Ryan
Yes
Weprin
Yes
Camara
Yes
Garbarino
Yes
Kolb
Yes
Nolan
Yes
Saladino
Yes
Wright
Yes
Ceretto
Yes
Gibson
Yes
Lalor
Yes
Oaks
Yes
Santabarbara
Yes
Zebrowski
ER
Clark
Yes
Giglio
Yes
Lavine
Yes
O'Donnell
ER
Scarborough
Yes
Mr. Speaker
Yes
Colton
Yes
Gjonaj
Yes
Lentol
Yes
Ortiz
Yes
Schimel
Yes
Cook
Yes
Glick
Yes
Lifton
Yes
Otis
Yes
Schimminger
Yes
Corwin
Yes
Goldfeder
Yes
Lopez
Yes
Palmesano
Yes
Sepulveda

‡ Indicates voting via videoconference
DATE:06/11/2014Assembly Vote  YEA/NAY: 131/0
Yes
Abbate
Yes
Curran
Yes
Hawley
Yes
Markey
Yes
Quart
Yes
Steck
Yes
Abinanti
Yes
Cusick
ER
Heastie
Yes
Mayer
Yes
Ra
Yes
Stirpe
Yes
Arroyo
Yes
Cymbrowitz
Yes
Hennessey
Yes
McDonald
Yes
Raia
Yes
Sweeney
Yes
Aubry
Yes
Davila
ER
Hevesi
Yes
McDonough
Yes
Ramos
Yes
Tedisco
Yes
Barclay
Yes
DenDekker
Yes
Hikind
Yes
McKevitt
Yes
Rivera
Yes
Tenney
Yes
Barrett
Yes
Dinowitz
Yes
Hooper
Yes
McLaughlin
Yes
Roberts
Yes
Thiele
Yes
Benedetto
Yes
DiPietro
Yes
Jacobs
Yes
Miller
Yes
Robinson
Yes
Titone
Yes
Blankenbush
Yes
Duprey
Yes
Jaffee
Yes
Millman
ER
Rodriguez
Yes
Titus
Yes
Borelli
Yes
Englebright
Yes
Johns
Yes
Montesano
Yes
Rosa
Yes
Walter
Yes
Braunstein
Yes
Fahy
Yes
Katz
Yes
Morelle
Yes
Rosenthal
Yes
Weinstein
Yes
Brennan
Yes
Farrell
Yes
Kavanagh
Yes
Mosley
Yes
Rozic
ER
Weisenberg
ER
Brindisi
Yes
Finch
Yes
Kearns
Yes
Moya
Yes
Russell
Yes
Weprin
Yes
Bronson
Yes
Fitzpatrick
AB
Kellner
ER
Nojay
Yes
Ryan
Yes
Wright
Yes
Brook-Krasny
Yes
Friend
Yes
Kim
Yes
Nolan
Yes
Saladino
Yes
Zebrowski
Yes
Buchwald
Yes
Galef
Yes
Kolb
Yes
Oaks
Yes
Santabarbara
Yes
Mr. Speaker
Yes
Butler
Yes
Gantt
Yes
Lalor
Yes
O'Donnell
Yes
Scarborough
Yes
Cahill
Yes
Garbarino
Yes
Lavine
Yes
Ortiz
Yes
Schimel
Yes
Camara
Yes
Giglio
Yes
Lentol
Yes
Otis
Yes
Schimminger
Yes
Ceretto
Yes
Gjonaj
Yes
Lifton
Yes
Palmesano
Yes
Sepulveda
Yes
Clark
Yes
Glick
Yes
Lopez
Yes
Palumbo
Yes
Simanowitz
Yes
Colton
ER
Goldfeder
Yes
Lupardo
Yes
Paulin
Yes
Simotas
Yes
Cook
Yes
Goodell
Yes
Lupinacci
Yes
Peoples-Stokes
Yes
Skartados
Yes
Corwin
Yes
Gottfried
Yes
Magee
Yes
Perry
Yes
Skoufis
Yes
Crespo
Yes
Graf
ER
Magnarelli
Yes
Pichardo
Yes
Solages
Yes
Crouch
Yes
Gunther
Yes
Malliotakis
Yes
Pretlow
Yes
Stec

‡ Indicates voting via videoconference
Go to top

A03944 Text:



 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                         3944--C
 
                               2013-2014 Regular Sessions
 
                   IN ASSEMBLY
 
                                    January 30, 2013
                                       ___________
 
        Introduced  by M. of A. BRENNAN, CUSICK, TITONE, COOK, KELLNER, MILLMAN,
          ROSENTHAL, MALLIOTAKIS, ROBINSON, KAVANAGH, ABINANTI, WEPRIN, BRONSON,
          ROZIC, OTIS, AUBRY, BUCHWALD, TITUS, MILLER, JACOBS,  CAMARA,  GUNTHER
          --  Multi-Sponsored by -- M. of A. ABBATE, ARROYO, BENEDETTO, BORELLI,
          COLTON, CRESPO, GALEF, GLICK,  GOLDFEDER,  GOTTFRIED,  JAFFEE,  MAGEE,

          MAGNARELLI,   MAYER,  MOSLEY,  MOYA,  ORTIZ,  PAULIN,  PERRY,  RIVERA,
          ROBERTS, RYAN, SCARBOROUGH,  SCHIMEL,  SIMOTAS,  SWEENEY,  WEISENBERG,
          WRIGHT, ZEBROWSKI -- read once and referred to the Committee on Corpo-
          rations,  Authorities and Commissions -- ordered to a third reading --
          committed to the Committee on Corporations,  Authorities  and  Commis-
          sions  --  committee  discharged,  bill  amended, ordered reprinted as
          amended and recommitted to said committee -- reported and referred  to
          the  Committee  on  Codes -- reported and referred to the Committee on
          Ways  and  Means  --  committee  discharged,  bill  amended,   ordered
          reprinted  as  amended  and  recommitted  to  said  committee -- again
          reported from said committee with  amendments,  ordered  reprinted  as
          amended and recommitted to said committee
 

        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 2014" 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 2014".
     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:
 
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD05559-13-4

        A. 3944--C                          2
 
     1                                 ARTICLE IV
     2    § 1. Commissioners. The port authority shall consist of twelve commis-
     3  sioners,  six  resident voters from the state of New York, at least four
     4  of whom shall be resident voters of the city of New York, and six  resi-
     5  dent voters from the state of New Jersey, at least four of whom shall be
     6  resident  voters  within the New Jersey portion of the district, the New
     7  York members to be chosen by the state of New York and  the  New  Jersey

     8  members by the state of New Jersey in the manner and for the terms fixed
     9  and  determined  from  time  to  time  by  the legislature of each state
    10  respectively, except  as  herein  provided.  Each  commissioner  may  be
    11  removed  or  suspended  from  office as provided by the law of the state
    12  from which he shall be appointed.
    13    § 2. Role and responsibilities of  commissioners.  a.    Commissioners
    14  shall  (1)  execute  direct oversight of the authority's chief executive
    15  and other management in the effective  and  ethical  management  of  the
    16  authority;  (2)  understand,  review  and  monitor the implementation of
    17  fundamental financial and management controls and operational  decisions
    18  of  the authority; (3) establish policies regarding the payment of sala-

    19  ry, compensation and reimbursements to, and establish rules for the time
    20  and attendance of, the chief executive and management; (4) adopt a  code
    21  of  ethics  applicable to each officer, director and employee that, at a
    22  minimum, includes the applicable standards established in the ethics law
    23  of both states; (5) establish written policies and procedures on person-
    24  nel  including  policies  protecting  employees  from  retaliation   for
    25  disclosing   information  concerning  acts  of  wrongdoing,  misconduct,
    26  malfeasance, or other inappropriate behavior by  an  employee  or  board
    27  member  of  the  authority, investments, travel, the acquisition of real
    28  property and the disposition of  real  and  personal  property  and  the

    29  procurement  of goods and services; and (6) adopt a defense and indemni-
    30  fication policy and disclose such plan to any and all prospective  board
    31  members.
    32    b.  (1)  The commissioners shall perform each of their duties as board
    33  members, including, but not limited to, those imposed by  this  section,
    34  in good faith and with that degree of diligence, care and skill which an
    35  ordinarily  prudent  person  in  like  position  would use under similar
    36  circumstances, and may take into consideration the views and policies of
    37  any elected official or body, or other person and ultimately apply inde-
    38  pendent judgment in the best interest of the port authority, its mission
    39  and the public.

    40    (2) At the time that a commissioner takes and subscribes  his  or  her
    41  oath  of  office,  or within sixty days after the effective date of this
    42  paragraph if the commissioner has already taken and  subscribed  his  or
    43  her oath of office, the commissioner shall execute an acknowledgment, in
    44  a form developed by the port authority, in which the commissioner shall,
    45  at a minimum:
    46    (i)  acknowledge  that he or she understands that a commissioner has a
    47  fiduciary obligation to perform duties and responsibilities to the  best
    48  of  his  or  her  abilities, in good faith and with proper diligence and
    49  care, consistent with the enabling compact, mission, and by-laws of  the
    50  port  authority  and  the  applicable  laws of both states; and that the

    51  fiduciary duty to the port authority is derived from and governed by its
    52  mission;
    53    (ii) acknowledge that he or she understands his or her duty of loyalty
    54  and care to the authority and commitment to the port authority's mission
    55  and the public interest; and his or her obligation to act  in  the  best

        A. 3944--C                          3
 
     1  interests  of  the port authority and the people whom the port authority
     2  serves;
     3    (iii) agree that a commissioner has an obligation to become knowledge-
     4  able about the mission, purpose, functions, responsibilities, and statu-
     5  tory  duties  of the port authority and, when necessary, to make reason-

     6  able inquiry of management and others with knowledge and expertise so as
     7  to inform his or her decisions;
     8    (iv) agree to exercise independent judgment on all matters before  the
     9  board;
    10    (v)  agree  not  to  divulge confidential discussions and confidential
    11  matters that come before the board for consideration or action;
    12    (vi) agree to disclose to the board any conflicts, or  the  appearance
    13  of a conflict, of a personal, financial, ethical, or professional nature
    14  that could inhibit the commissioner from performing his or her duties in
    15  good faith and with due diligence and care; and
    16    (vii)  certify that he or she does not have any interest, financial or
    17  otherwise, direct or indirect, or engage in any business or  transaction

    18  or professional activity or incur any obligation of any nature, which is
    19  in  substantial conflict with the proper discharge of the commissioner's
    20  duties in the public interest.
    21    c. Individuals appointed to the board of commissioners  shall  partic-
    22  ipate in training approved by the inspector general of the port authori-
    23  ty  regarding their legal, fiduciary, financial and ethical responsibil-
    24  ities as directors of an authority within six months of  appointment  to
    25  the authority. Board members shall participate in continuing training as
    26  may  be  required  to  remain informed of best practices, regulatory and
    27  statutory changes relating to the effective oversight of the  management

    28  and  financial  activities  of  public  authorities and to adhere to the
    29  highest standards of responsible governance.
    30    d. No board member, including the chairperson, shall serve as the port
    31  authority's chief executive officer, executive director, chief financial
    32  officer, comptroller, or hold any other equivalent position while  serv-
    33  ing as a member of the board.
    34    e. The board of commissioners shall establish an audit committee to be
    35  comprised  of not less than three independent members, who shall consti-
    36  tute a majority on the committee, and who shall  possess  the  necessary
    37  skills  to  understand  the duties and functions of the audit committee;
    38  provided, however, that in the event that a board has  less  than  three

    39  independent  members,  the  board may appoint non-independent members to
    40  the audit committee, provided that the independent members must  consti-
    41  tute  a  majority  of the members of the audit committee. Members of the
    42  audit committee shall be familiar with corporate financial and  account-
    43  ing  practices. The committee shall recommend to the board the hiring of
    44  a certified independent accounting firm to  audit  the  port  authority,
    45  establish the compensation to be paid to the accounting firm and provide
    46  direct  oversight  of the performance of the independent audit performed
    47  by the accounting firm hired for such purposes.
    48    f. (1) The board of commissioners shall establish a governance commit-

    49  tee to be comprised of not less  than  three  independent  members,  who
    50  shall  constitute a majority on the committee, and who shall possess the
    51  necessary skills to understand the duties and functions  of  the  gover-
    52  nance  committee;  provided, however, that in the event that a board has
    53  less than three independent members, the board may appoint  non-indepen-
    54  dent  members to the governance committee, provided that the independent
    55  members must constitute a majority of  the  members  of  the  governance
    56  committee.  It  shall be the responsibility of the members of the gover-

        A. 3944--C                          4
 
     1  nance committee to keep the board informed of  current  best  governance

     2  practices;  to  review corporate governance trends; to recommend updates
     3  to the authority's corporate governance principles; to advise  the  port
     4  authority  on  the  skills  and  experiences required of potential board
     5  members; to examine ethical and conflict of interest issues; to  perform
     6  board self-evaluations; and to recommend by-laws which include rules and
     7  procedures for conduct of board business.
     8    (2)  The  governance  committee  shall examine, at least annually, the
     9  working and professional relationship between employees appointed by the
    10  governor of New York and those appointed by the governor of  New  Jersey
    11  to  ensure maximum communication, coordination and cooperation among and

    12  between such employees. The committee  shall  report  its  findings  and
    13  recommendations  to  the  full  board at the first board meeting of each
    14  calendar year.
    15    g. The board of commissioners shall establish a finance  committee  to
    16  be  comprised  of  not  less  than  three independent members, who shall
    17  constitute a majority on the committee, and who shall possess the neces-
    18  sary skills to understand the duties and  functions  of  the  committee;
    19  provided,  however,  that  in the event that a board has less than three
    20  independent members, the board may appoint  non-independent  members  to
    21  the  finance  committee,  provided  that  the  independent  members must
    22  constitute a majority of the members of the finance committee. It  shall

    23  be  the responsibility of the members of the finance committee to review
    24  proposals for the issuance of debt by the authority and its subsidiaries
    25  and make recommendations.
    26    h. For the purposes of this section, an independent member is one who:
    27    (1) is not, and in the past two years has not been,  employed  by  the
    28  port authority or an affiliate in an executive capacity;
    29    (2)  is  not,  and  in the past two years has not been, employed by an
    30  entity that received remuneration valued at more than  fifteen  thousand
    31  dollars  for  goods  and  services  provided  to  the  port authority or
    32  received any other form of financial  assistance  valued  at  more  than
    33  fifteen thousand dollars from the port authority;

    34    (3) is not a relative of an executive officer or employee in an execu-
    35  tive position of the port authority or an affiliate; and
    36    (4)  is not, and in the past two years has not been, a lobbyist regis-
    37  tered under a state or local law and paid by a client to  influence  the
    38  management  decisions, contract awards, rate determinations or any other
    39  similar actions of the port authority or an affiliate.
    40    i. Notwithstanding any provision of any general, special or local law,
    41  municipal charter or ordinance to the contrary,  the  board  shall  not,
    42  directly  or  indirectly,  including  through  any subsidiary, extend or
    43  maintain credit, arrange for the extension of credit, or renew an exten-

    44  sion of credit, in the form of a personal loan to or  for  any  officer,
    45  board member or employee, or equivalent thereof, of the port authority.
    46    j. (1) A board member shall not vote on or participate in any board or
    47  committee  discussions  with  respect  to  any  agenda item if the board
    48  member, a member of the board member's immediate family, or  a  business
    49  organization  in which the board member has an interest, has a direct or
    50  indirect financial involvement that may reasonably be expected to impair
    51  the board member's objectivity or independence of judgment or to  create
    52  the  appearance  of impropriety. Such board member shall be recused from
    53  any discussions or voting on the  agenda  item.  A  board  member  shall

    54  clearly  indicate  the  board  member's recusal from voting on an agenda
    55  item and the minutes shall clearly reflect that recusal.
    56    (2) For the purposes of this subdivision, the terms:

        A. 3944--C                          5
 
     1    (a) "immediate family" shall mean: a spouse, domestic partner, partner
     2  in a civil union, son, daughter, grandson, granddaughter, father,  moth-
     3  er,   grandfather,  grandmother,  great-grandfather,  great-grandmother,
     4  brother, sister, nephew, niece, uncle or aunt.  Relatives  by  adoption,
     5  half-blood,  marriage or remarriage shall be treated as relatives of the
     6  whole kinship; and
     7    (b) "interest" shall mean: (i) if the business organization is a part-

     8  nership, the board member or the board member's immediate  family  is  a
     9  partner or owner of 10 percent or more of the assets of the partnership,
    10  or  (ii) if the business organization is a corporation, the board member
    11  or the board member's immediate family owns or controls  10  percent  or
    12  more of the stock of the corporation, or serves as a director or officer
    13  of the corporation.
    14    §  3.  Article  VII  of  section 1 of chapter 154 of the laws of 1921,
    15  relating to the Port Authority of New York and New Jersey, is amended to
    16  read as follows:
    17                                ARTICLE VII.
    18    The port authority shall have such additional powers and duties as may
    19  hereafter be delegated to or imposed upon it from time to  time  by  the

    20  action  of  the legislature of either state concurred in by the legisla-
    21  ture of the other. Unless and until otherwise provided, it shall make an
    22  annual report to the legislature of  both  states  pursuant  to  section
    23  three  of  article  VII-B of this act, setting forth in detail the oper-
    24  ations and transactions conducted by it pursuant to this  agreement  and
    25  any  legislation  thereunder.  The  port  authority shall not pledge the
    26  credit of either state except by and with the authority of the  legisla-
    27  ture thereof.
    28    §  4.  Chapter 154 of the laws of 1921, relating to the Port Authority
    29  of New York and New Jersey, is amended by adding two new articles  VII-B
    30  and VII-C to read as follows:
    31                                ARTICLE VII-B
    32    §  1.  Additional powers, duties and responsibilities.  In addition to

    33  the powers and duties set forth in article VII of  this  act,  the  port
    34  authority  shall  have the following powers, duties and responsibilities
    35  set forth in this article.
    36    § 2. Disposition of property. a.   Definitions. For  the  purposes  of
    37  this article, unless a different meaning is required by the context:
    38    (1)  "Contracting  officer"  shall mean the officer or employee of the
    39  port authority who shall be appointed by resolution of the board of  the
    40  port authority to be responsible for the disposition of property.
    41    (2)  "Dispose" or "disposal" shall mean transfer of title or any other
    42  beneficial interest in personal or  real  property  in  accordance  with
    43  subdivision c of this section.

    44    (3) "Property" shall mean personal property in excess of five thousand
    45  dollars  in  value, real property, and any inchoate or other interest in
    46  such property, to the extent that  such  interest  may  be  conveyed  to
    47  another person for any purpose, excluding an interest securing a loan or
    48  other financial obligation of another party.
    49    b.  Duties of the port authority with respect to the disposal of prop-
    50  erty. (1) The port authority shall  adopt  by  resolution  comprehensive
    51  guidelines  which  shall (a) detail the authority's operative policy and
    52  instructions regarding the use, awarding, monitoring  and  reporting  of
    53  contracts  for the disposal of property, and (b) designate a contracting

    54  officer who shall be responsible for the  authority's  compliance  with,
    55  and enforcement of, such guidelines. Such guidelines shall be consistent
    56  with, and shall require the authority's contracting activities to comply

        A. 3944--C                          6
 
     1  with  this  section,  the authority's enabling legislation and any other
     2  applicable law for the disposal of property, except that such guidelines
     3  may be stricter than the provisions of  this  section,  the  authority's
     4  enabling  legislation  and  any other applicable law for the disposal of
     5  property if the authority  determines  that  additional  safeguards  are
     6  necessary  to assure the integrity of its disposition activities. Guide-

     7  lines approved by the authority shall be annually reviewed and  approved
     8  by  the  board of commissioners of the authority. On or before the thir-
     9  ty-first day of March in each year, the authority shall  file  with  the
    10  state  comptroller  of each state a copy of the guidelines most recently
    11  reviewed and approved by  the  authority,  including  the  name  of  the
    12  authority's  designated contracting officer.  At the time of filing such
    13  guidelines with the state comptroller, the  authority  shall  also  post
    14  such  guidelines  on the authority's internet website. Guidelines posted
    15  on the authority's internet website shall be maintained on such  website
    16  at  least  until  the  procurement guidelines for the following year are
    17  posted on such website.

    18    (2) The port authority shall:
    19    (a) maintain adequate inventory controls  and  accountability  systems
    20  for all property under its control;
    21    (b)  periodically  inventory such property to determine which property
    22  shall be disposed of;
    23    (c) produce a written report of such property in accordance with para-
    24  graph three of this subdivision;
    25    (d) transfer or dispose of such property as promptly  as  possible  in
    26  accordance with subdivision c of this section.
    27    (3)(a)  The  port  authority  shall  publish, not less frequently than
    28  annually, a report listing all real  property  of  the  authority.  Such
    29  report  shall  include  a  list  and  full  description  of all real and

    30  personal property disposed of  during  such  period.  The  report  shall
    31  contain the price received by the authority and the name of the purchas-
    32  er for all such property sold by the authority during such period.
    33    (b)  The  port  authority  shall  deliver copies of such report to the
    34  governor, state comptroller, and the legislature of each state.
    35    c. Disposal of port authority property. (1) Supervision and direction.
    36  Except as otherwise provided in this section,  the  contracting  officer
    37  designated  by  the  port authority shall have supervision and direction
    38  over the disposition of property of the authority.
    39    (2) Custody and control. The custody and control of  the  property  of

    40  the  port  authority,  pending its disposition, and the disposal of such
    41  property, shall be performed by the authority.
    42    (3) Method of disposition. Subject to subdivision b of  this  section,
    43  the  port  authority  may dispose of property for not less than the fair
    44  market value of such property by sale, exchange, or transfer, for  cash,
    45  credit, or other property, with or without warranty, and upon such other
    46  terms and conditions as the contracting officer deems proper, and it may
    47  execute  such  documents  for the transfer of title or other interest in
    48  property and take such other action as it deems necessary or  proper  to
    49  dispose   of  such  property  under  the  provisions  of  this  section.

    50  Provided, however, that no disposition of real property, or any interest
    51  in real property, shall be made unless an appraisal of the value of such
    52  property has been made by an independent appraiser and included  in  the
    53  record of the transaction, and, provided further, that no disposition of
    54  any  other  property,  which  because of its unique nature or the unique
    55  circumstances of the proposed  transaction  is  not  readily  valued  by

        A. 3944--C                          7
 
     1  reference  to an active market for similar property, shall be made with-
     2  out a similar appraisal.
     3    (4)  Validity  of  deed,  bill  of sale, lease, or other instrument. A
     4  deed, bill of sale, lease, or other instrument executed by or on  behalf

     5  of  the port authority, purporting to transfer title or any other inter-
     6  est in property of the authority under this section shall be  conclusive
     7  evidence  of  compliance  with the provisions of this section insofar as
     8  concerns title or other interest of any bona fide grantee or  transferee
     9  who  has  given  valuable consideration for such title or other interest
    10  and has not received actual or  constructive  notice  of  lack  of  such
    11  compliance prior to the closing.
    12    (5)  Bids  for  disposal;  advertising; procedure; disposal by negoti-
    13  ation;  explanatory  statement.  (a)  All  disposals  or  contracts  for
    14  disposal  of  property  of  the port authority made or authorized by the

    15  contracting officer shall be made after publicly  advertising  for  bids
    16  except as provided in subparagraph (c) of this paragraph.
    17    (b)  Whenever  public  advertising for bids is required under subpara-
    18  graph (a) of this paragraph:
    19    (i) the advertisement for bids shall be made at such time prior to the
    20  disposal or contract, through such methods, and on such terms and condi-
    21  tions as shall permit full and  free  competition  consistent  with  the
    22  value and nature of the property;
    23    (ii) all bids shall be publicly disclosed at the time and place stated
    24  in the advertisement; and
    25    (iii)  the award shall be made with reasonable promptness by notice to
    26  the responsible bidder whose bid, conforming to the invitation for bids,

    27  will be most advantageous to the port authority, price and other factors
    28  considered; provided, that all bids may be rejected when it  is  in  the
    29  public interest to do so.
    30    (c) Disposals and contracts for disposal of property may be negotiated
    31  or made by public auction without regard to subparagraphs (a) and (b) of
    32  this  paragraph but subject to obtaining such competition as is feasible
    33  under the circumstances, if:
    34    (i) the personal property involved has  qualities  separate  from  the
    35  utilitarian purpose of such property, such as artistic quality, antiqui-
    36  ty, historical significance, rarity, or other quality of similar effect,
    37  that would tend to increase its value, or if the personal property is to

    38  be  sold  in  such  quantity that, if it were disposed of under subpara-
    39  graphs (a) and (b) of this paragraph, would adversely affect  the  state
    40  or  local  market for such property, and the estimated fair market value
    41  of such property  and  other  satisfactory  terms  of  disposal  can  be
    42  obtained by negotiation;
    43    (ii)  the  fair  market  value of the property does not exceed fifteen
    44  thousand dollars;
    45    (iii) bid prices after advertising therefor are not reasonable, either
    46  as to all or some part of the property, or have not  been  independently
    47  arrived at in open competition;
    48    (iv)  the  disposal will be to the state or any political subdivision,
    49  and the estimated fair market value of the property and other  satisfac-

    50  tory terms of disposal are obtained by negotiation;
    51    (v)  under  those  circumstances  permitted  by  paragraph six of this
    52  subdivision; or
    53    (vi) such action is otherwise authorized by law.
    54    (d)(i) An explanatory statement shall be prepared of the circumstances
    55  of each disposal by negotiation of:

        A. 3944--C                          8
 
     1    (A) any personal property which has an estimated fair market value  in
     2  excess of fifteen thousand dollars;
     3    (B)  any  real  property  that  has  an estimated fair market value in
     4  excess of one hundred thousand dollars, except that  any  real  property
     5  disposed of by lease or exchange shall only be subject to subclauses (C)

     6  and (D) of this clause;
     7    (C)  any  real  property disposed of by lease, if the estimated annual
     8  rent over the term of  the  lease  is  in  excess  of  fifteen  thousand
     9  dollars;
    10    (D)  any  real property or real and related personal property disposed
    11  of by exchange, regardless of value, or any property  any  part  of  the
    12  consideration for which is real property.
    13    (ii)  Each such statement shall be transmitted to the persons entitled
    14  to receive copies of the report required under  subdivision  b  of  this
    15  section  not  less  than  ninety days in advance of such disposal, and a
    16  copy thereof shall be preserved in the files of the port authority.
    17    (6) Disposal of property for less than fair market value. (a) No asset

    18  owned, leased or otherwise in the control of the port authority  may  be
    19  sold, leased, or otherwise alienated for less than its fair market value
    20  except if:
    21    (i)  the  transferee  is  a government or other public entity, and the
    22  terms and conditions of the transfer require that the ownership and  use
    23  of the asset will remain with the government or any other public entity;
    24    (ii)  the  purpose  of  the transfer is within the purpose, mission or
    25  governing statute of the port authority; or
    26    (iii) in the event the port authority seeks to transfer an  asset  for
    27  less  than  its  fair  market value to other than a governmental entity,
    28  which disposal would not be consistent  with  the  authority's  mission,

    29  purpose  or  governing  statutes,  such  authority shall provide written
    30  notification thereof to the governor of each state,  and  such  proposed
    31  transfer  shall  be subject to denial by either governor.  Denial by the
    32  governor shall take the form of a signed certification by the  governor.
    33  The  governor  shall take any such action within sixty days of receiving
    34  notification of such proposed transfer.  If  no  such  certification  is
    35  performed  within sixty days of such notification of the proposed trans-
    36  fer to the governor, the authority may effectuate such transfer.
    37    (b) In the event a below fair market value asset transfer is proposed,
    38  the following information must be provided to the board of commissioners
    39  and the public:

    40    (i) a full description of the asset;
    41    (ii) an appraisal of the fair market value of the asset and any  other
    42  information establishing the fair market value sought by the board;
    43    (iii)  a  description of the purpose of the transfer, and a reasonable
    44  statement of the kind and amount of the benefit to the public  resulting
    45  from  the  transfer,  including  but  not  limited  to the kind, number,
    46  location, wages or salaries of jobs created or preserved as required  by
    47  the  transfer,  the  benefits,  if  any, to the communities in which the
    48  asset is situated as are required by the transfer;
    49    (iv) a statement of the value to be  received  compared  to  the  fair
    50  market value;

    51    (v)  the  names  of any private parties participating in the transfer,
    52  and if different than the statement required  by  clause  (iv)  of  this
    53  subparagraph, a statement of the value to the private party; and
    54    (vi)  the  names  of  other private parties who have made an offer for
    55  such asset, the value offered, and the purpose for which the  asset  was
    56  sought to be used.

        A. 3944--C                          9
 
     1    (c)  Before  approving the disposal of any property for less than fair
     2  market value, the board of commissioners shall consider the  information
     3  described  in  subparagraph  (b)  of  this  paragraph and make a written
     4  determination that there is no reasonable alternative  to  the  proposed

     5  below-market transfer that would achieve the same purpose of such trans-
     6  fer.
     7    §  3.  Annual report. a. The port authority shall submit to the gover-
     8  nor, the state comptroller and the legislature  of  each  state,  within
     9  ninety  days  after  the end of its fiscal year, a complete and detailed
    10  report or reports setting forth: (1) its operations and accomplishments;
    11  (2) its financial reports certified by the chair and vice-chair  of  the
    12  board;  and  the executive director, deputy executive director and chief
    13  financial officer of the port authority, including  (a)  audited  finan-
    14  cials in accordance with generally accepted accounting principles, known
    15  as  GAAP,  and  the  accounting  standards  issued  by  the governmental

    16  accounting standards  board,  known  as  GASB,  (b)  grant  and  subsidy
    17  programs,  (c)  operating  and  financial risks, (d) current ratings, if
    18  any, of its bonds issued by recognized bond rating agencies  and  notice
    19  of  changes  in  such  ratings, and (e) long-term liabilities, including
    20  leases and employee benefit plans; (3) a schedule of its bonds and notes
    21  outstanding at the end of its fiscal year, together with a statement  of
    22  the  amounts  redeemed and incurred during such fiscal year as part of a
    23  schedule of debt issuance that includes  the  date  of  issuance,  term,
    24  amount,  interest  rate  and  means of repayment. Additionally, the debt
    25  schedule shall include all refinancings, calls, refundings, defeasements

    26  and interest rate exchange or other such agreements, and  for  any  debt
    27  issued  during  the  reporting  year,  the schedule shall also include a
    28  detailed list of costs of issuance for such  debt;  (4)  a  compensation
    29  schedule  that  shall include, by position, title and name of the person
    30  holding such position or  title,  the  salary,  compensation,  allowance
    31  and/or benefits provided to any officer, director or employee in a deci-
    32  sion  making or managerial position of such authority whose salary is in
    33  excess of one hundred thousand dollars;  (5)  biographical  information,
    34  not  including  confidential personal information, for all directors and
    35  officers and employees for whom salary reporting is  required;  (6)  the

    36  projects  undertaken by such authority during the past year; (7) a list-
    37  ing and description, in addition to the report required by  subparagraph
    38  (c) of paragraph two of subdivision b of section two of this article, of
    39  all real property of the authority having an estimated fair market value
    40  in  excess  of  fifteen  thousand dollars that the authority acquires or
    41  disposes of during such period.  The  report  shall  contain  the  price
    42  received or paid by the authority and the name of the purchaser or sell-
    43  er  for  all  such  property sold or bought by the authority during such
    44  period; (8) such authority's code of ethics; (9) an  assessment  of  the
    45  effectiveness  of  its internal control structure and procedures; (10) a

    46  description of the authority and  its  board  structure,  including  (a)
    47  names  of  committees and committee members, (b) lists of board meetings
    48  and attendance, (c) descriptions of major authority units, subsidiaries,
    49  and (d) number of employees; (11) its charter, if any, and by-laws; (12)
    50  a listing of material changes in  operations  and  programs  during  the
    51  reporting  year; (13) at a minimum a four-year financial plan, including
    52  (a) a current and projected capital budget, and (b) an operating  budget
    53  report,  including  an  actual versus estimated budget, with an analysis
    54  and measurement of financial and operating performance; (14)  its  board
    55  performance  evaluations; provided, however, that such evaluations shall

    56  not be subject to disclosure under the freedom of  information  laws  of

        A. 3944--C                         10
 
     1  each  state; (15) a description of the total amounts of assets, services
     2  or both assets and services bought or sold without competitive  bidding,
     3  including  (a) the nature of those assets and services, (b) the names of
     4  the  counterparties,  and  (c)  where  the  contract  price  for  assets
     5  purchased exceeds fair market value, or where  the  contract  price  for
     6  assets  sold  is  less than fair market value, a detailed explanation of
     7  the justification for making the purchase or  sale  without  competitive
     8  bidding,  and  a  certification by the chief executive officer and chief

     9  financial officer of the port authority  that  they  have  reviewed  the
    10  terms  of  such  purchase  or  sale and determined that it complies with
    11  applicable law and procurement guidelines; and (16) a description of any
    12  material pending litigation in which the port authority is involved as a
    13  party during the reporting year.
    14    b. The port authority shall make accessible to  the  public,  via  its
    15  official  or  shared  internet web site, documentation pertaining to its
    16  mission, current  activities,  most  recent  annual  financial  reports,
    17  current  year budget and its most recent independent audit report unless
    18  such information is exempt from disclosure pursuant  to  either  state's
    19  freedom of information laws.

    20    c.  Every  financial  report  submitted  under  this  section shall be
    21  approved by the board and shall be certified in writing by the chair and
    22  vice-chair of the board; and the executive  director,  deputy  executive
    23  director  and  chief financial officer of the port authority, that based
    24  on the officer's knowledge (1) the information provided therein is accu-
    25  rate, correct and does not contain  any  untrue  statement  of  material
    26  fact; (2) does not omit any material fact which, if omitted, would cause
    27  the  financial statements to be misleading in light of the circumstances
    28  under which such statements are made; and (3)  fairly  presents  in  all
    29  material  respects  the financial condition and results of operations of

    30  the authority as of, and for, the periods  presented  in  the  financial
    31  statements.
    32    § 4. Independent audits and audit reports. a. The port authority shall
    33  submit  to  the  governor, the state comptroller, and the legislature of
    34  each state, together with the report described in section three of  this
    35  article,  a  copy of the annual independent audit report, performed by a
    36  certified public accounting firm in accordance with  generally  accepted
    37  auditing  standards,  and management letter and any other external exam-
    38  ination of the books and accounts of the authority.
    39    b. Each certified independent public accounting firm that performs any
    40  audit required by this article shall timely report to the audit  commit-

    41  tee  of  such  authority: (1) all critical accounting policies and prac-
    42  tices to be used; (2) all alternative treatments of  financial  informa-
    43  tion  within  generally  accepted  accounting  principles that have been
    44  discussed with management officials of the port authority, ramifications
    45  of the use of such  alternative  disclosures  and  treatments,  and  the
    46  treatment preferred by the certified independent public accounting firm;
    47  and  (3)  other  material  written  communications between the certified
    48  independent public accounting firm and the management of the  authority,
    49  including  as  the management letter along with management's response or
    50  plan of corrective action, material corrections identified  or  schedule

    51  of unadjusted differences, where applicable.
    52    c.  Notwithstanding  any  other  provision of law to the contrary, the
    53  certified independent public accounting firm providing such  authority's
    54  annual  independent audit will be prohibited in providing audit services
    55  to the authority if the lead or coordinating audit partner having prima-
    56  ry responsibility for the audit, or the audit  partner  responsible  for

        A. 3944--C                         11
 
     1  reviewing  the  audit,  has  performed audit services for that issuer in
     2  each of the five previous fiscal years of such authority.
     3    d.  The  certified  independent  public accounting firm performing the
     4  port authority's audit shall be prohibited from performing any non-audit

     5  services to such authority  contemporaneously  with  the  audit,  unless
     6  receiving  previous  written  approval by the audit committee including:
     7  (1) bookkeeping or other services related to the accounting  records  or
     8  financial  statements  of  such  authority;  (2)  financial  information
     9  systems design and implementation; (3) appraisal or valuation  services,
    10  fairness   opinions,  or  contribution-in-kind  reports;  (4)  actuarial
    11  services; (5) internal audit outsourcing services; (6) management  func-
    12  tions  or  human  services; (7) broker or dealer, investment advisor, or
    13  investment banking services; and (8) legal services and expert  services
    14  unrelated to the audit.
    15    e.  It  shall  be  prohibited  for  any  certified  independent public

    16  accounting firm to perform for the port authority any audit  service  if
    17  the chief executive officer, comptroller, chief financial officer, chief
    18  accounting  officer,  or any other person serving in an equivalent posi-
    19  tion for the authority,  was  employed  by  that  certified  independent
    20  public  accounting firm and participated in any capacity in the audit of
    21  the authority during the one year  period  preceding  the  date  of  the
    22  initiation of the audit.
    23    f.  Notwithstanding  any  provision  of  law to the contrary, the port
    24  authority may exempt information from disclosure or report, if the coun-
    25  sel of such authority deems that such information is covered  by  either
    26  state's freedom of information laws.

    27    § 5. Whistleblower access and assistance program. a. Definitions.
    28    (1) "Attorney general" shall mean the attorney general of the state of
    29  New York and the attorney general of the state of New Jersey.
    30    (2)  "Employees"  means  those persons employed at the port authority,
    31  including but not limited to: full-time and part-time  employees,  those
    32  employees on probation, and temporary employees.
    33    (3)  "Inspector  general" shall mean the inspector general of the port
    34  authority.
    35    (4) "Whistleblower" shall mean any employee of the port authority  who
    36  discloses information concerning acts of wrongdoing, misconduct, malfea-
    37  sance, or other inappropriate behavior by an employee or board member of

    38  the  authority, concerning the authority's investments, travel, acquisi-
    39  tion of real or personal property, the disposition of real  or  personal
    40  property and the procurement of goods and services.
    41    b. The inspector general, after consultation with the attorney general
    42  of  both  states  shall  develop  a  whistleblower access and assistance
    43  program which shall include, but not be limited to:
    44    (1) evaluating and commenting on whistleblower programs  and  policies
    45  by board of commissioners pursuant to paragraph five of subdivision a of
    46  section two of article IV of this act;
    47    (2)  establishing toll-free telephone and facsimile lines available to
    48  employees;

    49    (3) offering advice regarding employee rights under  applicable  state
    50  and federal laws and advice and options available to all persons; and
    51    (4) offering an opportunity for employees to identify concerns regard-
    52  ing any issue at the port authority.
    53    c.  Any  communications  between an employee and the inspector general
    54  pursuant to this section shall be  held  strictly  confidential  by  the
    55  inspector  general,  unless  the employee specifically waives in writing
    56  the right to confidentiality, except that such confidentiality shall not

        A. 3944--C                         12
 
     1  exempt the inspector general from  disclosing  such  information,  where
     2  appropriate, to any law enforcement authority.

     3    d.  The  port  authority  shall  not fire, discharge, demote, suspend,
     4  threaten, harass or discriminate against  an  employee  because  of  the
     5  employee's  role as a whistleblower, insofar as the actions taken by the
     6  employee are legal.
     7    § 6. Lobbying contacts. a. Definitions. As used in this article:
     8    (1) "lobbyist" shall have the same meaning as defined in the laws  or,
     9  rules or regulations of either state.
    10    (2) "lobbying" shall mean and include any attempt to influence:
    11    (a)  the  adoption  or  rejection of any rule or regulation having the
    12  force and effect of law by the port authority,
    13    (b) the outcome of any proceeding by the port authority to  establish,
    14  levy or collect fees, tolls, charges or fares, and

    15    (c)  the authorization, approval or award of any agreements, contracts
    16  or purchase orders, including any settlement of port  authority  claims;
    17  or  any  extension, amendment or modification of any existing agreement,
    18  contract or order.
    19    (3) "contact" shall mean any conversation, in person or by  telephonic
    20  or  other  electronic  means,  or  correspondence  between  any lobbyist
    21  engaged in the act of lobbying and any person within the port  authority
    22  who  can  make or influence a decision on the subject of the lobbying on
    23  behalf of the authority, and shall include, at a minimum, all members of
    24  the board of commissioners and all officers of the port authority.
    25    b. The port authority shall maintain a record of all lobbying contacts

    26  made with such authority.
    27    c. Every board member, officer or employee of the port  authority  who
    28  is  contacted  by a lobbyist shall make a contemporaneous record of such
    29  contact containing the day and time of the contact, the identity of  the
    30  lobbyist and a general summary of the substance of the contact.
    31    d.  The  port authority shall adopt a policy implementing the require-
    32  ments of this section within one hundred eighty days  of  the  effective
    33  date  of this article.  Such policy shall appoint an officer to whom all
    34  such records shall be delivered.    Such  officer  shall  maintain  such
    35  records  for  not  less  than seven years in a filing system designed to
    36  organize such records in a manner so as to make such records  useful  to

    37  determine  whether  the  decisions  of  the authority were influenced by
    38  lobbying contacts.
    39    § 7. Inspector general. a. Establishment and organization.  (1)  There
    40  is  hereby  established  the office of the inspector general in the port
    41  authority.  The head of the office shall be the  inspector  general  who
    42  shall  be appointed by, and report to, the board of commissioners of the
    43  port authority.
    44    (2) The inspector general shall hold office at the discretion  of  the
    45  board  of  commissioners and until his or her successor is appointed and
    46  has qualified.
    47    (3) The inspector general may appoint one or  more  deputy  inspectors
    48  general  to  serve  at his or her pleasure, who shall be responsible for

    49  conducting audits and investigations in the port authority.
    50    b. Functions and duties. The inspector general shall have the  follow-
    51  ing duties and responsibilities:
    52    (1) receive and investigate complaints from any source, or upon his or
    53  her  own initiative, concerning allegations of corruption, fraud, crimi-
    54  nal activity, conflicts of interest or abuse in the  port  authority  or
    55  its subsidiaries;

        A. 3944--C                         13
 
     1    (2)  inform  the board of commissioners and executive director of such
     2  allegations and the progress of investigations related  thereto,  unless
     3  special circumstances require confidentiality;
     4    (3)  determine  with  respect to such allegations whether disciplinary

     5  action, civil or criminal prosecution, or further  investigation  by  an
     6  appropriate  federal,  state or local agency is warranted, and to assist
     7  in such investigations;
     8    (4) prepare and release to the public written reports of such investi-
     9  gations, as appropriate and to the extent permitted by law,  subject  to
    10  redaction  to  protect  the confidentiality of witnesses. The release of
    11  all or portions of such reports may be deferred to protect the confiden-
    12  tiality of ongoing investigations;
    13    (5) review and examine periodically the policies and procedures of the
    14  port  authority  with  regard  to  the  prevention  and   detection   of
    15  corruption, fraud, criminal activity, conflicts of interest or abuse;

    16    (6)  recommend  remedial  action  to  prevent or eliminate corruption,
    17  fraud, criminal activity, conflicts of interest or abuse;
    18    (7) establish  programs  for  training  port  authority  officers  and
    19  employees regarding the prevention and elimination of corruption, fraud,
    20  criminal activity, conflicts of interest or abuse.
    21    c. Powers. The inspector general shall have the power to:
    22    (1) subpoena and enforce the attendance of witnesses;
    23    (2) administer oaths or affirmations and examine witnesses under oath;
    24    (3)  require the production of any books and papers deemed relevant or
    25  material to any investigation, examination or review;
    26    (4) notwithstanding any law to  the  contrary,  examine  and  copy  or

    27  remove  documents or records of any kind prepared, maintained or held by
    28  the port authority and its subsidiaries;
    29    (5) require any officer or employee  of  the  port  authority  or  its
    30  subsidiaries  to  answer  questions concerning any matter related to the
    31  performance of his  or  her  official  duties.  No  statement  or  other
    32  evidence  derived therefrom may be used against such officer or employee
    33  in any  subsequent  criminal  prosecution  other  than  for  perjury  or
    34  contempt  arising  from  such  testimony.  The refusal of any officer or
    35  employee to answer questions shall be cause for removal from  office  or
    36  employment or other appropriate penalty;
    37    (6)  monitor the implementation by the port authority of any recommen-

    38  dations made by the inspector general;
    39    (7) perform any other functions that are necessary or  appropriate  to
    40  fulfill the duties and responsibilities of office.
    41    d.  Responsibilities  of  port authority officers and employees. Every
    42  officer or employee in the port authority  and  its  subsidiaries  shall
    43  report  promptly  to  the  inspector  general any information concerning
    44  corruption, fraud, criminal activity, conflicts of interest or abuse  by
    45  another port authority officer or employee relating to his or her office
    46  or  employment,  or  by  a person having business dealings with the port
    47  authority relating to those dealings. The knowing failure of any officer
    48  or employee to so report shall be  cause  for  removal  from  office  or

    49  employment  or  other  appropriate  penalty. Any officer or employee who
    50  acts pursuant to this section by  reporting  to  the  inspector  general
    51  improper  governmental  action shall not be subject to dismissal, disci-
    52  pline or other adverse personnel action.
    53    § 8. Reporting of port authority debt. At least sixty  days  prior  to
    54  the  end  of  its  fiscal  year,  the port authority shall submit to the
    55  governor, state comptroller and legislature of each state a statement of
    56  intent to guide the authority's issuance and overall  amount  of  bonds,

        A. 3944--C                         14
 
     1  notes, or other debt obligations it may issue during the upcoming fiscal
     2  year.

     3    § 9. Subsidiaries of the port authority. a. Notwithstanding any law to
     4  the  contrary,  the  port authority shall not have the power to organize
     5  any subsidiary corporation unless the legislature of both  states  shall
     6  have  enacted  a law granting the authority such power for the organiza-
     7  tion of a specific corporation, provided, however, that the port author-
     8  ity may organize a subsidiary  corporation  pursuant  to  the  following
     9  requirements:
    10    (1)  the  purpose for which the subsidiary corporation shall be organ-
    11  ized shall be for a project or projects  which  the  authority  has  the
    12  power to pursue pursuant to its corporate purposes;
    13    (2)  the  primary reason for which the subsidiary corporation shall be

    14  organized shall be to  limit  the  potential  liability  impact  of  the
    15  subsidiary's  project  or  projects on the authority or because state or
    16  federal law requires that the purpose  of  a  subsidiary  be  undertaken
    17  through a specific corporate structure; and
    18    (3)  the  subsidiary  corporation  shall  make  the  reports and other
    19  disclosures as are required by the port authority, unless the subsidiary
    20  corporation's operations and finances are consolidated with those of the
    21  authority.
    22    b. In such cases where the port authority  is  granted  the  power  to
    23  organize  a  subsidiary  corporation  pursuant  to subdivision a of this
    24  section, the authority shall file, no less than sixty days prior to  the

    25  formation  of  such subsidiary, notice to the governor, the comptroller,
    26  and the legislature of each state that it will be creating a subsidiary.
    27    c. Subsidiary corporations formed under subdivision a of this  section
    28  shall  not  have  the  authority  to  issue bonds, notes or other debts,
    29  provided, however, that such subsidiary corporations may issue notes  or
    30  other  debt to the port authority. No such debt issued by the subsidiary
    31  to the authority shall in total exceed, at any time, a principal  amount
    32  of  five  hundred  thousand dollars or, during the nine months after the
    33  formation of the subsidiary, one million dollars.
    34    d. The certificate of incorporation or other document filed to  organ-

    35  ize  a  subsidiary  corporation  under this section shall state that the
    36  port authority is the person organizing the corporation.
    37    e. On or before the first day of January, two  thousand  fifteen,  and
    38  annually  on such day thereafter, any subsidiary corporation, in cooper-
    39  ation with the port authority, shall provide to the governor and  legis-
    40  lature of each state a report on the subsidiary corporation. Such report
    41  shall include for each subsidiary:
    42    (1)  The  complete  legal name, address and contact information of the
    43  subsidiary;
    44    (2) The structure of the organization of the subsidiary, including the
    45  names and titles of each of its members, directors and officers, as well
    46  as a chart of its organizational structure;

    47    (3) The complete bylaws and legal organization papers of  the  subsid-
    48  iary;
    49    (4) A complete report of the purpose, operations, mission and projects
    50  of  the subsidiary, including a statement of justification as to why the
    51  subsidiary is necessary to continue its operations for the public  bene-
    52  fit for the people of both states; and
    53    (5)  Any  other information the subsidiary corporation deems important
    54  to include in such report.
    55    § 10. Financial disclosure. 1. Notwithstanding any other provision  of
    56  law  to  the contrary, the commissioners, officers, and employees of the

        A. 3944--C                         15
 
     1  port authority shall file  annual  financial  disclosure  statements  as

     2  provided in this section.
     3    2.  (a)  The commissioners appointed by the governor from the state of
     4  New York shall file annual financial disclosure statements  pursuant  to
     5  section seventy-three-a of the public officers law.
     6    (b) Employees of the port authority who hold a policy-making position,
     7  as  determined  by  the port authority, or whose annual salary equals or
     8  exceeds the salary rate of SG-24 as set forth in paragraph a of subdivi-
     9  sion one of section 130 of the civil service law of  the  state  of  New
    10  York  as of April first of the year in which an annual financial disclo-
    11  sure statement shall be filed, shall file  annual  financial  disclosure
    12  statements  pursuant  to  section seventy-three-a of the public officers

    13  law.
    14    (c) Any person who is required to file  annual  disclosure  statements
    15  pursuant  to  this paragraph and paragraph (b) of this subdivision shall
    16  be subject to the provisions, including the enforcement  provisions,  of
    17  section seventy-three-a of the public officers law.
    18    (d)  The commissioners appointed by the governor from the state of New
    19  Jersey shall file annual financial disclosure statements as required  by
    20  New Jersey state law or executive order.
    21    §  11.  The  port  authority  shall  require an efficiency study to be
    22  conducted by an outside, independent efficiency expert to identify waste
    23  or abuse involving the authority. The initial study shall  be  completed

    24  within  twelve months of the effective date of this act, and made public
    25  at the first public meeting of the board of commissioners following  the
    26  completion  of the initial study.  Subsequent studies shall be completed
    27  and made available to the public every two years thereafter. A  copy  of
    28  each  study  conducted shall be submitted to the port authority's office
    29  of inspector general.
    30    § 12. Annual operating budget;  capital  strategy  plan.  1.  For  the
    31  purposes of this section:
    32    (a)  "GAAP"  means the generally accepted accounting principles estab-
    33  lished by the governmental accounting standards board.
    34    (b) "Major capital project" means an undertaking or  program  for  the

    35  acquisition,  creation,  or  development of any crossing, transportation
    36  facility, terminal facility, or commerce facility or any  part  thereof,
    37  with an estimated total project cost in excess of $500,000,000.
    38    2.  (a)  The  port authority shall prepare a detailed annual operating
    39  budget beginning with the fiscal year  commencing  after  the  effective
    40  date of the chapter of the laws of 2014 which added this section.
    41    (b)  The initial annual operating budget shall be made publicly avail-
    42  able, including on the port authority's internet  website,  in  July  of
    43  every fiscal year, and a final annual operating budget, which shall take
    44  into account public comment, shall be made available in February of each
    45  fiscal year.

    46    (c) It shall be the policy of the port authority that its annual oper-
    47  ating  budget  be balanced in accordance with GAAP principles, provided,
    48  however, special circumstances may permit that deficits be covered  with
    49  accrued reserves or other resources.
    50    3.  (a) The port authority shall prepare a long-range capital strategy
    51  plan and shall revise the long-range plan  every  four  years  beginning
    52  with  the fiscal year commencing after the effective date of the chapter
    53  of the laws of 2014 which added this section.
    54    (b) The capital strategy plan shall specify the projects to be  initi-
    55  ated and the expected cost of those projects. The commitment plans shall

        A. 3944--C                         16
 

     1  include  a financing plan that identifies the source of funding for each
     2  project.
     3    (c) Quarterly reports shall be prepared by the port authority and made
     4  publicly available with the status of each project in the capital strat-
     5  egy  plan.  These  reports  shall  compare actual and target performance
     6  measures, including but not limited to costs and construction schedules,
     7  and a narrative explanation of any discrepancy thereof.
     8    4. The port authority shall also provide that major  capital  projects
     9  are  monitored  by  independent engineering consultants. The independent
    10  consultants shall prepare quarterly reports to be provided to the  board
    11  and  to  the  public.  The  quarterly  reports  prepared  by independent

    12  consultants shall include, but not be limited to, a comparison of actual
    13  and target performance measures including, but not limited to, costs and
    14  construction schedules, and a narrative explanation of  any  discrepancy
    15  thereof.
    16                                ARTICLE VII-C
    17    §  1.  Needs assessment. The port authority shall require that a needs
    18  assessment be conducted by an independent entity prior to  any  increase
    19  in  fees,  tolls, charges or fares. The assessment shall be presented by
    20  the independent entity to the board of commissioners at a public meeting
    21  to be held at least 120 days prior to any meeting of  the  commissioners
    22  to vote to increase any fees, tolls, charges or fares.

    23    §  2.  Fees, tolls, charges and fare increases; hearings. (a) Not less
    24  than 30 days and not more than 90 days prior to any vote or action taken
    25  by the board of commissioners relating to any increase in the tolls  for
    26  the  use of any port authority bridge or tunnel, or fares for the use of
    27  the port  authority  trans-hudson  corporation  rail  system,  the  port
    28  authority  shall  conduct  at  least  six  public  hearings  in a manner
    29  prescribed pursuant to this section.
    30    (b) Locations for the public hearings shall be selected in such a  way
    31  as to be geographically accessible to a majority of users of the facili-
    32  ty  or facilities to be impacted by the toll or fare increase, as deter-

    33  mined by port authority data, provided that at least one  hearing  shall
    34  be held in each state.
    35    (c)  At  least  72  hours  before  any  hearing  held pursuant to this
    36  section, the port authority  shall  make  available  to  the  public  by
    37  conspicuously posting, at a minimum, the following information in one or
    38  more  designated  areas  and  on  the port authority's official internet
    39  website:
    40    (1) the amount of revenue expected to be generated from  the  increase
    41  in tolls or fares;
    42    (2)  a  detailed  explanation  of  how  the  revenues  raised from the
    43  increase in tolls or fares is expected to be spent; and
    44    (3) a written explanation of why the increase in  tolls  or  fares  is
    45  necessary.

    46    (d)  Each  hearing  shall  be attended by at least three commissioners
    47  from New York and three commissioners from New Jersey in office  at  the
    48  time of the hearing.
    49    (e) The port authority shall hold no more than one public hearing in a
    50  single day, and at least one-half of the public hearings shall be sched-
    51  uled to begin after 6:30 P.M., eastern standard time, on a weekday.
    52    §  3. Public participation. At each public meeting of the board and at
    53  each public meeting of each committee, the public shall  be  allotted  a
    54  period  of  time, not less than 60 minutes, to speak on any topic on the
    55  agenda. The public speaking period shall take place prior to  any  board
    56  or committee action.


        A. 3944--C                         17
 
     1    §  4. Agendas and related documents. (a) The port authority shall make
     2  available to the public meeting agendas at least 72  hours  before  each
     3  meeting  of  the board and each meeting of each committee. Public notice
     4  of the time and place of a meeting  shall  be  provided  to  appropriate
     5  media  outlets, shall be conspicuously posted in one  or more designated
     6  areas at least 72 hours before such meeting, and shall be  conspicuously
     7  posted  via the port authority's official internet website at least five
     8  business days before the meeting.
     9    (b) The port authority shall make available to the public  such  docu-
    10  ments  in  the  following  manner:  (1)  the agenda and public documents

    11  pertaining to a board or committee meeting shall be available for public
    12  inspection at an office of the port authority; and (2)  the  agenda  and
    13  public  documents  pertaining  to  a board or committee meeting shall be
    14  posted on the port authority's official internet website.  In  addition,
    15  the port authority shall send via electronic mail, the agenda and public
    16  documents  pertaining  to a board or committee meeting to each member of
    17  the New York state and the New Jersey state legislatures.
    18    § 5. The port authority shall ensure that each of the requirements set
    19  forth in sections two and three of this article shall be  complied  with
    20  before  placing  on the meeting agenda of the board of commissioners any

    21  item or matter relating to an increase in tolls, fees or other charges.
    22    § 6. (a) The port authority at the request  of  either  house  of  the
    23  state  legislature shall be required to appear before a committee of the
    24  requesting state legislature  to  present  testimony  on  any  topic  or
    25  subject requested by the committee or to respond to questions by members
    26  of such committee.
    27    (b)  The  port  authority  shall,  at a minimum, be represented by the
    28  chair or vice-chair of the board, the executive director or deputy exec-
    29  utive director, the chief financial officer, and any staff deemed neces-
    30  sary by the chair or vice-chair of the board, the executive director  or
    31  deputy  executive  director,  or  the chief financial officer to present

    32  testimony or respond to questions at any appearance required pursuant to
    33  this section. The committee may request the appearance of any officer or
    34  employee of the port authority.
    35    § 7. Barrier-free access. The port authority shall make or cause to be
    36  made all reasonable efforts to ensure that meetings are held in  facili-
    37  ties  that  permit barrier-free physical access to people with disabili-
    38  ties.  If the board determines to  use  video  conferencing  or  similar
    39  technology  to  conduct its meeting, it shall provide an opportunity for
    40  the public to attend, listen and observe at any site at which a  commis-
    41  sioner participates.
    42    §  5.  Sections 2 and 3 of article XV-A of section 1 of chapter 154 of

    43  the laws of 1921, relating to the Port Authority of  New  York  and  New
    44  Jersey,  as  added by chapter 275 of the laws of 1992, are amended and a
    45  new section 4 is added to read as follows:
    46    § 2. As used in this act:
    47    a. "Board" means the board of commissioners of the Port  Authority  of
    48  New York and New Jersey.
    49    b.  "Committee"  or  "committees"  means any standing committee estab-
    50  lished by the board, including, but not limited to, the audit committee,
    51  governance committee and finance committee required  to  be  established
    52  pursuant to section 2 of article IV of this act.
    53    c.  "Meeting"  means  any  gathering, whether corporeal or by means of
    54  communication equipment, which is attended by, or open  to,  the  board,
    55  held  with  the  intent,  on  the  part of the board members present, to

    56  discuss or act as a unit  upon  the  specific  public  business  of  the

        A. 3944--C                         18
 
     1  authority. "Meeting" does not mean a gathering (1) attended by less than
     2  an  effective  majority  of the board, or (2) attended by or open to all
     3  the members of three or more similar public bodies at  a  convention  or
     4  similar gathering.
     5    d.  "News media" means persons representing major wire services, tele-
     6  vision news  services,  radio  news  services  and  newspapers,  whether
     7  located in the states of New York or New Jersey or any other state.
     8    [c.]  e.  "Public  business"  mean  matters  which  relate in any way,
     9  directly or indirectly, to the performance of the functions of the  port
    10  authority of New York and New Jersey or the conduct of its business.

    11    § 3.  a. Notwithstanding the provision of any other law to the contra-
    12  ry,  all  meetings  of  the board are declared to be public meetings and
    13  shall be open to the public and members of the news media,  individually
    14  and  collectively,  for the purpose of observing the full details of all
    15  phases of the deliberation, policy-making, and  decision-making  of  the
    16  board.
    17   b.  The  board  shall  adopt [and promulgate], within six months of the
    18  effective date of this act, appropriate rules and regulations concerning
    19  proper notice to the public and the news media of its meetings  and  the
    20  right  of the public and the news media to be present at meetings of the

    21  authority. The rules and regulations adopted pursuant  to  this  section
    22  shall provide for the same notice and right of the public and news media
    23  to be present, as well as any other rights and duties as are provided in
    24  sections  3  and  4  of article VII-C of this act, and section 4 of this
    25  article. The board may incorporate in its rules and  regulations  condi-
    26  tions  under which it may exclude the public from a meeting or a portion
    27  thereof.
    28    c. Any rules or regulations adopted hereunder shall become a  part  of
    29  the  minutes  of the port authority of New York and New Jersey and shall
    30  be subject to the approval of the governor of New Jersey and the  gover-
    31  nor of New York.
    32    § 4. a. All meetings of the port authority shall be open to the public

    33  at  all times. Upon a majority vote of its total membership, taken in an
    34  open meeting pursuant to a motion identifying the general area or  areas
    35  of  the subject or subjects to be considered, the board of commissioners
    36  may exclude the public only from that portion of a meeting at which  the
    37  board of commissioners discusses:
    38    (1)  any  matter  for  which the release of information would impair a
    39  right to receive funds from the government of the United States;
    40    (2) any material the disclosure of  which  constitute  an  unwarranted
    41  invasion of individual or personal privacy;
    42    (3)  any  collective bargaining agreement, or the terms and conditions
    43  which are proposed for inclusion in any collective bargaining agreement,

    44  including the negotiation of  the  terms  and  conditions  thereof  with
    45  employees or representatives of employees of the port authority;
    46    (4)  any  matter involving the purchase, lease, or acquisition of real
    47  property with port authority funds, the proposed acquisition of  securi-
    48  ties,  the  sale or exchange of securities held by the port authority or
    49  investment of port authority funds, if it  could  adversely  affect  the
    50  public interest if discussion of the matter was disclosed;
    51    (5) any matter which would imperil the public safety if disclosed;
    52    (6)  any  pending or anticipated litigation or contract negotiation in
    53  which the port authority is, or may become, a party, or matters  falling

    54  within the attorney-client privilege, to the extent that confidentiality
    55  is required in order for the attorney to exercise the attorney's ethical
    56  duties as a lawyer;

        A. 3944--C                         19
 
     1    (7)  any  matter involving the employment, appointment, termination of
     2  employment, terms  and  conditions  of  employment,  evaluation  of  the
     3  performance  of,  promotion, or disciplining of any specific prospective
     4  officer or employee or current officer or employee employed or appointed
     5  by the port authority, unless all the individual employees or appointees
     6  whose  rights  could  be  adversely affected request in writing that the
     7  matter or matters be discussed at a public meeting; or

     8    (8) any deliberation of the port authority occurring  after  a  public
     9  hearing  that  may  result in the imposition of a specific civil penalty
    10  upon the responding party or the suspension or  loss  of  a  license  or
    11  permit  belonging to the responding party as a result of an act or omis-
    12  sion for which the responding party bears responsibility.
    13    b. The port authority shall keep reasonably comprehensible minutes  of
    14  all  its  meetings  showing the time and place, the members present, the
    15  subjects considered, the actions taken, the vote of  each  member  which
    16  shall  be  promptly available to the public pursuant to subdivision c of
    17  this section to the extent that making these matters public shall not be

    18  inconsistent with subdivision a of this section.
    19    c. Minutes of each meeting shall be available to the public within two
    20  weeks from the date of such meeting.
    21    d. The minutes shall indicate for each item on the agenda, the vote or
    22  each board member in attendance at  an  open  meeting  or  an  executive
    23  session of the board or a committee of the board. Each item on the agen-
    24  da shall be voted on separately.
    25    §  6.  Paragraph  (c)  of  subdivision 1 of section 73-a of the public
    26  officers law is amended by adding a new subparagraph  (iv)  to  read  as
    27  follows:
    28    (iv)  notwithstanding  the  provisions  of  subparagraph (iii) of this
    29  paragraph to the contrary, the commissioners of the  port  authority  of

    30  New  York  and  New Jersey appointed by the governor of the state of New
    31  York; all officers of such port authority; and any employee of such port
    32  authority who holds a policy-making position, as determined by such port
    33  authority, or whose annual salary equals or exceeds the salary  rate  of
    34  SG-24  as  set  forth  in  paragraph a of subdivision one of section one
    35  hundred thirty of the civil service law as of April first of the year in
    36  which an annual financial disclosure statement shall be filed.
    37    § 7. Severability clause. If any clause, sentence, paragraph, subdivi-
    38  sion, section or part of this act shall be  adjudged  by  any  court  of
    39  competent  jurisdiction  to  be invalid, such judgment shall not affect,
    40  impair, or invalidate the remainder thereof, but shall  be  confined  in

    41  its  operation  to the clause, sentence, paragraph, subdivision, section
    42  or part thereof directly involved in the controversy in which such judg-
    43  ment shall have been rendered. It is hereby declared to be the intent of
    44  the legislature that this act would  have  been  enacted  even  if  such
    45  invalid provisions had not been included herein.
    46    §  8.  This  act  shall take effect upon the enactment into law by the
    47  state of New Jersey of legislation having an identical effect with  this
    48  act,  but  if  the  state  of New Jersey shall have already enacted such
    49  legislation this act shall take effect immediately. The chairman of  the
    50  port  authority  shall  notify  the legislative bill drafting commission
    51  upon the enactment into law of such legislation by both such  states  in
    52  order  that the commission may maintain an accurate and timely effective

    53  data base of the official text of the laws of the state of New  York  in
    54  furtherance  of effecting the provision of section 44 of the legislative
    55  law and section 70-b of the public officers law.
Go to top