A03944 Summary:
BILL NO | A03944C |
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SAME AS | SAME AS S07721 |
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SPONSOR | Brennan (MS) |
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COSPNSR | Cusick, Titone, Cook, Kellner, Millman, Rosenthal, Malliotakis, Robinson, Kavanagh, Abinanti, Weprin, Bronson, Rozic, Otis, Aubry, Buchwald, Titus, Miller, Jacobs, Camara, Gunther |
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MLTSPNSR | 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, Sweeney, Weisenberg, Wright, Zebrowski |
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Amd Arts IV, VII & XV-A, add Arts VII-B & VII-C, S1 of Chap 154 of 1921; amd S73-a, Pub Off L | |
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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. |
A03944 Actions:
BILL NO | A03944C | |||||||||||||||||||||||||||||||||||||||||||||||||
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01/30/2013 | referred to corporations, authorities and commissions | |||||||||||||||||||||||||||||||||||||||||||||||||
04/23/2013 | reported referred to codes | |||||||||||||||||||||||||||||||||||||||||||||||||
04/30/2013 | reported referred to ways and means | |||||||||||||||||||||||||||||||||||||||||||||||||
05/07/2013 | reported | |||||||||||||||||||||||||||||||||||||||||||||||||
05/09/2013 | advanced to third reading cal.312 | |||||||||||||||||||||||||||||||||||||||||||||||||
05/20/2013 | passed assembly | |||||||||||||||||||||||||||||||||||||||||||||||||
05/20/2013 | delivered to senate | |||||||||||||||||||||||||||||||||||||||||||||||||
05/21/2013 | REFERRED TO CITIES | |||||||||||||||||||||||||||||||||||||||||||||||||
01/08/2014 | DIED IN SENATE | |||||||||||||||||||||||||||||||||||||||||||||||||
01/08/2014 | RETURNED TO ASSEMBLY | |||||||||||||||||||||||||||||||||||||||||||||||||
01/08/2014 | ordered to third reading cal.191 | |||||||||||||||||||||||||||||||||||||||||||||||||
01/22/2014 | committed to corporations, authorities and commissions | |||||||||||||||||||||||||||||||||||||||||||||||||
01/29/2014 | amend and recommit to corporations, authorities and commissions | |||||||||||||||||||||||||||||||||||||||||||||||||
01/29/2014 | print number 3944a | |||||||||||||||||||||||||||||||||||||||||||||||||
02/04/2014 | reported referred to codes | |||||||||||||||||||||||||||||||||||||||||||||||||
02/26/2014 | reported referred to ways and means | |||||||||||||||||||||||||||||||||||||||||||||||||
05/27/2014 | amend (t) and recommit to ways and means | |||||||||||||||||||||||||||||||||||||||||||||||||
05/27/2014 | print number 3944b | |||||||||||||||||||||||||||||||||||||||||||||||||
05/30/2014 | amend and recommit to ways and means | |||||||||||||||||||||||||||||||||||||||||||||||||
05/30/2014 | print number 3944c | |||||||||||||||||||||||||||||||||||||||||||||||||
06/09/2014 | reported referred to rules | |||||||||||||||||||||||||||||||||||||||||||||||||
06/11/2014 | reported | |||||||||||||||||||||||||||||||||||||||||||||||||
06/11/2014 | rules report cal.126 | |||||||||||||||||||||||||||||||||||||||||||||||||
06/11/2014 | ordered to third reading rules cal.126 | |||||||||||||||||||||||||||||||||||||||||||||||||
06/11/2014 | passed assembly | |||||||||||||||||||||||||||||||||||||||||||||||||
06/11/2014 | delivered to senate | |||||||||||||||||||||||||||||||||||||||||||||||||
06/11/2014 | REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS | |||||||||||||||||||||||||||||||||||||||||||||||||
06/18/2014 | SUBSTITUTED FOR S7721 | |||||||||||||||||||||||||||||||||||||||||||||||||
06/18/2014 | 3RD READING CAL.1503 | |||||||||||||||||||||||||||||||||||||||||||||||||
06/18/2014 | PASSED SENATE | |||||||||||||||||||||||||||||||||||||||||||||||||
06/18/2014 | RETURNED TO ASSEMBLY | |||||||||||||||||||||||||||||||||||||||||||||||||
12/16/2014 | delivered to governor | |||||||||||||||||||||||||||||||||||||||||||||||||
12/27/2014 | vetoed memo.569 | |||||||||||||||||||||||||||||||||||||||||||||||||
12/29/2014 | tabled |
A03944 Floor Votes:
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
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
A03944 Text:
Go to top 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. LBD05559-13-4A. 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 bestA. 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 complyA. 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 byA. 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 ofA. 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 forA. 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 notA. 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 theA. 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 shallA. 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 theA. 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.