207 - Board of directors of a franchise corporation.

* §  207.  Board  of  directors of a franchised corporation. 1. a. The  board of directors shall consist of  twenty-five  members,  fourteen  of  whom  may  consist  of  board  members  serving  on  the New York Racing  Association, Inc. board at the time of enactment  of  this  section  and  shall  be selected in a manner and for terms to be prescribed by the New  York Racing Association, Inc., which shall also fill  any  vacancies  in  those  positions;  and the remaining eleven shall be appointed by public  officers,  subject  to  removal  and  replacement  by  their  appointing  authority,  and  shall  be  comprised  of seven members appointed by the  governor of whom one shall be appointed by the governor and shall  be  a  current  or  former  officer  or  director of a New York state off-track  betting corporation, of whom one shall be appointed by the governor upon  the recommendation of the New York Thoroughbred Breeders Inc.,  of  whom  one  shall  be  appointed by the governor upon the recommendation of the  New York thoroughbred horsemen's association (or such other entity as is  certified and approved pursuant to section two hundred  twenty-eight  of  this  chapter),  and of whom one shall be appointed by the governor upon  the recommendation of the New York state American  Federation  of  Labor  and Congress of Industrial Organizations, two of whom shall be appointed  by  the  temporary  president  of  the  senate, and two of whom shall be  appointed by the speaker of the assembly. Board members shall elect from  its members a chair and a vice-chair who  shall  act  as  chair  in  the  absence  of  the  chair, and the initial chair shall serve for no longer  than four years. All board members shall have equal voting rights.    b. The franchised corporation shall establish a compensation committee  to fix salary guidelines, such  guidelines  to  be  consistent  with  an  operation  of  other  first  class thoroughbred racing operations in the  United States; a finance  committee,  to  review  annual  operating  and  capital   budgets  for  each  of  the  three  racetracks;  a  nominating  committee, to nominate  any  new  directors  to  be  designated  by  the  franchised  corporation  to  replace  its  existing  directors;  and  an  executive committee. Each of the compensation, finance,  nominating  and  executive  committees  shall  include  at  least  one  of  the directors  appointed by the governor, and the executive committee shall include  at  least  one  of the directors appointed by the temporary president of the  senate and at least one of the directors appointed by the speaker of the  assembly.    2. Members of the board of directors shall serve without  compensation  for their services, but publicly appointed members of the board shall be  entitled to reimbursement from the franchised corporation for actual and  necessary expenses incurred in the performance of their official duties.    3.  Members of the board of directors, except as otherwise provided by  law, may engage in private employment, or in a profession  or  business,  however no member shall have any direct or indirect economic interest in  any  video  lottery gaming facility, excluding incidental benefits based  on purses or awards won in the ordinary conduct of racing operations, or  any direct or indirect interest in any  development  undertaken  at  the  racetracks of the state racing franchise.    4.  The  affirmative  vote  of  a  majority of members of the board of  directors shall be necessary for the transaction of any business or  the  exercise  of  any  power  or function of the franchised corporation. The  franchised corporation may delegate on an annual basis to one or more of  its members, or its officers,  agents  or  employees,  such  powers  and  duties as it may deem proper.    * NB Effective upon confirmation of NYRA plan of reorganization.