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.
STATE OF NEW YORK
________________________________________________________________________
7721
IN SENATE
June 2, 2014
___________
Introduced by Sens. LANZA, GOLDEN, RANZENHOFER, PERKINS -- read twice
and ordered printed, and when printed to be committed to the Committee
on Corporations, Authorities and Commissions
AN ACT to amend chapter 154 of the laws of 1921, relating to the Port
Authority of New York and New Jersey and to amend the public officers
law, in relation to enacting the "port authority of New York and New
Jersey transparency and accountability act of 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:
7 ARTICLE IV
8 § 1. Commissioners. The port authority shall consist of twelve commis-
9 sioners, six resident voters from the state of New York, at least four
10 of whom shall be resident voters of the city of New York, and six resi-
11 dent voters from the state of New Jersey, at least four of whom shall be
12 resident voters within the New Jersey portion of the district, the New
13 York members to be chosen by the state of New York and the New Jersey
14 members by the state of New Jersey in the manner and for the terms fixed
15 and determined from time to time by the legislature of each state
16 respectively, except as herein provided. Each commissioner may be
17 removed or suspended from office as provided by the law of the state
18 from which he shall be appointed.
19 § 2. Role and responsibilities of commissioners. a. Commissioners
20 shall (1) execute direct oversight of the authority's chief executive
21 and other management in the effective and ethical management of the
22 authority; (2) understand, review and monitor the implementation of
23 fundamental financial and management controls and operational decisions
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD05559-15-4
S. 7721 2
1 of the authority; (3) establish policies regarding the payment of sala-
2 ry, compensation and reimbursements to, and establish rules for the time
3 and attendance of, the chief executive and management; (4) adopt a code
4 of ethics applicable to each officer, director and employee that, at a
5 minimum, includes the applicable standards established in the ethics law
6 of both states; (5) establish written policies and procedures on person-
7 nel including policies protecting employees from retaliation for
8 disclosing information concerning acts of wrongdoing, misconduct,
9 malfeasance, or other inappropriate behavior by an employee or board
10 member of the authority, investments, travel, the acquisition of real
11 property and the disposition of real and personal property and the
12 procurement of goods and services; and (6) adopt a defense and indemni-
13 fication policy and disclose such plan to any and all prospective board
14 members.
15 b. (1) The commissioners shall perform each of their duties as board
16 members, including, but not limited to, those imposed by this section,
17 in good faith and with that degree of diligence, care and skill which an
18 ordinarily prudent person in like position would use under similar
19 circumstances, and may take into consideration the views and policies of
20 any elected official or body, or other person and ultimately apply inde-
21 pendent judgment in the best interest of the port authority, its mission
22 and the public.
23 (2) At the time that a commissioner takes and subscribes his or her
24 oath of office, or within sixty days after the effective date of this
25 paragraph if the commissioner has already taken and subscribed his or
26 her oath of office, the commissioner shall execute an acknowledgment, in
27 a form developed by the port authority, in which the commissioner shall,
28 at a minimum:
29 (i) acknowledge that he or she understands that a commissioner has a
30 fiduciary obligation to perform duties and responsibilities to the best
31 of his or her abilities, in good faith and with proper diligence and
32 care, consistent with the enabling compact, mission, and by-laws of the
33 port authority and the applicable laws of both states; and that the
34 fiduciary duty to the port authority is derived from and governed by its
35 mission;
36 (ii) acknowledge that he or she understands his or her duty of loyalty
37 and care to the authority and commitment to the port authority's mission
38 and the public interest; and his or her obligation to act in the best
39 interests of the port authority and the people whom the port authority
40 serves;
41 (iii) agree that a commissioner has an obligation to become knowledge-
42 able about the mission, purpose, functions, responsibilities, and statu-
43 tory duties of the port authority and, when necessary, to make reason-
44 able inquiry of management and others with knowledge and expertise so as
45 to inform his or her decisions;
46 (iv) agree to exercise independent judgment on all matters before the
47 board;
48 (v) agree not to divulge confidential discussions and confidential
49 matters that come before the board for consideration or action;
50 (vi) agree to disclose to the board any conflicts, or the appearance
51 of a conflict, of a personal, financial, ethical, or professional nature
52 that could inhibit the commissioner from performing his or her duties in
53 good faith and with due diligence and care; and
54 (vii) certify that he or she does not have any interest, financial or
55 otherwise, direct or indirect, or engage in any business or transaction
56 or professional activity or incur any obligation of any nature, which is
S. 7721 3
1 in substantial conflict with the proper discharge of the commissioner's
2 duties in the public interest.
3 c. Individuals appointed to the board of commissioners shall partic-
4 ipate in training approved by the inspector general of the port authori-
5 ty regarding their legal, fiduciary, financial and ethical responsibil-
6 ities as directors of an authority within six months of appointment to
7 the authority. Board members shall participate in continuing training as
8 may be required to remain informed of best practices, regulatory and
9 statutory changes relating to the effective oversight of the management
10 and financial activities of public authorities and to adhere to the
11 highest standards of responsible governance.
12 d. No board member, including the chairperson, shall serve as the port
13 authority's chief executive officer, executive director, chief financial
14 officer, comptroller, or hold any other equivalent position while serv-
15 ing as a member of the board.
16 e. The board of commissioners shall establish an audit committee to be
17 comprised of not less than three independent members, who shall consti-
18 tute a majority on the committee, and who shall possess the necessary
19 skills to understand the duties and functions of the audit committee;
20 provided, however, that in the event that a board has less than three
21 independent members, the board may appoint non-independent members to
22 the audit committee, provided that the independent members must consti-
23 tute a majority of the members of the audit committee. Members of the
24 audit committee shall be familiar with corporate financial and account-
25 ing practices. The committee shall recommend to the board the hiring of
26 a certified independent accounting firm to audit the port authority,
27 establish the compensation to be paid to the accounting firm and provide
28 direct oversight of the performance of the independent audit performed
29 by the accounting firm hired for such purposes.
30 f. (1) The board of commissioners shall establish a governance commit-
31 tee to be comprised of not less than three independent members, who
32 shall constitute a majority on the committee, and who shall possess the
33 necessary skills to understand the duties and functions of the gover-
34 nance committee; provided, however, that in the event that a board has
35 less than three independent members, the board may appoint non-indepen-
36 dent members to the governance committee, provided that the independent
37 members must constitute a majority of the members of the governance
38 committee. It shall be the responsibility of the members of the gover-
39 nance committee to keep the board informed of current best governance
40 practices; to review corporate governance trends; to recommend updates
41 to the authority's corporate governance principles; to advise the port
42 authority on the skills and experiences required of potential board
43 members; to examine ethical and conflict of interest issues; to perform
44 board self-evaluations; and to recommend by-laws which include rules and
45 procedures for conduct of board business.
46 (2) The governance committee shall examine, at least annually, the
47 working and professional relationship between employees appointed by the
48 governor of New York and those appointed by the governor of New Jersey
49 to ensure maximum communication, coordination and cooperation among and
50 between such employees. The committee shall report its findings and
51 recommendations to the full board at the first board meeting of each
52 calendar year.
53 g. The board of commissioners shall establish a finance committee to
54 be comprised of not less than three independent members, who shall
55 constitute a majority on the committee, and who shall possess the neces-
56 sary skills to understand the duties and functions of the committee;
S. 7721 4
1 provided, however, that in the event that a board has less than three
2 independent members, the board may appoint non-independent members to
3 the finance committee, provided that the independent members must
4 constitute a majority of the members of the finance committee. It shall
5 be the responsibility of the members of the finance committee to review
6 proposals for the issuance of debt by the authority and its subsidiaries
7 and make recommendations.
8 h. For the purposes of this section, an independent member is one who:
9 (1) is not, and in the past two years has not been, employed by the
10 port authority or an affiliate in an executive capacity;
11 (2) is not, and in the past two years has not been, employed by an
12 entity that received remuneration valued at more than fifteen thousand
13 dollars for goods and services provided to the port authority or
14 received any other form of financial assistance valued at more than
15 fifteen thousand dollars from the port authority;
16 (3) is not a relative of an executive officer or employee in an execu-
17 tive position of the port authority or an affiliate; and
18 (4) is not, and in the past two years has not been, a lobbyist regis-
19 tered under a state or local law and paid by a client to influence the
20 management decisions, contract awards, rate determinations or any other
21 similar actions of the port authority or an affiliate.
22 i. Notwithstanding any provision of any general, special or local law,
23 municipal charter or ordinance to the contrary, the board shall not,
24 directly or indirectly, including through any subsidiary, extend or
25 maintain credit, arrange for the extension of credit, or renew an exten-
26 sion of credit, in the form of a personal loan to or for any officer,
27 board member or employee, or equivalent thereof, of the port authority.
28 j. (1) A board member shall not vote on or participate in any board or
29 committee discussions with respect to any agenda item if the board
30 member, a member of the board member's immediate family, or a business
31 organization in which the board member has an interest, has a direct or
32 indirect financial involvement that may reasonably be expected to impair
33 the board member's objectivity or independence of judgment or to create
34 the appearance of impropriety. Such board member shall be recused from
35 any discussions or voting on the agenda item. A board member shall
36 clearly indicate the board member's recusal from voting on an agenda
37 item and the minutes shall clearly reflect that recusal.
38 (2) For the purposes of this subdivision, the terms:
39 (a) "immediate family" shall mean: a spouse, domestic partner, partner
40 in a civil union, son, daughter, grandson, granddaughter, father, moth-
41 er, grandfather, grandmother, great-grandfather, great-grandmother,
42 brother, sister, nephew, niece, uncle or aunt. Relatives by adoption,
43 half-blood, marriage or remarriage shall be treated as relatives of the
44 whole kinship; and
45 (b) "interest" shall mean: (i) if the business organization is a part-
46 nership, the board member or the board member's immediate family is a
47 partner or owner of 10 percent or more of the assets of the partnership,
48 or (ii) if the business organization is a corporation, the board member
49 or the board member's immediate family owns or controls 10 percent or
50 more of the stock of the corporation, or serves as a director or officer
51 of the corporation.
52 § 3. Article VII of section 1 of chapter 154 of the laws of 1921,
53 relating to the Port Authority of New York and New Jersey, is amended to
54 read as follows:
55 ARTICLE VII.
S. 7721 5
1 The port authority shall have such additional powers and duties as may
2 hereafter be delegated to or imposed upon it from time to time by the
3 action of the legislature of either state concurred in by the legisla-
4 ture of the other. Unless and until otherwise provided, it shall make an
5 annual report to the legislature of both states pursuant to section
6 three of article VII-B of this act, setting forth in detail the oper-
7 ations and transactions conducted by it pursuant to this agreement and
8 any legislation thereunder. The port authority shall not pledge the
9 credit of either state except by and with the authority of the legisla-
10 ture thereof.
11 § 4. Chapter 154 of the laws of 1921, relating to the Port Authority
12 of New York and New Jersey, is amended by adding two new articles VII-B
13 and VII-C to read as follows:
14 ARTICLE VII-B
15 § 1. Additional powers, duties and responsibilities. In addition to
16 the powers and duties set forth in article VII of this act, the port
17 authority shall have the following powers, duties and responsibilities
18 set forth in this article.
19 § 2. Disposition of property. a. Definitions. For the purposes of
20 this article, unless a different meaning is required by the context:
21 (1) "Contracting officer" shall mean the officer or employee of the
22 port authority who shall be appointed by resolution of the board of the
23 port authority to be responsible for the disposition of property.
24 (2) "Dispose" or "disposal" shall mean transfer of title or any other
25 beneficial interest in personal or real property in accordance with
26 subdivision c of this section.
27 (3) "Property" shall mean personal property in excess of five thousand
28 dollars in value, real property, and any inchoate or other interest in
29 such property, to the extent that such interest may be conveyed to
30 another person for any purpose, excluding an interest securing a loan or
31 other financial obligation of another party.
32 b. Duties of the port authority with respect to the disposal of prop-
33 erty. (1) The port authority shall adopt by resolution comprehensive
34 guidelines which shall (a) detail the authority's operative policy and
35 instructions regarding the use, awarding, monitoring and reporting of
36 contracts for the disposal of property, and (b) designate a contracting
37 officer who shall be responsible for the authority's compliance with,
38 and enforcement of, such guidelines. Such guidelines shall be consistent
39 with, and shall require the authority's contracting activities to comply
40 with this section, the authority's enabling legislation and any other
41 applicable law for the disposal of property, except that such guidelines
42 may be stricter than the provisions of this section, the authority's
43 enabling legislation and any other applicable law for the disposal of
44 property if the authority determines that additional safeguards are
45 necessary to assure the integrity of its disposition activities. Guide-
46 lines approved by the authority shall be annually reviewed and approved
47 by the board of commissioners of the authority. On or before the thir-
48 ty-first day of March in each year, the authority shall file with the
49 state comptroller of each state a copy of the guidelines most recently
50 reviewed and approved by the authority, including the name of the
51 authority's designated contracting officer. At the time of filing such
52 guidelines with the state comptroller, the authority shall also post
53 such guidelines on the authority's internet website. Guidelines posted
54 on the authority's internet website shall be maintained on such website
55 at least until the procurement guidelines for the following year are
56 posted on such website.
S. 7721 6
1 (2) The port authority shall:
2 (a) maintain adequate inventory controls and accountability systems
3 for all property under its control;
4 (b) periodically inventory such property to determine which property
5 shall be disposed of;
6 (c) produce a written report of such property in accordance with para-
7 graph three of this subdivision;
8 (d) transfer or dispose of such property as promptly as possible in
9 accordance with subdivision c of this section.
10 (3)(a) The port authority shall publish, not less frequently than
11 annually, a report listing all real property of the authority. Such
12 report shall include a list and full description of all real and
13 personal property disposed of during such period. The report shall
14 contain the price received by the authority and the name of the purchas-
15 er for all such property sold by the authority during such period.
16 (b) The port authority shall deliver copies of such report to the
17 governor, state comptroller, and the legislature of each state.
18 c. Disposal of port authority property. (1) Supervision and direction.
19 Except as otherwise provided in this section, the contracting officer
20 designated by the port authority shall have supervision and direction
21 over the disposition of property of the authority.
22 (2) Custody and control. The custody and control of the property of
23 the port authority, pending its disposition, and the disposal of such
24 property, shall be performed by the authority.
25 (3) Method of disposition. Subject to subdivision b of this section,
26 the port authority may dispose of property for not less than the fair
27 market value of such property by sale, exchange, or transfer, for cash,
28 credit, or other property, with or without warranty, and upon such other
29 terms and conditions as the contracting officer deems proper, and it may
30 execute such documents for the transfer of title or other interest in
31 property and take such other action as it deems necessary or proper to
32 dispose of such property under the provisions of this section.
33 Provided, however, that no disposition of real property, or any interest
34 in real property, shall be made unless an appraisal of the value of such
35 property has been made by an independent appraiser and included in the
36 record of the transaction, and, provided further, that no disposition of
37 any other property, which because of its unique nature or the unique
38 circumstances of the proposed transaction is not readily valued by
39 reference to an active market for similar property, shall be made with-
40 out a similar appraisal.
41 (4) Validity of deed, bill of sale, lease, or other instrument. A
42 deed, bill of sale, lease, or other instrument executed by or on behalf
43 of the port authority, purporting to transfer title or any other inter-
44 est in property of the authority under this section shall be conclusive
45 evidence of compliance with the provisions of this section insofar as
46 concerns title or other interest of any bona fide grantee or transferee
47 who has given valuable consideration for such title or other interest
48 and has not received actual or constructive notice of lack of such
49 compliance prior to the closing.
50 (5) Bids for disposal; advertising; procedure; disposal by negoti-
51 ation; explanatory statement. (a) All disposals or contracts for
52 disposal of property of the port authority made or authorized by the
53 contracting officer shall be made after publicly advertising for bids
54 except as provided in subparagraph (c) of this paragraph.
55 (b) Whenever public advertising for bids is required under subpara-
56 graph (a) of this paragraph:
S. 7721 7
1 (i) the advertisement for bids shall be made at such time prior to the
2 disposal or contract, through such methods, and on such terms and condi-
3 tions as shall permit full and free competition consistent with the
4 value and nature of the property;
5 (ii) all bids shall be publicly disclosed at the time and place stated
6 in the advertisement; and
7 (iii) the award shall be made with reasonable promptness by notice to
8 the responsible bidder whose bid, conforming to the invitation for bids,
9 will be most advantageous to the port authority, price and other factors
10 considered; provided, that all bids may be rejected when it is in the
11 public interest to do so.
12 (c) Disposals and contracts for disposal of property may be negotiated
13 or made by public auction without regard to subparagraphs (a) and (b) of
14 this paragraph but subject to obtaining such competition as is feasible
15 under the circumstances, if:
16 (i) the personal property involved has qualities separate from the
17 utilitarian purpose of such property, such as artistic quality, antiqui-
18 ty, historical significance, rarity, or other quality of similar effect,
19 that would tend to increase its value, or if the personal property is to
20 be sold in such quantity that, if it were disposed of under subpara-
21 graphs (a) and (b) of this paragraph, would adversely affect the state
22 or local market for such property, and the estimated fair market value
23 of such property and other satisfactory terms of disposal can be
24 obtained by negotiation;
25 (ii) the fair market value of the property does not exceed fifteen
26 thousand dollars;
27 (iii) bid prices after advertising therefor are not reasonable, either
28 as to all or some part of the property, or have not been independently
29 arrived at in open competition;
30 (iv) the disposal will be to the state or any political subdivision,
31 and the estimated fair market value of the property and other satisfac-
32 tory terms of disposal are obtained by negotiation;
33 (v) under those circumstances permitted by paragraph six of this
34 subdivision; or
35 (vi) such action is otherwise authorized by law.
36 (d)(i) An explanatory statement shall be prepared of the circumstances
37 of each disposal by negotiation of:
38 (A) any personal property which has an estimated fair market value in
39 excess of fifteen thousand dollars;
40 (B) any real property that has an estimated fair market value in
41 excess of one hundred thousand dollars, except that any real property
42 disposed of by lease or exchange shall only be subject to subclauses (C)
43 and (D) of this clause;
44 (C) any real property disposed of by lease, if the estimated annual
45 rent over the term of the lease is in excess of fifteen thousand
46 dollars;
47 (D) any real property or real and related personal property disposed
48 of by exchange, regardless of value, or any property any part of the
49 consideration for which is real property.
50 (ii) Each such statement shall be transmitted to the persons entitled
51 to receive copies of the report required under subdivision b of this
52 section not less than ninety days in advance of such disposal, and a
53 copy thereof shall be preserved in the files of the port authority.
54 (6) Disposal of property for less than fair market value. (a) No asset
55 owned, leased or otherwise in the control of the port authority may be
S. 7721 8
1 sold, leased, or otherwise alienated for less than its fair market value
2 except if:
3 (i) the transferee is a government or other public entity, and the
4 terms and conditions of the transfer require that the ownership and use
5 of the asset will remain with the government or any other public entity;
6 (ii) the purpose of the transfer is within the purpose, mission or
7 governing statute of the port authority; or
8 (iii) in the event the port authority seeks to transfer an asset for
9 less than its fair market value to other than a governmental entity,
10 which disposal would not be consistent with the authority's mission,
11 purpose or governing statutes, such authority shall provide written
12 notification thereof to the governor of each state, and such proposed
13 transfer shall be subject to denial by either governor. Denial by the
14 governor shall take the form of a signed certification by the governor.
15 The governor shall take any such action within sixty days of receiving
16 notification of such proposed transfer. If no such certification is
17 performed within sixty days of such notification of the proposed trans-
18 fer to the governor, the authority may effectuate such transfer.
19 (b) In the event a below fair market value asset transfer is proposed,
20 the following information must be provided to the board of commissioners
21 and the public:
22 (i) a full description of the asset;
23 (ii) an appraisal of the fair market value of the asset and any other
24 information establishing the fair market value sought by the board;
25 (iii) a description of the purpose of the transfer, and a reasonable
26 statement of the kind and amount of the benefit to the public resulting
27 from the transfer, including but not limited to the kind, number,
28 location, wages or salaries of jobs created or preserved as required by
29 the transfer, the benefits, if any, to the communities in which the
30 asset is situated as are required by the transfer;
31 (iv) a statement of the value to be received compared to the fair
32 market value;
33 (v) the names of any private parties participating in the transfer,
34 and if different than the statement required by clause (iv) of this
35 subparagraph, a statement of the value to the private party; and
36 (vi) the names of other private parties who have made an offer for
37 such asset, the value offered, and the purpose for which the asset was
38 sought to be used.
39 (c) Before approving the disposal of any property for less than fair
40 market value, the board of commissioners shall consider the information
41 described in subparagraph (b) of this paragraph and make a written
42 determination that there is no reasonable alternative to the proposed
43 below-market transfer that would achieve the same purpose of such trans-
44 fer.
45 § 3. Annual report. a. The port authority shall submit to the gover-
46 nor, the state comptroller and the legislature of each state, within
47 ninety days after the end of its fiscal year, a complete and detailed
48 report or reports setting forth: (1) its operations and accomplishments;
49 (2) its financial reports certified by the chair and vice-chair of the
50 board; and the executive director, deputy executive director and chief
51 financial officer of the port authority, including (a) audited finan-
52 cials in accordance with generally accepted accounting principles, known
53 as GAAP, and the accounting standards issued by the governmental
54 accounting standards board, known as GASB, (b) grant and subsidy
55 programs, (c) operating and financial risks, (d) current ratings, if
56 any, of its bonds issued by recognized bond rating agencies and notice
S. 7721 9
1 of changes in such ratings, and (e) long-term liabilities, including
2 leases and employee benefit plans; (3) a schedule of its bonds and notes
3 outstanding at the end of its fiscal year, together with a statement of
4 the amounts redeemed and incurred during such fiscal year as part of a
5 schedule of debt issuance that includes the date of issuance, term,
6 amount, interest rate and means of repayment. Additionally, the debt
7 schedule shall include all refinancings, calls, refundings, defeasements
8 and interest rate exchange or other such agreements, and for any debt
9 issued during the reporting year, the schedule shall also include a
10 detailed list of costs of issuance for such debt; (4) a compensation
11 schedule that shall include, by position, title and name of the person
12 holding such position or title, the salary, compensation, allowance
13 and/or benefits provided to any officer, director or employee in a deci-
14 sion making or managerial position of such authority whose salary is in
15 excess of one hundred thousand dollars; (5) biographical information,
16 not including confidential personal information, for all directors and
17 officers and employees for whom salary reporting is required; (6) the
18 projects undertaken by such authority during the past year; (7) a list-
19 ing and description, in addition to the report required by subparagraph
20 (c) of paragraph two of subdivision b of section two of this article, of
21 all real property of the authority having an estimated fair market value
22 in excess of fifteen thousand dollars that the authority acquires or
23 disposes of during such period. The report shall contain the price
24 received or paid by the authority and the name of the purchaser or sell-
25 er for all such property sold or bought by the authority during such
26 period; (8) such authority's code of ethics; (9) an assessment of the
27 effectiveness of its internal control structure and procedures; (10) a
28 description of the authority and its board structure, including (a)
29 names of committees and committee members, (b) lists of board meetings
30 and attendance, (c) descriptions of major authority units, subsidiaries,
31 and (d) number of employees; (11) its charter, if any, and by-laws; (12)
32 a listing of material changes in operations and programs during the
33 reporting year; (13) at a minimum a four-year financial plan, including
34 (a) a current and projected capital budget, and (b) an operating budget
35 report, including an actual versus estimated budget, with an analysis
36 and measurement of financial and operating performance; (14) its board
37 performance evaluations; provided, however, that such evaluations shall
38 not be subject to disclosure under the freedom of information laws of
39 each state; (15) a description of the total amounts of assets, services
40 or both assets and services bought or sold without competitive bidding,
41 including (a) the nature of those assets and services, (b) the names of
42 the counterparties, and (c) where the contract price for assets
43 purchased exceeds fair market value, or where the contract price for
44 assets sold is less than fair market value, a detailed explanation of
45 the justification for making the purchase or sale without competitive
46 bidding, and a certification by the chief executive officer and chief
47 financial officer of the port authority that they have reviewed the
48 terms of such purchase or sale and determined that it complies with
49 applicable law and procurement guidelines; and (16) a description of any
50 material pending litigation in which the port authority is involved as a
51 party during the reporting year.
52 b. The port authority shall make accessible to the public, via its
53 official or shared internet web site, documentation pertaining to its
54 mission, current activities, most recent annual financial reports,
55 current year budget and its most recent independent audit report unless
S. 7721 10
1 such information is exempt from disclosure pursuant to either state's
2 freedom of information laws.
3 c. Every financial report submitted under this section shall be
4 approved by the board and shall be certified in writing by the chair and
5 vice-chair of the board; and the executive director, deputy executive
6 director and chief financial officer of the port authority, that based
7 on the officer's knowledge (1) the information provided therein is accu-
8 rate, correct and does not contain any untrue statement of material
9 fact; (2) does not omit any material fact which, if omitted, would cause
10 the financial statements to be misleading in light of the circumstances
11 under which such statements are made; and (3) fairly presents in all
12 material respects the financial condition and results of operations of
13 the authority as of, and for, the periods presented in the financial
14 statements.
15 § 4. Independent audits and audit reports. a. The port authority shall
16 submit to the governor, the state comptroller, and the legislature of
17 each state, together with the report described in section three of this
18 article, a copy of the annual independent audit report, performed by a
19 certified public accounting firm in accordance with generally accepted
20 auditing standards, and management letter and any other external exam-
21 ination of the books and accounts of the authority.
22 b. Each certified independent public accounting firm that performs any
23 audit required by this article shall timely report to the audit commit-
24 tee of such authority: (1) all critical accounting policies and prac-
25 tices to be used; (2) all alternative treatments of financial informa-
26 tion within generally accepted accounting principles that have been
27 discussed with management officials of the port authority, ramifications
28 of the use of such alternative disclosures and treatments, and the
29 treatment preferred by the certified independent public accounting firm;
30 and (3) other material written communications between the certified
31 independent public accounting firm and the management of the authority,
32 including as the management letter along with management's response or
33 plan of corrective action, material corrections identified or schedule
34 of unadjusted differences, where applicable.
35 c. Notwithstanding any other provision of law to the contrary, the
36 certified independent public accounting firm providing such authority's
37 annual independent audit will be prohibited in providing audit services
38 to the authority if the lead or coordinating audit partner having prima-
39 ry responsibility for the audit, or the audit partner responsible for
40 reviewing the audit, has performed audit services for that issuer in
41 each of the five previous fiscal years of such authority.
42 d. The certified independent public accounting firm performing the
43 port authority's audit shall be prohibited from performing any non-audit
44 services to such authority contemporaneously with the audit, unless
45 receiving previous written approval by the audit committee including:
46 (1) bookkeeping or other services related to the accounting records or
47 financial statements of such authority; (2) financial information
48 systems design and implementation; (3) appraisal or valuation services,
49 fairness opinions, or contribution-in-kind reports; (4) actuarial
50 services; (5) internal audit outsourcing services; (6) management func-
51 tions or human services; (7) broker or dealer, investment advisor, or
52 investment banking services; and (8) legal services and expert services
53 unrelated to the audit.
54 e. It shall be prohibited for any certified independent public
55 accounting firm to perform for the port authority any audit service if
56 the chief executive officer, comptroller, chief financial officer, chief
S. 7721 11
1 accounting officer, or any other person serving in an equivalent posi-
2 tion for the authority, was employed by that certified independent
3 public accounting firm and participated in any capacity in the audit of
4 the authority during the one year period preceding the date of the
5 initiation of the audit.
6 f. Notwithstanding any provision of law to the contrary, the port
7 authority may exempt information from disclosure or report, if the coun-
8 sel of such authority deems that such information is covered by either
9 state's freedom of information laws.
10 § 5. Whistleblower access and assistance program. a. Definitions.
11 (1) "Attorney general" shall mean the attorney general of the state of
12 New York and the attorney general of the state of New Jersey.
13 (2) "Employees" means those persons employed at the port authority,
14 including but not limited to: full-time and part-time employees, those
15 employees on probation, and temporary employees.
16 (3) "Inspector general" shall mean the inspector general of the port
17 authority.
18 (4) "Whistleblower" shall mean any employee of the port authority who
19 discloses information concerning acts of wrongdoing, misconduct, malfea-
20 sance, or other inappropriate behavior by an employee or board member of
21 the authority, concerning the authority's investments, travel, acquisi-
22 tion of real or personal property, the disposition of real or personal
23 property and the procurement of goods and services.
24 b. The inspector general, after consultation with the attorney general
25 of both states shall develop a whistleblower access and assistance
26 program which shall include, but not be limited to:
27 (1) evaluating and commenting on whistleblower programs and policies
28 by board of commissioners pursuant to paragraph five of subdivision a of
29 section two of article IV of this act;
30 (2) establishing toll-free telephone and facsimile lines available to
31 employees;
32 (3) offering advice regarding employee rights under applicable state
33 and federal laws and advice and options available to all persons; and
34 (4) offering an opportunity for employees to identify concerns regard-
35 ing any issue at the port authority.
36 c. Any communications between an employee and the inspector general
37 pursuant to this section shall be held strictly confidential by the
38 inspector general, unless the employee specifically waives in writing
39 the right to confidentiality, except that such confidentiality shall not
40 exempt the inspector general from disclosing such information, where
41 appropriate, to any law enforcement authority.
42 d. The port authority shall not fire, discharge, demote, suspend,
43 threaten, harass or discriminate against an employee because of the
44 employee's role as a whistleblower, insofar as the actions taken by the
45 employee are legal.
46 § 6. Lobbying contacts. a. Definitions. As used in this article:
47 (1) "lobbyist" shall have the same meaning as defined in the laws or,
48 rules or regulations of either state.
49 (2) "lobbying" shall mean and include any attempt to influence:
50 (a) the adoption or rejection of any rule or regulation having the
51 force and effect of law by the port authority,
52 (b) the outcome of any proceeding by the port authority to establish,
53 levy or collect fees, tolls, charges or fares, and
54 (c) the authorization, approval or award of any agreements, contracts
55 or purchase orders, including any settlement of port authority claims;
S. 7721 12
1 or any extension, amendment or modification of any existing agreement,
2 contract or order.
3 (3) "contact" shall mean any conversation, in person or by telephonic
4 or other electronic means, or correspondence between any lobbyist
5 engaged in the act of lobbying and any person within the port authority
6 who can make or influence a decision on the subject of the lobbying on
7 behalf of the authority, and shall include, at a minimum, all members of
8 the board of commissioners and all officers of the port authority.
9 b. The port authority shall maintain a record of all lobbying contacts
10 made with such authority.
11 c. Every board member, officer or employee of the port authority who
12 is contacted by a lobbyist shall make a contemporaneous record of such
13 contact containing the day and time of the contact, the identity of the
14 lobbyist and a general summary of the substance of the contact.
15 d. The port authority shall adopt a policy implementing the require-
16 ments of this section within one hundred eighty days of the effective
17 date of this article. Such policy shall appoint an officer to whom all
18 such records shall be delivered. Such officer shall maintain such
19 records for not less than seven years in a filing system designed to
20 organize such records in a manner so as to make such records useful to
21 determine whether the decisions of the authority were influenced by
22 lobbying contacts.
23 § 7. Inspector general. a. Establishment and organization. (1) There
24 is hereby established the office of the inspector general in the port
25 authority. The head of the office shall be the inspector general who
26 shall be appointed by, and report to, the board of commissioners of the
27 port authority.
28 (2) The inspector general shall hold office at the discretion of the
29 board of commissioners and until his or her successor is appointed and
30 has qualified.
31 (3) The inspector general may appoint one or more deputy inspectors
32 general to serve at his or her pleasure, who shall be responsible for
33 conducting audits and investigations in the port authority.
34 b. Functions and duties. The inspector general shall have the follow-
35 ing duties and responsibilities:
36 (1) receive and investigate complaints from any source, or upon his or
37 her own initiative, concerning allegations of corruption, fraud, crimi-
38 nal activity, conflicts of interest or abuse in the port authority or
39 its subsidiaries;
40 (2) inform the board of commissioners and executive director of such
41 allegations and the progress of investigations related thereto, unless
42 special circumstances require confidentiality;
43 (3) determine with respect to such allegations whether disciplinary
44 action, civil or criminal prosecution, or further investigation by an
45 appropriate federal, state or local agency is warranted, and to assist
46 in such investigations;
47 (4) prepare and release to the public written reports of such investi-
48 gations, as appropriate and to the extent permitted by law, subject to
49 redaction to protect the confidentiality of witnesses. The release of
50 all or portions of such reports may be deferred to protect the confiden-
51 tiality of ongoing investigations;
52 (5) review and examine periodically the policies and procedures of the
53 port authority with regard to the prevention and detection of
54 corruption, fraud, criminal activity, conflicts of interest or abuse;
55 (6) recommend remedial action to prevent or eliminate corruption,
56 fraud, criminal activity, conflicts of interest or abuse;
S. 7721 13
1 (7) establish programs for training port authority officers and
2 employees regarding the prevention and elimination of corruption, fraud,
3 criminal activity, conflicts of interest or abuse.
4 c. Powers. The inspector general shall have the power to:
5 (1) subpoena and enforce the attendance of witnesses;
6 (2) administer oaths or affirmations and examine witnesses under oath;
7 (3) require the production of any books and papers deemed relevant or
8 material to any investigation, examination or review;
9 (4) notwithstanding any law to the contrary, examine and copy or
10 remove documents or records of any kind prepared, maintained or held by
11 the port authority and its subsidiaries;
12 (5) require any officer or employee of the port authority or its
13 subsidiaries to answer questions concerning any matter related to the
14 performance of his or her official duties. No statement or other
15 evidence derived therefrom may be used against such officer or employee
16 in any subsequent criminal prosecution other than for perjury or
17 contempt arising from such testimony. The refusal of any officer or
18 employee to answer questions shall be cause for removal from office or
19 employment or other appropriate penalty;
20 (6) monitor the implementation by the port authority of any recommen-
21 dations made by the inspector general;
22 (7) perform any other functions that are necessary or appropriate to
23 fulfill the duties and responsibilities of office.
24 d. Responsibilities of port authority officers and employees. Every
25 officer or employee in the port authority and its subsidiaries shall
26 report promptly to the inspector general any information concerning
27 corruption, fraud, criminal activity, conflicts of interest or abuse by
28 another port authority officer or employee relating to his or her office
29 or employment, or by a person having business dealings with the port
30 authority relating to those dealings. The knowing failure of any officer
31 or employee to so report shall be cause for removal from office or
32 employment or other appropriate penalty. Any officer or employee who
33 acts pursuant to this section by reporting to the inspector general
34 improper governmental action shall not be subject to dismissal, disci-
35 pline or other adverse personnel action.
36 § 8. Reporting of port authority debt. At least sixty days prior to
37 the end of its fiscal year, the port authority shall submit to the
38 governor, state comptroller and legislature of each state a statement of
39 intent to guide the authority's issuance and overall amount of bonds,
40 notes, or other debt obligations it may issue during the upcoming fiscal
41 year.
42 § 9. Subsidiaries of the port authority. a. Notwithstanding any law to
43 the contrary, the port authority shall not have the power to organize
44 any subsidiary corporation unless the legislature of both states shall
45 have enacted a law granting the authority such power for the organiza-
46 tion of a specific corporation, provided, however, that the port author-
47 ity may organize a subsidiary corporation pursuant to the following
48 requirements:
49 (1) the purpose for which the subsidiary corporation shall be organ-
50 ized shall be for a project or projects which the authority has the
51 power to pursue pursuant to its corporate purposes;
52 (2) the primary reason for which the subsidiary corporation shall be
53 organized shall be to limit the potential liability impact of the
54 subsidiary's project or projects on the authority or because state or
55 federal law requires that the purpose of a subsidiary be undertaken
56 through a specific corporate structure; and
S. 7721 14
1 (3) the subsidiary corporation shall make the reports and other
2 disclosures as are required by the port authority, unless the subsidiary
3 corporation's operations and finances are consolidated with those of the
4 authority.
5 b. In such cases where the port authority is granted the power to
6 organize a subsidiary corporation pursuant to subdivision a of this
7 section, the authority shall file, no less than sixty days prior to the
8 formation of such subsidiary, notice to the governor, the comptroller,
9 and the legislature of each state that it will be creating a subsidiary.
10 c. Subsidiary corporations formed under subdivision a of this section
11 shall not have the authority to issue bonds, notes or other debts,
12 provided, however, that such subsidiary corporations may issue notes or
13 other debt to the port authority. No such debt issued by the subsidiary
14 to the authority shall in total exceed, at any time, a principal amount
15 of five hundred thousand dollars or, during the nine months after the
16 formation of the subsidiary, one million dollars.
17 d. The certificate of incorporation or other document filed to organ-
18 ize a subsidiary corporation under this section shall state that the
19 port authority is the person organizing the corporation.
20 e. On or before the first day of January, two thousand fifteen, and
21 annually on such day thereafter, any subsidiary corporation, in cooper-
22 ation with the port authority, shall provide to the governor and legis-
23 lature of each state a report on the subsidiary corporation. Such report
24 shall include for each subsidiary:
25 (1) The complete legal name, address and contact information of the
26 subsidiary;
27 (2) The structure of the organization of the subsidiary, including the
28 names and titles of each of its members, directors and officers, as well
29 as a chart of its organizational structure;
30 (3) The complete bylaws and legal organization papers of the subsid-
31 iary;
32 (4) A complete report of the purpose, operations, mission and projects
33 of the subsidiary, including a statement of justification as to why the
34 subsidiary is necessary to continue its operations for the public bene-
35 fit for the people of both states; and
36 (5) Any other information the subsidiary corporation deems important
37 to include in such report.
38 § 10. Financial disclosure. 1. Notwithstanding any other provision of
39 law to the contrary, the commissioners, officers, and employees of the
40 port authority shall file annual financial disclosure statements as
41 provided in this section.
42 2. (a) The commissioners appointed by the governor from the state of
43 New York shall file annual financial disclosure statements pursuant to
44 section seventy-three-a of the public officers law.
45 (b) Employees of the port authority who hold a policy-making position,
46 as determined by the port authority, or whose annual salary equals or
47 exceeds the salary rate of SG-24 as set forth in paragraph a of subdivi-
48 sion one of section 130 of the civil service law of the state of New
49 York as of April first of the year in which an annual financial disclo-
50 sure statement shall be filed, shall file annual financial disclosure
51 statements pursuant to section seventy-three-a of the public officers
52 law.
53 (c) Any person who is required to file annual disclosure statements
54 pursuant to this paragraph and paragraph (b) of this subdivision shall
55 be subject to the provisions, including the enforcement provisions, of
56 section seventy-three-a of the public officers law.
S. 7721 15
1 (d) The commissioners appointed by the governor from the state of New
2 Jersey shall file annual financial disclosure statements as required by
3 New Jersey state law or executive order.
4 § 11. The port authority shall require an efficiency study to be
5 conducted by an outside, independent efficiency expert to identify waste
6 or abuse involving the authority. The initial study shall be completed
7 within twelve months of the effective date of this act, and made public
8 at the first public meeting of the board of commissioners following the
9 completion of the initial study. Subsequent studies shall be completed
10 and made available to the public every two years thereafter. A copy of
11 each study conducted shall be submitted to the port authority's office
12 of inspector general.
13 § 12. Annual operating budget; capital strategy plan. 1. For the
14 purposes of this section:
15 (a) "GAAP" means the generally accepted accounting principles estab-
16 lished by the governmental accounting standards board.
17 (b) "Major capital project" means an undertaking or program for the
18 acquisition, creation, or development of any crossing, transportation
19 facility, terminal facility, or commerce facility or any part thereof,
20 with an estimated total project cost in excess of $500,000,000.
21 2. (a) The port authority shall prepare a detailed annual operating
22 budget beginning with the fiscal year commencing after the effective
23 date of the chapter of the laws of 2014 which added this section.
24 (b) The initial annual operating budget shall be made publicly avail-
25 able, including on the port authority's internet website, in July of
26 every fiscal year, and a final annual operating budget, which shall take
27 into account public comment, shall be made available in February of each
28 fiscal year.
29 (c) It shall be the policy of the port authority that its annual oper-
30 ating budget be balanced in accordance with GAAP principles, provided,
31 however, special circumstances may permit that deficits be covered with
32 accrued reserves or other resources.
33 3. (a) The port authority shall prepare a long-range capital strategy
34 plan and shall revise the long-range plan every four years beginning
35 with the fiscal year commencing after the effective date of the chapter
36 of the laws of 2014 which added this section.
37 (b) The capital strategy plan shall specify the projects to be initi-
38 ated and the expected cost of those projects. The commitment plans shall
39 include a financing plan that identifies the source of funding for each
40 project.
41 (c) Quarterly reports shall be prepared by the port authority and made
42 publicly available with the status of each project in the capital strat-
43 egy plan. These reports shall compare actual and target performance
44 measures, including but not limited to costs and construction schedules,
45 and a narrative explanation of any discrepancy thereof.
46 4. The port authority shall also provide that major capital projects
47 are monitored by independent engineering consultants. The independent
48 consultants shall prepare quarterly reports to be provided to the board
49 and to the public. The quarterly reports prepared by independent
50 consultants shall include, but not be limited to, a comparison of actual
51 and target performance measures including, but not limited to, costs and
52 construction schedules, and a narrative explanation of any discrepancy
53 thereof.
54 ARTICLE VII-C
55 § 1. Needs assessment. The port authority shall require that a needs
56 assessment be conducted by an independent entity prior to any increase
S. 7721 16
1 in fees, tolls, charges or fares. The assessment shall be presented by
2 the independent entity to the board of commissioners at a public meeting
3 to be held at least 120 days prior to any meeting of the commissioners
4 to vote to increase any fees, tolls, charges or fares.
5 § 2. Fees, tolls, charges and fare increases; hearings. (a) Not less
6 than 30 days and not more than 90 days prior to any vote or action taken
7 by the board of commissioners relating to any increase in the tolls for
8 the use of any port authority bridge or tunnel, or fares for the use of
9 the port authority trans-hudson corporation rail system, the port
10 authority shall conduct at least six public hearings in a manner
11 prescribed pursuant to this section.
12 (b) Locations for the public hearings shall be selected in such a way
13 as to be geographically accessible to a majority of users of the facili-
14 ty or facilities to be impacted by the toll or fare increase, as deter-
15 mined by port authority data, provided that at least one hearing shall
16 be held in each state.
17 (c) At least 72 hours before any hearing held pursuant to this
18 section, the port authority shall make available to the public by
19 conspicuously posting, at a minimum, the following information in one or
20 more designated areas and on the port authority's official internet
21 website:
22 (1) the amount of revenue expected to be generated from the increase
23 in tolls or fares;
24 (2) a detailed explanation of how the revenues raised from the
25 increase in tolls or fares is expected to be spent; and
26 (3) a written explanation of why the increase in tolls or fares is
27 necessary.
28 (d) Each hearing shall be attended by at least three commissioners
29 from New York and three commissioners from New Jersey in office at the
30 time of the hearing.
31 (e) The port authority shall hold no more than one public hearing in a
32 single day, and at least one-half of the public hearings shall be sched-
33 uled to begin after 6:30 P.M., eastern standard time, on a weekday.
34 § 3. Public participation. At each public meeting of the board and at
35 each public meeting of each committee, the public shall be allotted a
36 period of time, not less than 60 minutes, to speak on any topic on the
37 agenda. The public speaking period shall take place prior to any board
38 or committee action.
39 § 4. Agendas and related documents. (a) The port authority shall make
40 available to the public meeting agendas at least 72 hours before each
41 meeting of the board and each meeting of each committee. Public notice
42 of the time and place of a meeting shall be provided to appropriate
43 media outlets, shall be conspicuously posted in one or more designated
44 areas at least 72 hours before such meeting, and shall be conspicuously
45 posted via the port authority's official internet website at least five
46 business days before the meeting.
47 (b) The port authority shall make available to the public such docu-
48 ments in the following manner: (1) the agenda and public documents
49 pertaining to a board or committee meeting shall be available for public
50 inspection at an office of the port authority; and (2) the agenda and
51 public documents pertaining to a board or committee meeting shall be
52 posted on the port authority's official internet website. In addition,
53 the port authority shall send via electronic mail, the agenda and public
54 documents pertaining to a board or committee meeting to each member of
55 the New York state and the New Jersey state legislatures.
S. 7721 17
1 § 5. The port authority shall ensure that each of the requirements set
2 forth in sections two and three of this article shall be complied with
3 before placing on the meeting agenda of the board of commissioners any
4 item or matter relating to an increase in tolls, fees or other charges.
5 § 6. (a) The port authority at the request of either house of the
6 state legislature shall be required to appear before a committee of the
7 requesting state legislature to present testimony on any topic or
8 subject requested by the committee or to respond to questions by members
9 of such committee.
10 (b) The port authority shall, at a minimum, be represented by the
11 chair or vice-chair of the board, the executive director or deputy exec-
12 utive director, the chief financial officer, and any staff deemed neces-
13 sary by the chair or vice-chair of the board, the executive director or
14 deputy executive director, or the chief financial officer to present
15 testimony or respond to questions at any appearance required pursuant to
16 this section. The committee may request the appearance of any officer or
17 employee of the port authority.
18 § 7. Barrier-free access. The port authority shall make or cause to be
19 made all reasonable efforts to ensure that meetings are held in facili-
20 ties that permit barrier-free physical access to people with disabili-
21 ties. If the board determines to use video conferencing or similar
22 technology to conduct its meeting, it shall provide an opportunity for
23 the public to attend, listen and observe at any site at which a commis-
24 sioner participates.
25 § 5. Sections 2 and 3 of article XV-A of section 1 of chapter 154 of
26 the laws of 1921, relating to the Port Authority of New York and New
27 Jersey, as added by chapter 275 of the laws of 1992, are amended and a
28 new section 4 is added to read as follows:
29 § 2. As used in this act:
30 a. "Board" means the board of commissioners of the Port Authority of
31 New York and New Jersey.
32 b. "Committee" or "committees" means any standing committee estab-
33 lished by the board, including, but not limited to, the audit committee,
34 governance committee and finance committee required to be established
35 pursuant to section 2 of article IV of this act.
36 c. "Meeting" means any gathering, whether corporeal or by means of
37 communication equipment, which is attended by, or open to, the board,
38 held with the intent, on the part of the board members present, to
39 discuss or act as a unit upon the specific public business of the
40 authority. "Meeting" does not mean a gathering (1) attended by less than
41 an effective majority of the board, or (2) attended by or open to all
42 the members of three or more similar public bodies at a convention or
43 similar gathering.
44 d. "News media" means persons representing major wire services, tele-
45 vision news services, radio news services and newspapers, whether
46 located in the states of New York or New Jersey or any other state.
47 [c.] e. "Public business" mean matters which relate in any way,
48 directly or indirectly, to the performance of the functions of the port
49 authority of New York and New Jersey or the conduct of its business.
50 § 3. a. Notwithstanding the provision of any other law to the contra-
51 ry, all meetings of the board are declared to be public meetings and
52 shall be open to the public and members of the news media, individually
53 and collectively, for the purpose of observing the full details of all
54 phases of the deliberation, policy-making, and decision-making of the
55 board.
S. 7721 18
1 b. The board shall adopt [and promulgate], within six months of the
2 effective date of this act, appropriate rules and regulations concerning
3 proper notice to the public and the news media of its meetings and the
4 right of the public and the news media to be present at meetings of the
5 authority. The rules and regulations adopted pursuant to this section
6 shall provide for the same notice and right of the public and news media
7 to be present, as well as any other rights and duties as are provided in
8 sections 3 and 4 of article VII-C of this act, and section 4 of this
9 article. The board may incorporate in its rules and regulations condi-
10 tions under which it may exclude the public from a meeting or a portion
11 thereof.
12 c. Any rules or regulations adopted hereunder shall become a part of
13 the minutes of the port authority of New York and New Jersey and shall
14 be subject to the approval of the governor of New Jersey and the gover-
15 nor of New York.
16 § 4. a. All meetings of the port authority shall be open to the public
17 at all times. Upon a majority vote of its total membership, taken in an
18 open meeting pursuant to a motion identifying the general area or areas
19 of the subject or subjects to be considered, the board of commissioners
20 may exclude the public only from that portion of a meeting at which the
21 board of commissioners discusses:
22 (1) any matter for which the release of information would impair a
23 right to receive funds from the government of the United States;
24 (2) any material the disclosure of which constitute an unwarranted
25 invasion of individual or personal privacy;
26 (3) any collective bargaining agreement, or the terms and conditions
27 which are proposed for inclusion in any collective bargaining agreement,
28 including the negotiation of the terms and conditions thereof with
29 employees or representatives of employees of the port authority;
30 (4) any matter involving the purchase, lease, or acquisition of real
31 property with port authority funds, the proposed acquisition of securi-
32 ties, the sale or exchange of securities held by the port authority or
33 investment of port authority funds, if it could adversely affect the
34 public interest if discussion of the matter was disclosed;
35 (5) any matter which would imperil the public safety if disclosed;
36 (6) any pending or anticipated litigation or contract negotiation in
37 which the port authority is, or may become, a party, or matters falling
38 within the attorney-client privilege, to the extent that confidentiality
39 is required in order for the attorney to exercise the attorney's ethical
40 duties as a lawyer;
41 (7) any matter involving the employment, appointment, termination of
42 employment, terms and conditions of employment, evaluation of the
43 performance of, promotion, or disciplining of any specific prospective
44 officer or employee or current officer or employee employed or appointed
45 by the port authority, unless all the individual employees or appointees
46 whose rights could be adversely affected request in writing that the
47 matter or matters be discussed at a public meeting; or
48 (8) any deliberation of the port authority occurring after a public
49 hearing that may result in the imposition of a specific civil penalty
50 upon the responding party or the suspension or loss of a license or
51 permit belonging to the responding party as a result of an act or omis-
52 sion for which the responding party bears responsibility.
53 b. The port authority shall keep reasonably comprehensible minutes of
54 all its meetings showing the time and place, the members present, the
55 subjects considered, the actions taken, the vote of each member which
56 shall be promptly available to the public pursuant to subdivision c of
S. 7721 19
1 this section to the extent that making these matters public shall not be
2 inconsistent with subdivision a of this section.
3 c. Minutes of each meeting shall be available to the public within two
4 weeks from the date of such meeting.
5 d. The minutes shall indicate for each item on the agenda, the vote or
6 each board member in attendance at an open meeting or an executive
7 session of the board or a committee of the board. Each item on the agen-
8 da shall be voted on separately.
9 § 6. Paragraph (c) of subdivision 1 of section 73-a of the public
10 officers law is amended by adding a new subparagraph (iv) to read as
11 follows:
12 (iv) notwithstanding the provisions of subparagraph (iii) of this
13 paragraph to the contrary, the commissioners of the port authority of
14 New York and New Jersey appointed by the governor of the state of New
15 York; all officers of such port authority; and any employee of such port
16 authority who holds a policy-making position, as determined by such port
17 authority, or whose annual salary equals or exceeds the salary rate of
18 SG-24 as set forth in paragraph a of subdivision one of section one
19 hundred thirty of the civil service law as of April first of the year in
20 which an annual financial disclosure statement shall be filed.
21 § 7. Severability clause. If any clause, sentence, paragraph, subdivi-
22 sion, section or part of this act shall be adjudged by any court of
23 competent jurisdiction to be invalid, such judgment shall not affect,
24 impair, or invalidate the remainder thereof, but shall be confined in
25 its operation to the clause, sentence, paragraph, subdivision, section
26 or part thereof directly involved in the controversy in which such judg-
27 ment shall have been rendered. It is hereby declared to be the intent of
28 the legislature that this act would have been enacted even if such
29 invalid provisions had not been included herein.
30 § 8. This act shall take effect upon the enactment into law by the
31 state of New Jersey of legislation having an identical effect with this
32 act, but if the state of New Jersey shall have already enacted such
33 legislation this act shall take effect immediately. The chairman of the
34 port authority shall notify the legislative bill drafting commission
35 upon the enactment into law of such legislation by both such states in
36 order that the commission may maintain an accurate and timely effective
37 data base of the official text of the laws of the state of New York in
38 furtherance of effecting the provision of section 44 of the legislative
39 law and section 70-b of the public officers law.
