213 - Board of directors.

§ 213.  Board  of  directors.  1.  All  the  corporate  powers of such  corporation shall be exercised by a board of directors consisting  of  a  maximum  of  thirty persons, all of whom shall be of full age, residents  of the state and at least one-half of whom  shall  be  citizens  of  the  United States.    2.  The  president  of such corporation, who shall be appointed by the  board, shall serve as a director.    3. At each annual meeting of such corporation,  the  members  of  such  corporation  shall elect up to ten directors for a term of one year, who  shall, to the extent possible, represent different economic  regions  as  defined  in section two hundred eleven of this article. The exact number  shall be established in the by-laws by the board of directors.  In  such  elections, members of such corporation shall have one vote each.    4.  At such annual meetings the stockholders of such corporation shall  elect up to seven directors for a term  of  one  year  each.  The  exact  number shall be established in the by-laws by the board of directors.    5.  One  director  shall  be appointed by any of the entities that are  members or stockholders of such  corporation  and  whose  membership  or  stockholder  interest  meets  a minimum commitment as established in the  by-laws by the board of directors.    6. The directors elected by the members  and  the  stockholders  shall  elect  three  additional directors: one representing minority interests,  one representing women's interests, and  one  representing  regional  or  local development corporations' interests.    7.    The state commissioner of the department of economic development  shall be a director exofficio.    7-a. Two directors shall be appointed by the governor, who shall serve  at the pleasure of the governor; one director shall be appointed by  the  temporary  president  of  the senate, who shall serve at the pleasure of  the temporary president; one director shall be appointed by  the  senate  minority leader, who shall serve at the pleasure of the minority leader;  and  one  appointed  by the assembly minority leader, who shall serve at  the pleasure of the minority leader; and one director shall be appointed  by the speaker of the assembly, who shall serve at the pleasure  of  the  speaker.    8.  If  any director shall lose his citizenship or shall cease to be a  resident of the state, he shall immediately vacate  his  position  as  a  director and such position shall thereupon be deemed vacant.    9.  If  any  vacancy  occurs in the elected membership of the board of  directors  through  death,  resignation  or  otherwise,  the   remaining  directors  shall  elect  a person to fill such vacancy for the unexpired  term.    10. Upon the expiration of their terms, the  elected  directors  shall  continue  as  such  until  their  successors  have been elected and have  qualified.    11. The board of directors shall elect one of its members as  chairman  and  one  of  its  members  as  vice-chairman of such board, shall adopt  by-laws  for  such  corporation,  and  may  appoint  such  officers  and  employees as it deems advisable.