senate Bill S5878C

2011-2012 Legislative Session

Enacts the "Port Authority of New York and New Jersey Transparency and Accountability Act"

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Archive: Last Bill Status - Passed Senate


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor

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Actions

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Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Mar 15, 2012 referred to corporations, authorities and commissions
delivered to assembly
passed senate
Mar 12, 2012 amended on third reading 5878c
Feb 29, 2012 amended on third reading 5878b
Feb 15, 2012 advanced to third reading
Feb 14, 2012 2nd report cal.
Feb 13, 2012 1st report cal.195
Jan 06, 2012 print number 5878a
amend (t) and recommit to corporations, authorities and commissions
Jan 04, 2012 referred to corporations, authorities and commissions
Sep 03, 2011 referred to rules

Votes

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Feb 13, 2012 - Corporations, Authorities and Commissions committee Vote

S5878A
6
0
committee
6
Aye
0
Nay
0
Aye with Reservations
0
Absent
0
Excused
0
Abstained
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Committee Vote: Feb 13, 2012

Bill Amendments

Original
A
B
C (Active)
Original
A
B
C (Active)

Co-Sponsors

S5878 - Bill Details

See Assembly Version of this Bill:
A8677B
Current Committee:
Law Section:
Port Authority of New York and New Jersey
Laws Affected:
Amd §1 Art XV-A, add Arts XV-B - XV-F, Chap 154 of 1921

S5878 - Bill Texts

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Enacts the "Port Authority of New York and New Jersey Transparency and Accountability Act".

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BILL NUMBER:S5878

TITLE OF BILL:
An act
to amend chapter 154 of the laws of 1921 constituting the Port of New
York Authority, in relation to oversight
of such authority

PURPOSE:
To enact the "Port Authority of New York and New Jersey Oversight Act".

SUMMARY OF PROVISIONS:
1. Creates an independent central procurement officer within a central
procurement office.
2. Creates standards for procurement and lobbying, including
limitations on procurement lobbying.
3. Establishes requirements for a public process to dispose of
property at fair market value.
4. Requires for an independent auditing of the Port Authority.
5. Requires specific requirements for open public meetings and
publication of minutes of meetings of the Board of Commissioners.
6. Establishes an Audit, Finance and Governance Committees.
7. Requires financial disclosures and training for Commissioners.
8. Certification by the Chairman, Vice-Chairman and CFO that financial
reports are complete and accurate.
9. Creation of a fiduciary responsibility for Commissioners.

JUSTIFICATION:
This bill is a comprehensive package of reforms to ensure the proper
functioning of the Port Authority of New York and New Jersey as an
open, transparent and accountable interstate authority. The Port
Authority's operations include Newark, LaGuardia and Kennedy
airports; the Port of New York and New Jersey, which is the leading
maritime cargo port on the east coast of North America; PATH mass
transit system; the World Trade Center; and numerous bridges and
tunnels, including the George Washington Bridge and the Lincoln and
Holland Tunnels. The measures contained in this legislation will
bring accountability and transparency to the authority. It will also
allow the public and government officials to have confidence that the
authority is committed to its mission in a responsible and fiscally
sound manner.

LEGISLATIVE HISTORY:
New bill.

FISCAL IMPLICATIONS:
None to the states of New York and New Jersey.

EFFECTIVE DATE:
This act shall take effect upon the enactment into law by the state of
New Jersey of legislation having an identical effect with this act,
but if the state of New Jersey shall have already enacted such
legislation, this act shall take effect immediately; provided that
the Chairman of the Port Authority of New York and New Jersey shall
notify the legislative bill drafting commission upon the occurrence
of the enactment of the legislation provided for in section one of


this act in order that the commission may maintain an accurate and
timely effective data base of the official text of the laws of the
state of New York in furtherance of effectuating the provisions of
section 44 of the legislative law and section 70-b of the public
officers law.

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                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  5878

                       2011-2012 Regular Sessions

                            I N  S E N A T E

                            September 2, 2011
                               ___________

Introduced  by Sens. LANZA, FUSCHILLO -- read twice and ordered printed,
  and when printed to be committed to the Committee on Rules

AN ACT to amend chapter 154 of the laws of 1921 constituting the Port of
  New York Authority, in relation to oversight of such authority

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Short title.  This act shall be known and may be cited as
the "Port Authority of New York and New Jersey Oversight Act".
  S 2. Chapter 154 of the laws of 1921 constituting the Port of New York
Authority is amended by adding a new section 1-a to read as follows:
  S 1-A. 1. THE LEGISLATURE FINDS AND DECLARES THAT:
  A. BECAUSE THE PORT AUTHORITY OF NEW YORK AND NEW  JERSEY  ("THE  PORT
AUTHORITY")  PERFORMS  MANY  CRITICAL  TRANSPORTATION AND INFRASTRUCTURE
FUNCTIONS, THERE IS A NEED FOR LEGISLATIVE OVERSIGHT TO ENSURE TRANSPAR-
ENCY AND ACCOUNTABILITY AT THE PORT AUTHORITY;
  B. WHILE THIS STATE HAS RECENTLY  IMPLEMENTED  A  SIGNIFICANT  SET  OF
OVERSIGHT  MEASURES  FOR OTHER PUBLIC AUTHORITIES, THESE OVERSIGHT MEAS-
URES DO NOT EXTEND TO THE PORT AUTHORITY BECAUSE  IT  IS  AN  INTERSTATE
AUTHORITY; AND
  C.  IT  IS  IN  THE BEST INTEREST OF THE PUBLIC THAT THE STATES OF NEW
YORK AND NEW JERSEY ENACT SUBSTANTIVELY IDENTICAL LEGISLATION  IN  ORDER
TO  PROVIDE  OVERSIGHT  TO THE PRACTICES OF THE PORT AUTHORITY TO ENSURE
THE PROPER FUNCTIONING OF THE PORT AUTHORITY AS  AN  OPEN,  TRANSPARENT,
AND ACCOUNTABLE INTERSTATE AUTHORITY.
  2. A. THE BOARD OF COMMISSIONERS SHALL:
  (1)  EXECUTE  DIRECT  OVERSIGHT OF THE AUTHORITY'S CHIEF EXECUTIVE AND
OTHER SENIOR MANAGEMENT IN THE EFFECTIVE AND ETHICAL MANAGEMENT  OF  THE
AUTHORITY;
  (2)  UNDERSTAND, REVIEW, AND MONITOR THE IMPLEMENTATION OF FUNDAMENTAL
FINANCIAL AND MANAGEMENT  CONTROLS  AND  OPERATIONAL  DECISIONS  OF  THE
AUTHORITY;

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD09602-02-1

S. 5878                             2

  (3)  ESTABLISH POLICIES REGARDING THE PAYMENT OF SALARY, COMPENSATION,
AND REIMBURSEMENTS TO, AND ESTABLISH RULES FOR THE TIME  AND  ATTENDANCE
OF, THE CHIEF EXECUTIVE AND SENIOR MANAGEMENT;
  (4)  ADOPT  A CODE OF ETHICS APPLICABLE TO EACH OFFICER, DIRECTOR, AND
EMPLOYEE THAT, AT A  MINIMUM,  INCLUDES  RULES  GOVERNING  CONFLICTS  OF
INTEREST;
  (5)  ESTABLISH WRITTEN POLICIES FOR: PROTECTING EMPLOYEES FROM RETALI-
ATION FOR DISCLOSING INFORMATION CONCERNING ACTS OF WRONGDOING,  MISCON-
DUCT,  MALFEASANCE,  OR  OTHER  INAPPROPRIATE BEHAVIOR BY AN EMPLOYEE OR
BOARD MEMBER OF THE AUTHORITY; INVESTMENTS; TRAVEL; THE  ACQUISITION  OF
REAL PROPERTY AND THE DISPOSITION OF REAL AND PERSONAL PROPERTY; AND THE
PROCUREMENT OF GOODS AND SERVICES;
  (6)  ADOPT A DEFENSE AND INDEMNIFICATION POLICY AND DISCLOSE SUCH PLAN
TO ANY AND ALL PROSPECTIVE BOARD MEMBERS; AND
  (7) AT THE TIME THAT THE MEMBER  TAKES  AND  SUBSCRIBES  THE  OATH  OF
OFFICE, OR WITHIN SIXTY DAYS AFTER THE EFFECTIVE DATE OF THIS ACT IF THE
MEMBER  HAS  ALREADY TAKEN AND SUBSCRIBED THE OATH OF OFFICE, EXECUTE AN
ACKNOWLEDGMENT, ISSUED BY THE INDEPENDENT BUDGET OFFICE AFTER  CONSULTA-
TION  WITH  THE  OFFICE  OF  THE  ATTORNEYS  GENERAL OF NEW YORK AND NEW
JERSEY, IN WHICH THE BOARD MEMBER ACKNOWLEDGES THAT  THE  MEMBER  UNDER-
STANDS  HIS  OR  INDEPENDENCE AND FIDUCIARY DUTIES, INCLUDING HIS OR HER
DUTY OF LOYALTY AND CARE TO  THE  ORGANIZATION  AND  COMMITMENT  TO  THE
AUTHORITY'S MISSION.
  B. THE BOARD OF COMMISSIONERS SHALL ESTABLISH AN AUDIT COMMITTEE TO BE
COMPRISED  OF  NOT LESS THAN THREE BOARD MEMBERS, WHO SHALL CONSTITUTE A
MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS TO
UNDERSTAND THE DUTIES AND FUNCTIONS OF THE AUDIT COMMITTEE. THE  COMMIT-
TEE  SHALL  RECOMMEND  TO THE BOARD THE HIRING OF AN INDEPENDENT FIRM OF
CERTIFIED PUBLIC ACCOUNTANTS FOR THE AUTHORITY,  ESTABLISH  THE  COMPEN-
SATION  TO  BE PAID TO THE ACCOUNTING FIRM, AND PROVIDE DIRECT OVERSIGHT
OF THE ANNUAL INDEPENDENT FINANCIAL AUDIT PERFORMED  BY  THE  ACCOUNTING
FIRM  HIRED  FOR  SUCH PURPOSES. MEMBERS OF THE AUDIT COMMITTEE SHALL BE
FAMILIAR WITH CORPORATE FINANCIAL AND ACCOUNTING PRACTICES AND SHALL  BE
OR BECOME FINANCIALLY LITERATE.
  C.  THE  BOARD OF COMMISSIONERS SHALL ESTABLISH A GOVERNANCE COMMITTEE
TO BE COMPRISED OF NOT LESS THAN THREE BOARD MEMBERS, WHO SHALL  CONSTI-
TUTE  A  MAJORITY  ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY
SKILLS TO UNDERSTAND THE DUTIES AND FUNCTIONS OF THE GOVERNANCE  COMMIT-
TEE.  IT  SHALL  BE  THE RESPONSIBILITY OF THE MEMBERS OF THE GOVERNANCE
COMMITTEE TO KEEP THE BOARD INFORMED OF CURRENT  BEST  GOVERNANCE  PRAC-
TICE;  TO  REVIEW CORPORATE GOVERNANCE TRENDS; TO UPDATE THE AUTHORITY'S
CORPORATE GOVERNANCE PRINCIPLES; TO ADVISE APPOINTING AUTHORITIES ON THE
SKILLS AND EXPERIENCE REQUIRED OF POTENTIAL BOARD  MEMBERS;  TO  EXAMINE
ETHICAL  AND  CONFLICT OF INTEREST ISSUES; TO PERFORM BOARD SELF-EVALUA-
TIONS; TO INVESTIGATE TERM LIMITS, REAPPOINTMENTS AND BOARD RESPONSIBIL-
ITIES; TO DEVELOP BY-LAWS WHICH INCLUDE RULES AND PROCEDURES FOR CONDUCT
OF BOARD BUSINESS; AND TO MAKE RECOMMENDATIONS FOR NEW COMMISSIONERS.
  D. THE BOARD OF COMMISSIONERS SHALL ESTABLISH A FINANCE  COMMITTEE  TO
BE  COMPRISED OF NOT LESS THAN THREE BOARD MEMBERS, WHO SHALL CONSTITUTE
A MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY  SKILLS
TO UNDERSTAND THE DUTIES AND FUNCTIONS OF THE COMMITTEE. IT SHALL BE THE
RESPONSIBILITY  OF  THE  MEMBERS OF THE FINANCE COMMITTEE TO OVERSEE AND
APPROVE THE DEBT THAT THE AUTHORITY OR SUBSIDIARY COMMISSIONS ISSUE.
  3. THE AUTHORITY SHALL SUBMIT TO THE GOVERNORS OF  NEW  YORK  AND  NEW
JERSEY,  THE  TEMPORARY  PRESIDENT  OF THE SENATE AND THE SPEAKER OF THE
ASSEMBLY OF THE NEW YORK STATE LEGISLATURE, THE PRESIDENT  AND  MINORITY

S. 5878                             3

LEADER  OF THE SENATE AND THE SPEAKER AND MINORITY LEADER OF THE GENERAL
ASSEMBLY OF THE NEW JERSEY LEGISLATURE, THE NEW YORK STATE  COMPTROLLER,
AND  THE  STATE TREASURER OF NEW JERSEY WITHIN NINETY DAYS AFTER THE END
OF  ITS  FISCAL  YEAR, A COMPLETE AND DETAILED REPORT OR REPORTS SETTING
FORTH:
  A. ITS OPERATIONS AND ACCOMPLISHMENTS;
  B. ITS FINANCIAL REPORTS, INCLUDING (1) AUDITED FINANCIALS IN  ACCORD-
ANCE  WITH  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES  (GAAP)  AND THE
ACCOUNTING STANDARDS ISSUED BY  THE  GOVERNMENTAL  ACCOUNTING  STANDARDS
BOARD  (GASB),  (2) GRANT AND SUBSIDY PROGRAMS, (3) OPERATING AND FINAN-
CIAL RISKS, (4) CURRENT RATINGS AND NOTICE OF CHANGES, AND (5) LONG-TERM
LIABILITIES, INCLUDING LEASES AND EMPLOYEE BENEFIT PLANS;
  C. ITS MISSION STATEMENT;
  D. A SCHEDULE OF ITS BONDS AND NOTES OUTSTANDING AT  THE  END  OF  ITS
FISCAL  YEAR,  TOGETHER  WITH  A  STATEMENT  OF THE AMOUNTS REDEEMED AND
INCURRED DURING SUCH FISCAL YEAR AS PART OF A SCHEDULE OF DEBT  ISSUANCE
THAT  INCLUDES  THE  DATE  OF  ISSUANCE, TERM, AMOUNT, INTEREST RATE AND
MEANS OF REPAYMENT. ADDITIONALLY, THE DEBT SCHEDULE SHALL  ALSO  INCLUDE
ALL  REFINANCINGS,  CALLS,  REFUNDINGS,  DEFEASEMENTS  AND INTEREST RATE
EXCHANGE OR OTHER SUCH AGREEMENTS, AND FOR ANY DEBT  ISSUED  DURING  THE
REPORTING YEAR, THE SCHEDULE SHALL ALSO INCLUDE A DETAILED LIST OF COSTS
OF ISSUANCE FOR SUCH DEBT;
  E.  BIOGRAPHICAL  INFORMATION  AND  TITLE  OF COMMISSIONERS AND SENIOR
MANAGEMENT, INCLUDING COMPENSATION AND BENEFITS PAID TO COMMISSIONERS IN
ANY AMOUNT AND TO  SENIOR  STAFF  IN  EXCESS  OF  ONE  HUNDRED  THOUSAND
DOLLARS;
  F. THE PROJECTS UNDERTAKEN BY THE AUTHORITY DURING THE PAST YEAR;
  G.  A  LISTING  AND  DESCRIPTION OF ALL REAL PROPERTY OF THE AUTHORITY
HAVING AN ESTIMATED FAIR MARKET VALUE EQUAL TO TEN PERCENT  OR  MORE  OF
THE  AUTHORITY'S  TOTAL  ASSETS  OR  TWO HUNDRED FIFTY THOUSAND DOLLARS,
WHICHEVER IS LESS, OR OF A  SIGNIFICANT  VALUE,  AS  DETERMINED  BY  THE
AUTHORITY  BUDGET  OFFICE,  THAT  THE  AUTHORITY ACQUIRES OR DISPOSES OF
DURING SUCH PERIOD. THE REPORT SHALL CONTAIN THE PRICE RECEIVED OR  PAID
BY  THE  AUTHORITY  AND THE NAME OF THE PURCHASER OR SELLER FOR ALL SUCH
PROPERTY OF A SIGNIFICANT VALUE, AS DETERMINED BY THE  AUTHORITY  BUDGET
OFFICE, SOLD OR BOUGHT BY THE AUTHORITY DURING SUCH PERIOD;
  H. ITS CODE OF ETHICS;
  I.  AN  ASSESSMENT OF THE EFFECTIVENESS OF ITS INTERNAL CONTROL STRUC-
TURE AND PROCEDURES;
  J. THE STATUTORY BASIS OF THE AUTHORITY;
  K. A DESCRIPTION OF THE AUTHORITY AND ITS BOARD  STRUCTURE,  INCLUDING
(1)  NAMES OF COMMITTEES AND COMMITTEE MEMBERS, (2) LISTS OF BOARD MEET-
INGS AND ATTENDANCE, (3) DESCRIPTIONS  OF  MAJOR  AUTHORITY  UNITS,  AND
SUBSIDIARIES, AND (4) NUMBER OF EMPLOYEES;
  L. ITS CHARTER AND BY-LAWS;
  M. A LISTING OF MATERIAL CHANGES IN OPERATIONS AND PROGRAMS;
  N.  AT  A  MINIMUM A FOUR-YEAR FINANCIAL PLAN, INCLUDING (1) A CURRENT
AND PROJECTED CAPITAL  BUDGET,  AND  (2)  AN  OPERATING  BUDGET  REPORT,
INCLUDING  AN ACTUAL VERSUS ESTIMATED BUDGET, WITH AN ANALYSIS AND MEAS-
UREMENT OF FINANCIAL AND OPERATING PERFORMANCE;
  O. ITS BOARD PERFORMANCE EVALUATIONS;
  P. A DESCRIPTION OF THE TOTAL NUMBER OF ASSETS  OR  SERVICES  OR  BOTH
BOUGHT  OR SOLD WITHOUT COMPETITIVE BIDDING, INCLUDING (1) THE NATURE OF
THOSE ASSETS AND SERVICES, (2) THE NAMES OF THE BUYERS OR  LESSEES,  AND
(3) WHERE THE CONTRACT PRICE OR FAIR MARKET VALUE EXCEEDS A VALUE DETER-

S. 5878                             4

MINED  BY THE AUTHORITY BUDGET OFFICE, AN ATTESTATION OF THE FAIR MARKET
VALUE BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER; AND
  Q.  A  DESCRIPTION OF ANY PENDING LITIGATION IN WHICH THE AUTHORITY IS
INVOLVED AS A PARTY.
  THE AUTHORITY SHALL MAKE ACCESSIBLE TO THE PUBLIC, VIA ITS OFFICIAL OR
SHARED INTERNET WEB  SITE,  DOCUMENTATION  PERTAINING  TO  ITS  MISSION,
CURRENT  ACTIVITIES,  MOST RECENT ANNUAL FINANCIAL REPORTS, CURRENT YEAR
BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT UNLESS SUCH INFORMA-
TION IS EXEMPT PURSUANT TO LAW.
  S 3. Subdivision 2 of article XV-A of section 1 of chapter 154 of  the
laws  of  1921  constituting the Port of New York Authority, as added by
chapter 275 of the laws of 1992, is amended to read as follows:
  2. As used in this act:
  a. "Board" means the board of commissioners of the Port  Authority  of
New York and New Jersey.
  b.  "COMMITTEE"  OR "COMMITTEES" MEANS THE AUDIT COMMITTEE, THE GOVER-
NANCE COMMITTEE, AND THE FINANCE COMMITTEE REQUIRED TO BE ESTABLISHED BY
THE BOARD OF COMMISSIONERS IN ACCORDANCE WITH PARAGRAPHS B, C, AND D  OF
SUBDIVISION 2 OF SECTION ONE-A OF THIS ACT.
  C. "EXECUTIVE SESSION" MEANS THAT PORTION OF A MEETING NOT OPEN TO THE
GENERAL PUBLIC.
  D.  "Meeting"  means  any  gathering, whether corporeal or by means of
communication equipment, which is attended by, or open  to,  the  board,
held  with  the  intent,  on  the  part of the board members present, to
discuss or act as a unit  upon  the  specific  public  business  of  the
authority. "Meeting" does not mean a gathering (1) attended by less than
an  effective  majority  of the board, or (2) attended by or open to all
the members of three or more similar public bodies at  a  convention  or
similar gathering.
  [c.]  E.  "Public  business"  mean  matters  which  relate in any way,
directly or indirectly, to the performance of the functions of the  port
authority of New York and New Jersey or the conduct of its business.
  S  4. Subdivision 3 of article XV-A of section 1 of chapter 154 of the
laws of 1921 constituting the Port of New York Authority,  as  added  by
chapter 275 of the laws of 1992, is amended to read as follows:
  3.  [The  board shall adopt and promulgate appropriate rules and regu-
lations concerning the right of the public to be present at meetings  of
the  authority.  The  board may incorporate in its rules and regulations
conditions under which it may exclude the public from  a  meeting  or  a
portion thereof.
  Any  rules or regulations adopted hereunder shall become a part of the
minutes of the port authority of New York and New Jersey  and  shall  be
subject  to  the approval of the governor of New Jersey and the governor
of New York.] EVERY MEETING OF THE BOARD, INCLUDING MEETINGS OF  COMMIT-
TEES,  SHALL  BE  OPEN  TO  THE GENERAL PUBLIC, EXCEPT THAT AN EXECUTIVE
SESSION OF SUCH BODY MAY BE CALLED AND BUSINESS  TRANSACTED  THEREAT  IN
ACCORDANCE WITH SUBDIVISION FOUR OF SECTION ONE-B OF THIS ACT. THE BOARD
SHALL  MAKE  OR  CAUSE  TO BE MADE ALL REASONABLE EFFORTS TO ENSURE THAT
MEETINGS ARE HELD IN FACILITIES THAT PERMIT BARRIER-FREE PHYSICAL ACCESS
TO THE PHYSICALLY HANDICAPPED. IF AND WHEN THE BOARD USES VIDEO  CONFER-
ENCING OR SIMILAR TECHNOLOGY TO CONDUCT ITS MEETING, IT SHALL PROVIDE AN
OPPORTUNITY FOR THE PUBLIC TO ATTEND, LISTEN, AND OBSERVE AT ANY SITE AT
WHICH A MEMBER PARTICIPATES.
  S 5. Chapter 154 of the laws of 1921 constituting the Port of New York
Authority  is  amended by adding four new sections 1-b, 1-c, 1-d and 1-e
to read as follows:

S. 5878                             5

  S 1-B. 1. AS USED IN THIS SECTION, "COMMITTEE" OR  "COMMITTEES"  MEANS
THE AUDIT COMMITTEE, THE GOVERNANCE COMMITTEE, AND THE FINANCE COMMITTEE
REQUIRED  TO  BE ESTABLISHED BY THE BOARD OF COMMISSIONERS IN ACCORDANCE
WITH PARAGRAPHS B, C, AND D OF SUBDIVISION 2 OF SECTION  ONE-A  OF  THIS
ACT.
  2.  AT EVERY MEETING OF THE BOARD AND AT EVERY MEETING OF EACH COMMIT-
TEE, THE PUBLIC SHALL BE ALLOTTED A PERIOD OF TIME, NOT LESS THAN THIRTY
MINUTES, TO SPEAK ON ANY TOPIC ON THE AGENDA. THE PUBLIC SPEAKING PERIOD
SHALL TAKE PLACE BEFORE ANY ACTION BY THE BOARD OR THE COMMITTEE THAT IS
MEETING.
  3. THE AUTHORITY SHALL MAKE AVAILABLE TO THE  PUBLIC  MEETING  AGENDAS
AND  PUBLIC  DOCUMENTS  PROVIDED  TO THE BOARD OF COMMISSIONERS AT LEAST
FIVE BUSINESS DAYS BEFORE EVERY MEETING OF THE BOARD AND  EVERY  MEETING
OF  EACH  COMMITTEE.  PUBLIC  NOTICE  OF THE TIME AND PLACE OF A MEETING
SHALL BE GIVEN TO THE NEWS MEDIA, SHALL BE CONSPICUOUSLY POSTED  IN  ONE
OR  MORE DESIGNATED AREAS AT LEAST SEVENTY-TWO HOURS BEFORE SUCH MEETING
AND SHALL BE CONSPICUOUSLY POSTED VIA ITS OFFICIAL INTERNET WEB SITE  AT
LEAST FIVE BUSINESS DAYS BEFORE THE MEETING.
  THE  PORT  AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC SUCH DOCUMENTS
IN AT LEAST THREE WAYS:
  A. THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO THE BOARD OR  COMMIT-
TEE  MEETINGS  SHALL  BE AVAILABLE FOR PUBLIC INSPECTION AT AN OFFICE OF
THE AUTHORITY;
  B. THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO THE BOARD OR  COMMIT-
TEE MEETINGS SHALL BE MAILED TO MEMBERS OF THE PUBLIC ON A PUBLIC NOTICE
MAILING LIST THE AUTHORITY SHALL KEEP AND MAINTAIN; AND
  C.  THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO THE BOARD OR COMMIT-
TEE MEETINGS SHALL BE POSTED ON ITS OFFICIAL INTERNET WEB SITE.
  4. UPON A MAJORITY VOTE OF ITS TOTAL  MEMBERSHIP,  TAKEN  IN  AN  OPEN
MEETING  PURSUANT  TO  A MOTION IDENTIFYING THE GENERAL AREA OR AREAS OF
THE SUBJECT OR SUBJECTS TO BE CONSIDERED, THE BOARD OR A  COMMITTEE  MAY
CONDUCT  AN  EXECUTIVE  SESSION  FOR THE BELOW ENUMERATED PURPOSES ONLY,
PROVIDED, HOWEVER, THAT NO ACTION BY  FORMAL  VOTE  SHALL  BE  TAKEN  TO
APPROPRIATE MONEYS AT AN EXECUTIVE SESSION:
  A. MATTERS WHICH WILL IMPERIL THE PUBLIC SAFETY IF DISCLOSED;
  B.  ANY  MATTER  WHICH  MAY DISCLOSE THE IDENTITY OF A LAW ENFORCEMENT
AGENT OR INFORMER;
  C. INFORMATION RELATING TO CURRENT OR FUTURE INVESTIGATION  OR  PROSE-
CUTION  OF A CRIMINAL OFFENSE WHICH WOULD IMPERIL EFFECTIVE LAW ENFORCE-
MENT IF DISCLOSED;
  D. DISCUSSIONS REGARDING PROPOSED, PENDING OR CURRENT LITIGATION;
  E. COLLECTIVE BARGAINING NEGOTIATIONS;
  F. THE MEDICAL, FINANCIAL, CREDIT, OR EMPLOYMENT HISTORY OF A  PARTIC-
ULAR  PERSON  OR  CORPORATION,  OR  MATTERS  LEADING TO THE APPOINTMENT,
EMPLOYMENT, PROMOTION, DEMOTION, DISCIPLINE, SUSPENSION,  DISMISSAL,  OR
REMOVAL OF A PARTICULAR PERSON OR CORPORATION;
  G. THE PREPARATION, GRADING, OR ADMINISTRATION OF EXAMINATIONS; AND
  H.  THE  PROPOSED  ACQUISITION, SALE, OR LEASE OF REAL PROPERTY OR THE
PROPOSED ACQUISITION OF SECURITIES, OR SALE OR  EXCHANGE  OF  SECURITIES
HELD  BY  THE  AUTHORITY,  BUT  ONLY  WHEN PUBLICITY WOULD SUBSTANTIALLY
AFFECT THE VALUE THEREOF.
  ATTENDANCE AT AN EXECUTIVE SESSION SHALL BE PERMITTED TO ANY MEMBER OF
THE BOARD OR COMMITTEE, AS THE CASE MAY BE, AND ANY OTHER PERSON AUTHOR-
IZED BY THE BOARD OR COMMITTEE.
  5. MINUTES SHALL BE TAKEN AT ALL OPEN MEETINGS OF THE AUTHORITY  WHICH
SHALL  CONSIST  OF A RECORD OR SUMMARY OF ALL MOTIONS, PROPOSALS, RESOL-

S. 5878                             6

UTIONS AND ANY OTHER MATTER FORMALLY VOTED UPON AND  THE  VOTE  THEREON.
MINUTES SHALL BE TAKEN AT EXECUTIVE SESSIONS OF ANY ACTION THAT IS TAKEN
BY  FORMAL  VOTE WHICH SHALL CONSIST OF A RECORD OR SUMMARY OF THE FINAL
DETERMINATION  OF  SUCH ACTION, AND THE VOTE THEREON; PROVIDED, HOWEVER,
THAT SUCH SUMMARY NEED NOT INCLUDE ANY MATTER WHICH IS NOT  REQUIRED  TO
BE  MADE  PUBLIC  BY EITHER NEW YORK'S FREEDOM OF INFORMATION LAW OR NEW
JERSEY'S OPEN PUBLIC RECORDS ACT. MINUTES OF MEETINGS SHALL BE AVAILABLE
TO THE PUBLIC WITHIN TWO WEEKS FROM THE DATE OF SUCH MEETING.
  6. THE STATES OF NEW YORK AND NEW JERSEY CONSENT TO SUITS, ACTIONS, OR
PROCEEDINGS AS PROVIDED HEREIN AGAINST  THE  AUTHORITY  AND  TO  APPEALS
THEREFROM  AND REVIEWS THEREOF. ANY AGGRIEVED PERSON IN THE STATE OF NEW
YORK SHALL HAVE STANDING TO  ENFORCE  THE  PROVISIONS  OF  THIS  SECTION
AGAINST  THE AUTHORITY BY THE COMMENCEMENT OF AN ACTION IN SUPREME COURT
FOR DECLARATORY JUDGMENT AND INJUNCTIVE RELIEF. IN ANY SUCH ACTION,  THE
COURT SHALL HAVE THE POWER, IN ITS DISCRETION, UPON GOOD CAUSE SHOWN, TO
DECLARE  ANY  ACTION  OR PART THEREOF TAKEN IN VIOLATION OF THIS SECTION
VOID IN WHOLE OR IN PART. AN UNINTENTIONAL FAILURE TO FULLY COMPLY  WITH
THE  NOTICE  PROVISIONS  REQUIRED  BY  THIS  SECTION  SHALL NOT ALONE BE
GROUNDS FOR INVALIDATING ANY ACTION TAKEN AT A MEETING  COVERED  BY  THE
PROVISIONS OF THIS SECTION.
  THE  PROVISIONS  OF  THIS SECTION SHALL NOT AFFECT THE VALIDITY OF THE
AUTHORIZATION, ACQUISITION, EXECUTION, OR DISPOSITION OF A BOND ISSUE OR
NOTES. IN ANY PROCEEDING BROUGHT PURSUANT TO  THIS  SECTION,  COSTS  AND
REASONABLE ATTORNEY FEES MAY BE AWARDED BY THE COURT, IN ITS DISCRETION,
TO  THE  SUCCESSFUL PARTY. THE STATUTE OF LIMITATIONS WITH RESPECT TO AN
ACTION TAKEN AT EXECUTIVE SESSION SHALL COMMENCE TO RUN  FROM  THE  DATE
THE  MINUTES  OF  SUCH EXECUTIVE SESSION HAVE BEEN MADE AVAILABLE TO THE
PUBLIC.
  S 1-C. 1. AS USED IN THIS SECTION:
  A. "ADMINISTRATOR" MEANS THE OFFICER OR EMPLOYEE OF THE AUTHORITY  WHO
SHALL  BE APPOINTED BY ACT OF THE BOARD OF COMMISSIONERS TO BE RESPONSI-
BLE FOR THE DISPOSITION OF PROPERTY.
  B. "AUTHORITY" OR "PORT AUTHORITY" MEANS THE  PORT  AUTHORITY  OF  NEW
YORK AND NEW JERSEY.
  C. "DISPOSE" OR "DISPOSAL" MEANS TRANSFER OF TITLE OR ANY OTHER INTER-
EST IN PERSONAL OR REAL PROPERTY.
  D.  "PROPERTY"  MEANS  PERSONAL PROPERTY, REAL ESTATE, OR BOTH, OR ANY
INTEREST IN SUCH PROPERTY AND SHALL  INCLUDE,  WITHOUT  LIMITATION,  ANY
INTEREST  IN  REAL  ESTATE  IN  WHICH THE AUTHORITY HOLDS THE FEE SIMPLE
INTEREST, TO THE EXTENT THAT SUCH INTEREST MAY BE  CONVEYED  TO  ANOTHER
PERSON FOR ANY PURPOSE.
  2.  THE  AUTHORITY SHALL NOT IN ANY WAY DISPOSE OF ANY PROPERTY OF THE
AUTHORITY UNLESS SUCH PROPERTY HAS BEEN LISTED ON A REPORT  PREPARED  IN
ACCORDANCE  WITH  SUBDIVISION  FOUR  OF THIS SECTION, PROVIDED, HOWEVER,
THAT PERSONAL PROPERTY WITH A FAIR MARKET VALUE  OF  LESS  THAN  FIFTEEN
THOUSAND  DOLLARS  MAY  BE SOLD AT AUCTION WITHOUT HAVING BEEN LISTED ON
SUCH A REPORT IF SUCH ITEM OF PERSONAL PROPERTY IS REPORTED IN THE  NEXT
REPORT MADE PURSUANT TO SUBDIVISION FOUR OF THIS SECTION.
  3. THE AUTHORITY SHALL:
  A. MAINTAIN ADEQUATE INVENTORY CONTROLS AND ACCOUNTABILITY SYSTEMS FOR
ALL PROPERTY UNDER ITS CONTROL;
  B. CONTINUOUSLY SURVEY SUCH PROPERTY TO DETERMINE WHICH PROPERTY SHALL
BE DISPOSED OF;
  C. PRODUCE A WRITTEN REPORT OF SUCH PROPERTY IN ACCORDANCE WITH SUBDI-
VISION FOUR OF THIS SECTION;
  D. PERFORM THE CARE AND HANDLING OF SUCH PROPERTY; AND

S. 5878                             7

  E. TRANSFER OR DISPOSE OF SUCH PROPERTY AS PROMPTLY AS POSSIBLE.
  4.  THE AUTHORITY SHALL PUBLISH, NOT LESS FREQUENTLY THAN QUARTERLY, A
REPORT LISTING ALL PROPERTY OF THE AUTHORITY THAT THE AUTHORITY  INTENDS
TO  DISPOSE OF. SUCH REPORT SHALL CONSIST OF A LIST OF ALL SUCH PROPERTY
HELD BY THE AUTHORITY AT THE END OF THE PERIOD COVERED  BY  THE  REPORT,
AND  ALL  SUCH PROPERTY DISPOSED OF DURING SUCH PERIOD. THE REPORT SHALL
CONTAIN AN ESTIMATE OF FAIR MARKET VALUE FOR ALL SUCH PROPERTY  HELD  BY
THE  AUTHORITY  AT  THE  END OF THE PERIOD AND THE PRICE RECEIVED BY THE
AUTHORITY AND THE NAME OF THE PURCHASER FOR ALL SUCH  PROPERTY  SOLD  BY
THE  AUTHORITY  DURING  SUCH  PERIOD. LOW VALUE PERSONAL PROPERTY MAY BE
LISTED IN SUITABLE GROUPS OR LOTS.  SUCH  REPORT  SHALL  CONTAIN  OR  BE
ACCOMPANIED  BY A LISTING AND DESCRIPTION OF ANY NEGOTIATED DISPOSALS OF
PROPERTY HAVING AN ESTIMATED FAIR MARKET  VALUE  OF  MORE  THAN  FIFTEEN
THOUSAND  DOLLARS,  IN  THE  CASE  OF  REAL  PROPERTY,  OR FIVE THOUSAND
DOLLARS, IN THE CASE OF ANY OTHER PROPERTY,  OTHER  THAN  DISPOSALS  FOR
WHICH AN EXPLANATORY STATEMENT HAS BEEN TRANSMITTED UNDER THIS SECTION.
  THE  AUTHORITY SHALL DELIVER COPIES OF SUCH REPORT TO THE GOVERNORS OF
NEW YORK AND NEW JERSEY, THE TEMPORARY PRESIDENT OF THE SENATE  AND  THE
SPEAKER OF THE ASSEMBLY OF THE NEW YORK STATE LEGISLATURE, THE PRESIDENT
AND MINORITY LEADER OF THE SENATE AND THE SPEAKER AND MINORITY LEADER OF
THE  GENERAL  ASSEMBLY  OF  THE  NEW JERSEY LEGISLATURE, THE INDEPENDENT
BUDGET OFFICER, AND WHOEVER SHALL HAVE REQUESTED COPIES OF SUCH REPORTS.
  5. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE ADMINISTRATOR  OF
THE  AUTHORITY SHALL HAVE SUPERVISION AND DIRECTION OVER THE DISPOSITION
OF PROPERTY OF SUCH AUTHORITY. SUCH PROPERTY SHALL  BE  DISPOSED  OF  TO
SUCH  EXTENT, AT SUCH TIME, IN SUCH AREAS, AT SUCH TERMS AND CONDITIONS,
AND IN SUCH MANNER, AS MAY BE PRESCRIBED IN OR PURSUANT TO THIS SECTION.
  6. THE AUTHORITY MAY DISPOSE OF PROPERTY FOR NOT LESS  THAN  THE  FAIR
MARKET  VALUE  OF  SUCH  PROPERTY  BY  SALE, EXCHANGE, LEASE, PERMIT, OR
TRANSFER, FOR CASH, CREDIT, OR OTHER PROPERTY, WITH OR WITHOUT WARRANTY,
AND UPON SUCH OTHER TERMS AND  CONDITIONS  AS  THE  ADMINISTRATOR  DEEMS
PROPER,  AND  IT MAY EXECUTE SUCH DOCUMENTS FOR THE TRANSFER OF TITLE OR
OTHER INTEREST IN PROPERTY AND TAKE SUCH OTHER ACTION AS IT DEEMS NECES-
SARY OR PROPER TO DISPOSE OF SUCH PROPERTY UNDER THE PROVISIONS OF  THIS
SECTION.  PROVIDED, HOWEVER, THAT NO SALE OF REAL PROPERTY, ANY INTEREST
IN REAL PROPERTY, OR ANY OTHER PROPERTY  WHICH  BECAUSE  OF  ITS  UNIQUE
NATURE  IS  NOT SUBJECT TO NORMAL MARKET PRICING SHALL BE MADE UNLESS AN
APPRAISAL OF THE VALUE OF SUCH PROPERTY HAS BEEN MADE  AND  INCLUDED  IN
THE RECORD OF THE TRANSACTION.
  7.  A DEED, BILL OF SALE, LEASE, OR OTHER INSTRUMENT EXECUTED BY OR ON
BEHALF OF THE AUTHORITY PURPORTING TO TRANSFER TITLE OR ANY OTHER INTER-
EST IN PROPERTY OF THE AUTHORITY UNDER THIS SECTION SHALL BE  CONCLUSIVE
EVIDENCE  OF  COMPLIANCE  WITH THE PROVISIONS OF THIS SECTION INSOFAR AS
CONCERNS TITLE OR OTHER INTEREST OF ANY BONA FIDE GRANTEE OR  TRANSFEREE
FOR VALUE AND WITHOUT NOTICE OF LACK OF SUCH COMPLIANCE.
  8.  A.  ALL  DISPOSALS  OR  CONTRACTS  FOR DISPOSAL OF PROPERTY OF THE
AUTHORITY MADE OR AUTHORIZED BY THE ADMINISTRATOR SHALL  BE  MADE  AFTER
PUBLICLY  ADVERTISING FOR BIDS EXCEPT AS PROVIDED IN PARAGRAPH C OF THIS
SUBDIVISION.
  B. WHENEVER  PUBLIC  ADVERTISING  FOR  BIDS  IS  REQUIRED  UNDER  THIS
SUBSECTION:  (1)  THE  ADVERTISEMENT FOR BIDS SHALL BE MADE AT SUCH TIME
PREVIOUS TO THE DISPOSAL OR CONTRACT, THROUGH SUCH METHODS, AND ON  SUCH
TERMS  AND  CONDITIONS  AS  SHALL  PERMIT THAT FULL AND FREE COMPETITION
WHICH IS CONSISTENT WITH THE VALUE AND NATURE OF THE PROPERTY  INVOLVED;
(2) ALL BIDS SHALL BE PUBLICLY DISCLOSED AT THE TIME AND PLACE STATED IN
THE  ADVERTISEMENT;  AND  (3)  THE  AWARD  SHALL BE MADE WITH REASONABLE

S. 5878                             8

PROMPTNESS BY NOTICE TO THE RESPONSIBLE BIDDER WHOSE BID, CONFORMING  TO
THE  INVITATION  FOR  BIDS,  WILL BE MOST ADVANTAGEOUS TO THE AUTHORITY,
PRICE AND OTHER FACTORS CONSIDERED;  PROVIDED,  THAT  ALL  BIDS  MAY  BE
REJECTED WHEN IT IS IN THE PUBLIC INTEREST TO DO SO.
  C.  DISPOSALS  AND  CONTRACTS  FOR  DISPOSAL MAY BE NEGOTIATED WITHOUT
REGARD TO PARAGRAPHS A AND B OF THIS SUBDIVISION BUT SUBJECT TO  OBTAIN-
ING SUCH COMPETITION AS IS FEASIBLE UNDER THE CIRCUMSTANCES, IF:
  (1)  THE PERSONAL PROPERTY INVOLVED IS OF A NATURE AND QUANTITY WHICH,
IF DISPOSED OF UNDER PARAGRAPHS A AND B    OF  THIS  SUBDIVISION,  WOULD
ADVERSELY AFFECT THE STATE OR LOCAL MARKET FOR SUCH GOODS, AND THE ESTI-
MATED FAIR MARKET VALUE OF SUCH PROPERTY AND OTHER SATISFACTORY TERMS OF
DISPOSAL CAN BE OBTAINED BY NEGOTIATION;
  (2)  THE ESTIMATED FAIR MARKET VALUE OF THE PROPERTY INVOLVED DOES NOT
EXCEED FIFTEEN THOUSAND DOLLARS;
  (3) BID PRICES AFTER ADVERTISING THEREFOR ARE NOT  REASONABLE,  AS  TO
EITHER  ALL OR SOME PART OF THE PROPERTY, OR HAVE NOT BEEN INDEPENDENTLY
ARRIVED AT IN OPEN COMPETITION;
  (4) WITH RESPECT TO REAL PROPERTY ONLY, THE CHARACTER OR CONDITION  OF
THE PROPERTY, THE NATURE OF THE INTEREST TO BE CONVEYED OR OTHER UNUSUAL
CIRCUMSTANCES  MAKE IT IMPRACTICAL TO ADVERTISE PUBLICLY FOR COMPETITIVE
BIDS, AND THE FAIR MARKET VALUE OF THE PROPERTY AND  OTHER  SATISFACTORY
TERMS OF DISPOSAL CAN BE OBTAINED BY NEGOTIATION; OR
  (5)  THE  DISPOSAL WILL BE TO THE STATE OF NEW YORK OR NEW JERSEY, ANY
MUNICIPALITY OR POLITICAL SUBDIVISIONS THEREOF, OR  TAX-SUPPORTED  AGEN-
CIES  THEREIN,  AND  THE ESTIMATED FAIR MARKET VALUE OF THE PROPERTY AND
OTHER SATISFACTORY TERMS OF DISPOSAL ARE OBTAINED BY NEGOTIATION.
  D. (1) AN EXPLANATORY STATEMENT SHALL BE PREPARED OF THE CIRCUMSTANCES
OF EACH DISPOSAL BY NEGOTIATION OF: (I) ANY PERSONAL PROPERTY WHICH  HAS
AN  ESTIMATED  FAIR  MARKET VALUE IN EXCESS OF FIFTEEN THOUSAND DOLLARS;
(II) ANY REAL PROPERTY THAT HAS AN ESTIMATED FAIR MARKET VALUE IN EXCESS
OF ONE HUNDRED THOUSAND DOLLARS, EXCEPT THAT ANY REAL PROPERTY  DISPOSED
OF  BY  LEASE OR EXCHANGE SHALL ONLY BE SUBJECT TO CLAUSES (III) THROUGH
(V) OF THIS SUBPARAGRAPH; (III) ANY REAL PROPERTY DISPOSED OF  BY  LEASE
FOR  A  TERM OF FIVE YEARS OR LESS, IF THE ESTIMATED FAIR ANNUAL RENT IS
IN EXCESS OF ONE HUNDRED THOUSAND DOLLARS FOR ANY OF  SUCH  YEARS;  (IV)
ANY  REAL  PROPERTY  DISPOSED  OF  BY LEASE FOR A TERM OF MORE THAN FIVE
YEARS, IF THE TOTAL ESTIMATED RENT OVER THE TERM  OF  THE  LEASE  IS  IN
EXCESS OF ONE HUNDRED THOUSAND DOLLARS; OR (V) ANY REAL PROPERTY OR REAL
AND  RELATED  PERSONAL  PROPERTY  DISPOSED OF BY EXCHANGE, REGARDLESS OF
VALUE, OR ANY PROPERTY ANY PART OF THE CONSIDERATION FOR WHICH  IS  REAL
PROPERTY.
  (2)  EACH  SUCH STATEMENT SHALL BE TRANSMITTED TO THE PERSONS ENTITLED
TO RECEIVE COPIES OF THE REPORT REQUIRED UNDER  THIS  SECTION  NOT  LESS
THAN  NINETY  DAYS IN ADVANCE OF SUCH DISPOSAL, AND A COPY THEREOF SHALL
BE PRESERVED IN THE FILES OF THE AUTHORITY MAKING SUCH DISPOSAL.
  S 1-D. 1. THE AUTHORITY SHALL NOT:
  A. ISSUE ANY BOND, NOTE, OR OTHER DEBT OBLIGATION, OR
  B. INCLUDE IN ANY COVENANT, BOND DOCUMENT, OR ANY OTHER INSTRUMENT ANY
PROVISION HAVING THE EFFECT OF EXTENDING THE TERM OF ANY BOND, NOTE,  OR
OTHER  DEBT OBLIGATION OR PERMITTING THE REFUNDING OR REFINANCING OF ANY
DEBT OBLIGATION FOR A TERM LONGER THAN THE TERM OF SUCH DEBT  OBLIGATION
IN  EFFECT  ON THE EFFECTIVE DATE OF THIS SECTION, UNLESS SUCH ISSUANCE,
INCURRENCE, EXTENSION, REFUNDING, OR REFINANCING IS  PERMITTED  BY  SUCH
STATUTORY  LIMIT.  NOTWITHSTANDING  ANY OTHER PROVISION OF LAW, BONDS OR
NOTES MAY NOT BE SOLD IN A PRIVATE SALE BY THE  AUTHORITY,  UNLESS  SUCH
SALE  AND THE TERMS AND CONDITIONS THEREOF HAVE BEEN APPROVED IN WRITING

S. 5878                             9

BY THE COMPTROLLER OF THE STATE OF NEW  YORK AND THE STATE TREASURER  OF
NEW JERSEY.
  S 1-E. 1. AS USED IN THIS SECTION:
  A.  "AUTHORITY"  OR  "PORT  AUTHORITY" MEANS THE PORT AUTHORITY OF NEW
YORK AND NEW JERSEY.
  B. "CENTRAL PROCUREMENT OFFICER" OR "PROCUREMENT  OFFICER"  MEANS  THE
INDEPENDENT  PORT  AUTHORITY  CENTRAL  PROCUREMENT  OFFICER APPOINTED IN
ACCORDANCE WITH THIS SECTION.
  C. "CONTRACTOR" MEANS ANY BIDDER, OFFEROR, OR PROPOSER FOR A  PROCURE-
MENT  CONTRACT  AND  SHALL  INCLUDE ANY SUBCONTRACTOR OR OTHER REPRESEN-
TATIVE OR PERSON WITH A FINANCIAL INTEREST ON BEHALF OF SUCH PERSON.
  D. "IMPROPER LOBBYING INFLUENCE" MEANS ANY ATTEMPT  TO  INFLUENCE  ANY
DETERMINATION  OF  AN  EMPLOYEE  OR  REPRESENTATIVE OF THE AUTHORITY, IN
ORDER TO ACHIEVE PREFERENTIAL, UNEQUAL OR  FAVORED  CONSIDERATION  OF  A
PROPOSAL  SUBMITTED FOR A PROCUREMENT CONTRACT AWARD, BASED ON CONSIDER-
ATIONS OTHER THAN THE MERITS OF THE PROPOSAL.
  E. "LOBBYING" MEANS ANY ATTEMPT TO INFLUENCE ANY ACTION BY, OR  COMMU-
NICATION DIRECTLY OR SOLICITING OTHERS TO COMMUNICATE WITH, ANY OFFICER,
EMPLOYEE,  AGENT,  CONSULTANT,  OR  ANY OTHER PERSON HAVING ANY POWER OR
AUTHORITY RELATED TO THE PROCUREMENT OF GOODS OR  SERVICES  IN  SUPPORT,
CONSTRUCTION,  PURCHASE, SALE OR LEASE OF REAL PROPERTY; THE ACQUISITION
OR GRANTING OF ANY OTHER INTEREST IN REAL PROPERTY; OR  AUTHORITY  FUNC-
TIONS OR OPERATIONS.
  F.  "PENDENCY  OF  A  PROCUREMENT CONTRACT AWARD" MEANS THE PROCESSING
PERIOD FOR LETTING A PROCUREMENT CONTRACT, COMMENCING WITH THE  EARLIEST
PUBLISHED  WRITTEN  NOTICE, ADVERTISEMENT OR SOLICITATION OF EXPRESSIONS
OF INTEREST OR PROPOSALS, AND ENDING WITH THE AUTHORITY'S FINAL CONTRACT
APPROVAL.
  G. "PROCUREMENT CONTRACT" MEANS A WRITTEN CONTRACT LET BY THE AUTHORI-
TY FOR THE ACQUISITION OF GOODS OR SERVICES  IN  SUPPORT,  CONSTRUCTION,
PURCHASE, SALE OR LEASE OF REAL PROPERTY; THE ACQUISITION OR GRANTING OF
OTHER INTEREST IN REAL PROPERTY OR OF AUTHORITY FUNCTIONS OR OPERATIONS.
  H.  "PROPOSAL" MEANS ANY PROPOSAL, QUOTATION, OFFER OR RESPONSE TO THE
AUTHORITY'S COMPETITIVE SOLICITATION OF SUBMISSIONS RELATING TO AN AWARD
OF A PROCUREMENT CONTRACT OR TO  ANY  UNSOLICITED  PROPOSAL,  QUOTATION,
OFFER OR SUBMISSION OF ANY POTENTIAL PROCUREMENT CONTRACT.
  2. FOR PURPOSES OF THIS SECTION, "LOBBYING" SHALL NOT INCLUDE:
  A.  NONPROFIT  MAKING AGENCIES FOR THE BLIND, AND QUALIFIED CHARITABLE
NONPROFIT AGENCIES FOR OTHER SEVERELY DISABLED PERSONS;
  B. PARTICIPANTS, INCLUDING THOSE APPEARING ON BEHALF OF A CLIENT, IN A
PUBLICLY NOTICED CONFERENCE PURSUANT TO A REQUEST FOR BIDS OR PROPOSALS;
  C. PERSONS WHO HAVE BEEN TENTATIVELY AWARDED A CONTRACT  OR  REPRESENT
PERSONS  WHO HAVE BEEN TENTATIVELY AWARDED A CONTRACT AND ARE ENGAGED IN
COMMUNICATIONS WITH THE AUTHORITY SOLELY FOR THE PURPOSE OF  NEGOTIATING
THE TERMS OF THE CONTRACT AFTER BEING NOTIFIED OF SUCH AWARD;
  D. PERSONS OR THE REPRESENTATIVES OF PERSONS WHO:
  (1)  ARE  A PARTY TO A PROTEST, APPEAL, OR OTHER PROCEEDING (INCLUDING
THE APPARENT SUCCESSFUL BIDDER OR CONTRACTOR AND HIS  OR  HER  REPRESEN-
TATIVE); OR
  (2) REQUEST A REVIEW OF A PROCUREMENT DECISION;
  E. THE SUBMISSION OF A BID OR PROPOSAL (WHETHER SUBMITTED ORALLY OR IN
WRITING)  IN RESPONSE TO A REQUEST FOR BIDS OR PROPOSALS AS LONG AS THAT
PERSON IS AN OFFICIAL CONTACT ON THE PROPOSAL;
  F. PROSPECTIVE BIDDERS OR PROPOSERS OR THEIR  REPRESENTATIVES  SUBMIT-
TING  QUESTIONS TO A DESIGNATED AGENCY OR MUNICIPAL CONTACT SET FORTH IN
A REQUEST FOR BIDS OR PROPOSALS; AND

S. 5878                            10

  G. OFFICERS AND EMPLOYEES OF  STATEWIDE  ELECTED  OFFICIALS  INCLUDING
INDIVIDUALS  WHO ACT AS PAID OR UNPAID ADVISORS OR CONSULTANTS TO STATE-
WIDE ELECTED OFFICIALS, EXCEPT MEMBERS  OF  AN  ADVISORY  COMMISSION,  A
BOARD,  OR  AN  AUTHORITY.  FOR  PURPOSES OF THIS PARAGRAPH, "AUTHORITY"
MEANS  A PUBLIC AUTHORITY, A STATE AUTHORITY, OR A PUBLIC BENEFIT CORPO-
RATION CREATED BY OR EXISTING UNDER ANY LAW OF NEW YORK OR NEW JERSEY.
  3. THE BOARD OF COMMISSIONERS, BY  MAJORITY  VOTE,  SHALL  APPOINT  AN
INDEPENDENT CENTRAL PROCUREMENT OFFICER. THE CENTRAL PROCUREMENT OFFICER
SHALL  WORK WITHIN THE CENTRAL PROCUREMENT OFFICE AND SHALL HAVE PRIMARY
RESPONSIBILITY FOR THE PREVENTION  OF  IMPROPER  LOBBYING  INFLUENCE  IN
PROCUREMENT  CONTRACTS. THE CENTRAL PROCUREMENT OFFICER IS AUTHORIZED TO
ADOPT OTHER PROCEDURAL CONTROLS OR RULES IN  ADDITION  TO  THOSE  ESTAB-
LISHED IN THIS SECTION IN CONSULTATION WITH THE CHAIRMAN OF THE AUTHORI-
TY.  THE SALARY, STAFF AND OFFICE SPACE ALLOTTED TO THE CENTRAL PROCURE-
MENT OFFICER SHALL BE ESTABLISHED BY THE  BOARD  OF  COMMISSIONERS,  AND
SHALL BE CONSISTENT WITH THE TERMS ESTABLISHED FOR THE INSPECTOR GENERAL
AND  INDEPENDENT  BUDGET  OFFICER. THE CENTRAL PROCUREMENT OFFICER SHALL
SERVE FOR A TERM OF FIVE YEARS.
  THE CENTRAL PROCUREMENT OFFICER MAY BE REMOVED FROM OFFICE  FOR  CAUSE
BY THE BOARD OF COMMISSIONERS, AFTER A PUBLIC HEARING.
  4.  A.  ALL PROPOSALS FOR PROCUREMENT CONTRACTS MUST INCLUDE THE NAME,
ADDRESS, TELEPHONE NUMBER, PLACE OF PRINCIPAL EMPLOYMENT, AND OCCUPATION
OF ALL PERSONS WHO WILL CONTACT THE AUTHORITY ON BEHALF OF THE  CONTRAC-
TOR. THESE PERSON SHALL BE AUTHORIZED TO CONTACT THE AUTHORITY ON BEHALF
OF THE CONTRACTOR.
  B.  THE  CENTRAL  PROCUREMENT OFFICER SHALL REQUIRE THAT ALL REPRESEN-
TATIVES OF THE AUTHORITY WHO  CONTACT  CONTRACTORS  OR  THEIR  REPRESEN-
TATIVES  WITH  REGARD  TO A PROPOSAL, OR ARE CONTACTED BY CONTRACTORS OR
THEIR REPRESENTATIVES WITH  REGARD  TO  A  PROPOSAL,  MUST  REPORT  SUCH
CONTACT  TO  THE  CENTRAL PROCUREMENT OFFICER, INCLUDING THE NAME, DATE,
TIME, AND CONTENT OF THE CALL.
  THE CENTRAL PROCUREMENT OFFICER SHALL CREATE A LISTING OF ALL  PERSONS
WHO  CONTACT  ANY  REPRESENTATIVE  OF  THE  AUTHORITY  WITH  REGARD TO A
PROPOSAL OR PROCUREMENT CONTRACT AND A LISTING OF ALL PERSONS  WHO  WERE
CONTACTED  BY  ANY  REPRESENTATIVE  OF  THE  AUTHORITY  WITH REGARD TO A
PROCUREMENT CONTRACT. SUCH REPORTS MUST INCLUDE THE NAME OF  THE  PERSON
WHO CONTACTED THE AUTHORITY, THE PERSON WHOM THE CONTACTOR IS REPRESENT-
ING, AND THE DATE AND TIME OF THE CONTACT, INCLUDING A BRIEF DESCRIPTION
OF THE CONTENT OF THE CALL.
  C.  IF ANY PERSON CONTACTS ANY REPRESENTATIVE OF THE AUTHORITY AND HIS
OR HER NAME IS NOT INCLUDED ON THE PROPOSAL AS REQUIRED IN THIS SECTION,
IT SHALL BE CONSIDERED IMPROPER LOBBYING INFLUENCE. THE CENTRAL PROCURE-
MENT OFFICER SHALL REPORT SUCH VIOLATION TO THE INSPECTOR GENERAL  IMME-
DIATELY.  ADDITIONALLY,  NO  STATE  OFFICER  OR EMPLOYEE SHALL ENGAGE IN
LOBBYING OR LOBBYING ACTIVITIES AS PROVIDED FOR IN  THIS  CHAPTER.  SUCH
ACTION SHALL BE IMPROPER LOBBYING INFLUENCE.
  D.  DURING  THE PENDENCY OF THE PROCUREMENT CONTRACT AWARD THERE SHALL
BE NO CONTACT BETWEEN A CONTRACTOR OR HIS OR HER REPRESENTATIVE AND  THE
AUTHORITY  EXCEPT FOR INFORMATIONAL OR TECHNICAL INFORMATION. GUIDELINES
FOR SUCH PERMITTED CONTACT SHALL BE ESTABLISHED BY THE INSPECTOR  GENER-
AL.  ALL  OTHER  CONTACT  DURING  THIS  PERIOD SHALL CONSTITUTE IMPROPER
LOBBYING INFLUENCE. COMMUNICATION  WITH  THE  AUTHORITY  BY  PERSONS  OR
CONTRACTORS  WHO  HAVE  BEEN TENTATIVELY AWARDED A CONTRACT OR REPRESENT
PERSONS WHO HAVE BEEN TENTATIVELY AWARDED  A  CONTRACT  SOLELY  FOR  THE
PURPOSE OF NEGOTIATING THE TERMS OF THE CONTRACT AFTER BEING NOTIFIED OF

S. 5878                            11

SUCH AWARD IS NOT PROHIBITED. SUCH CONTRACT MUST BE PROCESSED IN ACCORD-
ANCE WITH THE PROVISIONS OF THIS SUBDIVISION.
  E. THE CENTRAL PROCUREMENT OFFICER UPON BEING NOTIFIED OF OR DISCOVER-
ING  ATTEMPTED IMPROPER LOBBYING INFLUENCE SHALL IMMEDIATELY INVESTIGATE
SUCH ALLEGATION AND SHALL GIVE THE CONTRACTOR AN OPPORTUNITY TO BE HEARD
IN RESPONSE TO SUCH ALLEGATION. THE CENTRAL PROCUREMENT OFFICER  OR  ANY
REPRESENTATIVE OF THE AUTHORITY SHALL REPORT ANY ALLEGATIONS OF IMPROPER
LOBBYING  INFLUENCE OR ATTEMPTED IMPROPER LOBBYING INFLUENCE IMMEDIATELY
TO THE INSPECTOR GENERAL AND THE CHAIRMAN OF THE AUTHORITY. IF  IMPROPER
LOBBYING  INFLUENCE OR ATTEMPTED IMPROPER LOBBYING INFLUENCE IS FOUND TO
HAVE OCCURRED, THEN THE AUTHORITY MAY IMPOSE SUCH SANCTION AS  IT  SHALL
DEEM  APPROPRIATE,  INCLUDING  BUT NOT LIMITED TO THE ELIMINATION OF THE
PROPOSAL FROM CONSIDERATION. ANY DETERMINATION  MADE  BY  THE  AUTHORITY
SHALL BE REPORTED TO THE INSPECTOR GENERAL.
  5.  ALL RECORDS AND DOCUMENTS REQUIRED TO BE RETAINED BY THE AUTHORITY
IN THIS SECTION SHALL BE AVAILABLE FOR REVIEW BY THE PUBLIC.
  6. THE CENTRAL PROCUREMENT OFFICER SHALL SUBMIT AN  ANNUAL  REPORT  TO
THE  INSPECTOR  GENERAL  BY  JANUARY  FIRST  THAT REPORTS ON THE VARIOUS
PROCUREMENT CONTRACTS ENTERED INTO BY THE AUTHORITY, A LIST OF THE VARI-
OUS CONTRACTORS AND THEIR REPRESENTATIVES THAT CONTACTED  THE  AUTHORITY
WITH  REGARD TO PROCUREMENT CONTRACTS, THE INSTANCES OF ANY ATTEMPTED OR
FOUND CASES OF IMPROPER LOBBYING INFLUENCE AND  OTHER  RELATED  MATERIAL
AND INFORMATION THE CENTRAL PROCUREMENT OFFICER FINDS RELEVANT.
  7.  THE AUTHORITY, PRIOR TO MAKING AN AWARD OF A PROCUREMENT CONTRACT,
SHALL MAKE A DETERMINATION OF RESPONSIBILITY OF  THE  PROPOSED  AWARDEE.
THE  AUTHORITY SHALL ENSURE THAT EACH PROPOSAL FOR PROCUREMENT CONTRACTS
REQUIRES CONTRACTORS TO DISCLOSE  FINDINGS  OF  NON-RESPONSIBILITY  MADE
WITHIN THE PREVIOUS FIVE YEARS BY ANY AUTHORITY WHERE SUCH PRIOR FINDING
OF  NON-RESPONSIBILITY  WAS  DUE  TO  INTENTIONAL  PROVISION OF FALSE OR
INCOMPLETE INFORMATION TO AN AUTHORITY. IN  MAKING  A  DETERMINATION  OF
RESPONSIBILITY,  THE  AUTHORITY  SHALL  TAKE INTO ACCOUNT ANY SUCH PRIOR
FINDING AND SHALL NOT AWARD A CONTRACT TO SUCH CONTRACTOR.  THE  FAILURE
OF  THE  CONTRACTOR TO TIMELY DISCLOSE ACCURATE AND COMPLETE INFORMATION
OR TO OTHERWISE COOPERATE WITH THE AUTHORITY SHALL BE CONSIDERED BY  THE
AUTHORITY IN ITS DETERMINATION OF THE RESPONSIBILITY OF SUCH CONTRACTOR.
  8.  EVERY  PROCUREMENT  CONTRACT  SHALL CONTAIN A CERTIFICATION BY THE
AWARDEE THAT ALL INFORMATION PROVIDED  TO  THE  AUTHORITY  IS  COMPLETE,
TRUE, AND ACCURATE AND SHALL CONTAIN A PROVISION AUTHORIZING THE AUTHOR-
ITY  TO  TERMINATE  SUCH  PROCUREMENT CONTRACT IN THE EVENT SUCH CERTIF-
ICATION IS FOUND TO BE INTENTIONALLY FALSE OR INTENTIONALLY INCOMPLETE.
  9. ANY MEMBER, OFFICER, EMPLOYEE, OR REPRESENTATIVE OF  THE  AUTHORITY
WHO  FAILS  TO  COMPLY WITH THIS SECTION SHALL BE SUBJECT TO APPROPRIATE
DISCIPLINARY ACTION BY THE AUTHORITY AND WHEN APPROPRIATE,  DISCIPLINARY
ACTION SHALL BE TAKEN BY THE INSPECTOR GENERAL.
  10.  ANY  PERSON OR ORGANIZATION THAT, WITH RESPECT TO ANY PROCUREMENT
OR WITH RESPECT TO PROPOSALS SUBMITTED  TO  THE  AUTHORITY,  ENGAGES  IN
LOBBYING AND ANY PERSON OR ORGANIZATION THAT RETAINS, EMPLOYS, OR DESIG-
NATES  ANY  PERSON  OR  ORGANIZATION  TO CARRY ON LOBBYING ACTIVITIES ON
BEHALF OF SUCH PERSON OR ORGANIZATION SHALL BE SUBJECT TO  THE  LOBBYING
REGISTRATION LAWS OF NEW YORK AND NEW JERSEY.
  11. EVERY PERSON OR ORGANIZATION SUBJECT TO THE PROVISIONS OF NEW YORK
AND  NEW  JERSEY'S LOBBYING LAWS OR THIS SECTION AS A LOBBYIST OR CLIENT
BECAUSE OF ACTS RELATING TO PROCUREMENTS OR PROPOSALS TO  THE  AUTHORITY
SHALL  FILE  A  COPY  OF  EACH  DOCUMENT REQUIRED TO BE FILED UNDER THIS
SECTION WITH THE AUTHORITY.

S. 5878                            12

  12. THE CENTRAL PROCUREMENT OFFICE SHALL RECEIVE  AND  FILE  DOCUMENTS
REQUIRED  TO  BE FILED UNDER THIS SECTION. THE AUTHORITY SHALL CATALOGUE
SUCH FILINGS BY THE NAME OF THE LOBBYIST, THE NAME OF THE CLIENT, AND BY
THE CONTRACT WHOM THE LOBBYIST HAS  ATTEMPTED  TO  INFLUENCE  ACTION  ON
BEHALF  OF THE CLIENT. THE AUTHORITY SHALL MAKE INFORMATION FURNISHED BY
LOBBYISTS AND CLIENTS AVAILABLE TO THE PUBLIC FOR INSPECTION AND COPYING
IN ELECTRONIC AND PAPER FORMATS. ACCESS TO SUCH INFORMATION  SHALL  ALSO
BE  MADE  AVAILABLE  FOR  REMOTE  COMPUTER  USERS  THROUGH  THE INTERNET
NETWORK.
  13. NO CLIENT SHALL RETAIN OR EMPLOY ANY  LOBBYIST  FOR  COMPENSATION,
THE  RATE OR AMOUNT OF WHICH COMPENSATION IN WHOLE OR PART IS CONTINGENT
OR DEPENDENT UPON THE ACCEPTANCE OF OR DECISION REGARDING  ANY  PROPOSAL
OR  PROCUREMENT  CONTRACT  BY  THE  AUTHORITY.  THE METHODOLOGY BY WHICH
COMPENSATION IS DETERMINED MUST BE INCLUDED IN THE REPORTS REQUIRED.
  S 6.  This act shall take effect upon the enactment into  law  by  the
state  of New Jersey of legislation having an identical effect with this
act, but if the state of New Jersey  shall  have  already  enacted  such
legislation,  this  act shall take effect immediately; provided that the
board of commissioners of the port authority of New York and New  Jersey
shall  notify  the  legislative bill drafting commission upon the occur-
rence of the enactment of the legislation provided for in sections  two,
three,  four and five of this act in order that the commission may main-
tain an accurate and timely effective data base of the official text  of
the  laws  of  the  state of New York in furtherance of effectuating the
provisions of section 44 of the legislative law and section 70-b of  the
public officers law.

Co-Sponsors

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S5878A - Bill Details

See Assembly Version of this Bill:
A8677B
Current Committee:
Law Section:
Port Authority of New York and New Jersey
Laws Affected:
Amd §1 Art XV-A, add Arts XV-B - XV-F, Chap 154 of 1921

S5878A - Bill Texts

view summary

Enacts the "Port Authority of New York and New Jersey Transparency and Accountability Act".

view sponsor memo
BILL NUMBER:S5878A

TITLE OF BILL:
An act
to amend chapter 154 of the laws of 1921, providing for the
establishment of
the Port of New
York Authority, in relation to
enacting the "Port Authority of New York and New Jersey
Transparency and Accountability Act"

PURPOSE:
To enact the "Port Authority of New York and New Jersey Transparency
and Accountability Act".

SUMMARY OF PROVISIONS:
1. Requires for an independent auditing of the Port Authority.
2. Requires specific requirements for open public meetings and
publication of minutes of meetings of the Board of Commissioners.
3. Establishes specific requirements for public hearings to be held in
the port district of New York and New Jersey to discuss any proposed
fee, toll, charge, or fare increase.
4. Establishes an Audit, Finance and Governance Committees.
5. Requires financial disclosures and training for Commissioners.
6. Certification by the Chairman, Vice-Chairman of the Board of
Commissioners of the Port Authority and the Executive Director,
Deputy Executive Director, and the Chief Financial Officer of the
Port Authority.
7. Creation of a fiduciary responsibility for Commissioners.

JUSTIFICATION:
This bill enacts certain reforms to ensure the proper functioning of
the Port Authority of New York and New Jersey as an open, transparent
and accountable interstate authority.
The Port Authority's operations include Newark, LaGuardia and Kennedy
airports; the Port of New York and New Jersey, which is the leading
maritime cargo port on the east coast of North America; PATH mass
transit system; the World Trade Center; and numerous bridges and
tunnels, including the George Washington Bridge and the Lincoln and
Holland Tunnels.

The measures contained in this legislation will bring accountability
and transparency to the Port Authority. It will also allow the public
and government officials to have confidence that the Authority is
committed to its mission in a responsible and fiscally sound manner.

LEGISLATIVE HISTORY:
New bill.

FISCAL IMPLICATIONS:
None to the states of New York and New Jersey.

EFFECTIVE DATE:
This act shall take effect upon the enactment into law by the state of
New Jersey of legislation having an identical effect with this act,
but if the state of New Jersey shall have already enacted such
legislation, this act shall take effect immediately; provided that
the chairman of the port authority of New York and New Jersey shall
notify the legislative bill drafting commission upon the occurrence
of the enactment of the legislation provided for in section on e of
this act in order that the commission may maintain an accurate and
timely effective data base of the official text of the laws of the
state of New York in furtherance of effectuating the provisions of
section 44 of the legislative law and section 70-b of the public
officers law.

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                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 5878--A

                       2011-2012 Regular Sessions

                            I N  S E N A T E

                            September 2, 2011
                               ___________

Introduced  by Sens. LANZA, FUSCHILLO -- read twice and ordered printed,
  and when printed to be committed to the Committee on Rules  --  recom-
  mitted  to  the Committee on Corporations, Authorities and Commissions
  in accordance with Senate Rule 6, sec. 8 -- committee discharged, bill
  amended, ordered reprinted as amended and recommitted to said  commit-
  tee

AN  ACT  to  amend  chapter  154  of the laws of 1921, providing for the
  establishment of the Port of New York Authority, in relation to enact-
  ing the "Port Authority of New York and New  Jersey  Transparency  and
  Accountability Act"

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Short title.  This act shall be known and may be  cited  as
the "Port Authority of New York and New Jersey Transparency and Account-
ability Act".
  S  2. Subdivisions 2 and 3 of article XV-A of section 1 of chapter 154
of the laws of 1921, providing for the establishment of the Port of  New
York Authority, as added by chapter 275 of the laws of 1992, are amended
to read as follows:
  2. As used in this act:
  [a.] "Board" means the board of commissioners of the Port Authority of
New York and New Jersey.
  [b.] "COMMITTEE" OR "COMMITTEES" MEANS THE AUDIT COMMITTEE, THE GOVER-
NANCE COMMITTEE, AND THE FINANCE COMMITTEE REQUIRED TO BE ESTABLISHED BY
THE  BOARD IN ACCORDANCE WITH SUBDIVISIONS 2, 3 AND 4 OF ARTICLE XV-B OF
THIS SECTION.
  "Meeting" means any gathering, whether corporeal or by means of commu-
nication equipment, which is attended by, or open to,  the  board,  held
with the intent, on the part of the board members present, to discuss or
act as a unit upon the specific public business of the authority. "Meet-
ing"  does  not  mean a gathering (1) attended by less than an effective

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD09602-03-1

S. 5878--A                          2

majority of the board, or (2) attended by or open to all the members  of
three  or  more similar public bodies at a convention or similar gather-
ing.
  [c.]  "Public business" mean matters which relate in any way, directly
or indirectly, to the performance of the functions of the port authority
of New York and New Jersey or the conduct of its business.
  3. The board shall adopt and promulgate appropriate  rules  and  regu-
lations  concerning the right of the public to be present at meetings of
the authority. The board may incorporate in its  rules  and  regulations
conditions  under  which  it  may exclude the public from a meeting or a
portion thereof.
  Any rules or regulations adopted hereunder shall become a part of  the
minutes  of  the  port authority of New York and New Jersey and shall be
subject to the approval of the governor of New Jersey and  the  governor
of New York.
  THE  BOARD  SHALL  MAKE  OR CAUSE TO BE MADE ALL REASONABLE EFFORTS TO
ENSURE THAT MEETINGS ARE HELD IN  FACILITIES  THAT  PERMIT  BARRIER-FREE
PHYSICAL  ACCESS  TO  THE  PHYSICALLY HANDICAPPED. IF AND WHEN THE BOARD
USES VIDEO CONFERENCING OR SIMILAR TECHNOLOGY TO CONDUCT ITS MEETING, IT
SHALL PROVIDE AN OPPORTUNITY FOR  THE  PUBLIC  TO  ATTEND,  LISTEN,  AND
OBSERVE AT ANY SITE AT WHICH A MEMBER PARTICIPATES.
  S  3.  Section 1 of chapter 154 of the laws of 1921, providing for the
establishment of the Port of New York Authority, is  amended  by  adding
five new articles XV-B, XV-C, XV-D, XV-E and XV-F to read as follows:
                              ARTICLE XV-B
  1. THE BOARD SHALL:
  A.  EXECUTE  DIRECT  OVERSIGHT  OF THE AUTHORITY'S CHIEF EXECUTIVE AND
OTHER SENIOR MANAGEMENT IN THE EFFECTIVE AND ETHICAL MANAGEMENT  OF  THE
AUTHORITY;
  B.  UNDERSTAND,  REVIEW, AND MONITOR THE IMPLEMENTATION OF FUNDAMENTAL
FINANCIAL AND MANAGEMENT  CONTROLS  AND  OPERATIONAL  DECISIONS  OF  THE
AUTHORITY;
  C.  ESTABLISH  POLICIES  REGARDING THE PAYMENT OF SALARY AND OVERTIME,
REIMBURSEMENTS, AND OTHER COMPENSATION TO, AND ESTABLISH RULES  FOR  THE
TIME AND ATTENDANCE OF, ALL OFFICERS AND EMPLOYEES OF THE AUTHORITY;
  D.  REQUIRE EACH BOARD MEMBER, AT THE TIME THAT THE BOARD MEMBER TAKES
AND SUBSCRIBES THE OATH OF OFFICE, OR WITHIN 60 DAYS AFTER THE EFFECTIVE
DATE OF THIS ARTICLE IF THE MEMBER HAS ALREADY TAKEN AND SUBSCRIBED  THE
OATH  OF  OFFICE,  TO EXECUTE A STATEMENT, IN SUCH FORM AS THE ATTORNEYS
GENERAL OF NEW YORK AND NEW JERSEY SHALL JOINTLY PRESCRIBE, IN WHICH THE
BOARD MEMBER DECLARES THAT THE MEMBER UNDERSTANDS THE MEMBER'S INDEPEND-
ENCE AND FIDUCIARY DUTIES, INCLUDING THE MEMBER'S DUTY  OF  LOYALTY  AND
CARE TO THE AUTHORITY AND COMMITMENT TO THE AUTHORITY'S MISSION;
  E.  REQUIRE  THAT  A  NEEDS  ASSESSMENT BE CONDUCTED BY AN INDEPENDENT
ENTITY PRIOR TO ANY PROPOSED INCREASE IN FEES, TOLLS, CHARGES, OR FARES;
AND
  F. REQUIRE AN EFFICIENCY STUDY BE CONDUCTED BY AN EFFICIENCY EXPERT ON
AN ANNUAL BASIS TO IDENTIFY ANY WASTE OR ABUSE INVOLVING THE AUTHORITY.
  2. THE BOARD SHALL ESTABLISH AN AUDIT COMMITTEE TO BE COMPRISED OF NOT
LESS THAN THREE BOARD MEMBERS, WHO SHALL CONSTITUTE A  MAJORITY  ON  THE
COMMITTEE,  AND  WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDERTAKE THE
DUTIES AND FUNCTIONS OF THE AUDIT COMMITTEE. THE COMMITTEE SHALL  RECOM-
MEND  TO THE BOARD THE HIRING OF AN INDEPENDENT FIRM OF CERTIFIED PUBLIC
ACCOUNTANTS TO AUDIT THE AUTHORITY, ESTABLISH  THE  COMPENSATION  TO  BE
PAID  TO THE ACCOUNTING FIRM, AND PROVIDE DIRECT OVERSIGHT OF THE ANNUAL
INDEPENDENT FINANCIAL AUDIT PERFORMED BY THE ACCOUNTING FIRM  HIRED  FOR

S. 5878--A                          3

SUCH AUDITING PURPOSES. MEMBERS OF THE AUDIT COMMITTEE SHALL BE FAMILIAR
WITH CORPORATE FINANCIAL AND ACCOUNTING PRACTICES AND SHALL BE OR BECOME
FINANCIALLY  LITERATE  ABOUT  APPLICABLE  FINANCIAL  LAWS,  RULES, REGU-
LATIONS, AND STANDARD INDUSTRY PRACTICES.
  3. THE BOARD SHALL ESTABLISH A GOVERNANCE COMMITTEE TO BE COMPRISED OF
NOT  LESS  THAN  THREE BOARD MEMBERS, WHO SHALL CONSTITUTE A MAJORITY ON
THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS  TO  UNDERTAKE
THE  DUTIES  AND  FUNCTIONS OF THE GOVERNANCE COMMITTEE. IT SHALL BE THE
RESPONSIBILITY OF THE MEMBERS OF THE GOVERNANCE COMMITTEE  TO  KEEP  THE
BOARD INFORMED OF CURRENT BEST GOVERNANCE PRACTICES; TO REVIEW CORPORATE
GOVERNANCE  TRENDS; TO UPDATE THE AUTHORITY'S CORPORATE GOVERNANCE PRIN-
CIPLES; TO ADVISE APPOINTING AUTHORITIES ON THE  SKILLS  AND  EXPERIENCE
REQUIRED  OF POTENTIAL BOARD MEMBERS; TO EXAMINE ETHICAL AND CONFLICT OF
INTEREST ISSUES; TO PERFORM BOARD SELF-EVALUATIONS; TO INVESTIGATE  TERM
LIMITS,  REAPPOINTMENTS  AND  BOARD RESPONSIBILITIES; TO DEVELOP BY-LAWS
WHICH INCLUDE RULES AND PROCEDURES FOR CONDUCT OF BOARD BUSINESS; AND TO
MAKE RECOMMENDATIONS FOR NEW COMMISSIONERS.
  4. THE BOARD SHALL ESTABLISH A FINANCE COMMITTEE TO  BE  COMPRISED  OF
NOT  LESS  THAN  THREE BOARD MEMBERS, WHO SHALL CONSTITUTE A MAJORITY ON
THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS  TO  UNDERTAKE
THE  DUTIES AND FUNCTIONS OF THE COMMITTEE. IT SHALL BE THE RESPONSIBIL-
ITY OF THE MEMBERS OF THE FINANCE COMMITTEE TO OVERSEE AND  APPROVE  THE
ISSUANCE OF DEBT THAT THE AUTHORITY OR SUBSIDIARY COMMISSIONS ISSUE.
                              ARTICLE XV-C
  THE  AUTHORITY  SHALL  SUBMIT  TO  THE  GOVERNORS  OF NEW YORK AND NEW
JERSEY, THE TEMPORARY PRESIDENT AND MINORITY LEADER OF  THE  SENATE  AND
THE  SPEAKER  AND  MINORITY  LEADER  OF THE ASSEMBLY OF THE STATE OF NEW
YORK, THE PRESIDENT AND MINORITY LEADER OF THE SENATE  AND  THE  SPEAKER
AND  MINORITY LEADER OF THE GENERAL ASSEMBLY OF THE STATE OF NEW JERSEY,
THE NEW YORK STATE COMPTROLLER, AND THE STATE TREASURER  OF  NEW  JERSEY
WITHIN  90 DAYS AFTER THE END OF THE AUTHORITY'S FISCAL YEAR, A COMPLETE
AND DETAILED REPORT OR REPORTS SETTING FORTH:
  1. THE AUTHORITY'S OPERATIONS AND ACCOMPLISHMENTS;
  2. FINANCIAL REPORTS CERTIFIED BY THE  CHAIR  AND  VICE-CHAIR  OF  THE
BOARD,  AND  THE EXECUTIVE DIRECTOR, DEPUTY EXECUTIVE DIRECTOR AND CHIEF
FINANCIAL OFFICER OF THE AUTHORITY, INCLUDING (A) AUDITED FINANCIALS  IN
ACCORDANCE  WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND THE
ACCOUNTING STANDARDS ISSUED BY  THE  GOVERNMENTAL  ACCOUNTING  STANDARDS
BOARD  (GASB),  (B) GRANT AND SUBSIDY PROGRAMS, (C) OPERATING AND FINAN-
CIAL RISKS, (D) CURRENT RATINGS AND NOTICE OF CHANGES, AND (E) LONG-TERM
LIABILITIES, INCLUDING LEASES AND EMPLOYEE BENEFIT PLANS;
  3. THE AUTHORITY'S MISSION STATEMENT;
  4. A SCHEDULE OF THE AUTHORITY'S BONDS AND NOTES  OUTSTANDING  AT  THE
END  OF  THE  AUTHORITY'S  FISCAL YEAR, TOGETHER WITH A STATEMENT OF THE
AMOUNTS REDEEMED AND INCURRED DURING SUCH FISCAL YEAR AS PART OF A SCHE-
DULE OF DEBT ISSUANCE THAT INCLUDES THE DATE OF ISSUANCE, TERM,  AMOUNT,
INTEREST  RATE  AND  MEANS OF REPAYMENT. ADDITIONALLY, THE DEBT SCHEDULE
SHALL ALSO INCLUDE ALL REFINANCINGS, CALLS, REFUNDINGS, DEFEASEMENTS AND
INTEREST RATE EXCHANGES OR OTHER  SUCH  AGREEMENTS,  AND  FOR  ANY  DEBT
ISSUED  DURING  THE  REPORTING  YEAR,  THE SCHEDULE SHALL ALSO INCLUDE A
DETAILED LIST OF COSTS OF ISSUANCE FOR SUCH DEBT;
  5. BIOGRAPHICAL INFORMATION AND  TITLE  OF  COMMISSIONERS  AND  SENIOR
MANAGEMENT,  INCLUDING  COMPENSATION  AND BENEFITS PAID TO COMMISSIONERS
AND TO SENIOR STAFF IN ANY AMOUNT;
  6. THE PROJECTS UNDERTAKEN BY THE AUTHORITY DURING THE PAST YEAR;
  7. THE AUTHORITY'S CODE OF ETHICS;

S. 5878--A                          4

  8. AN ASSESSMENT OF THE  EFFECTIVENESS  OF  THE  AUTHORITY'S  INTERNAL
CONTROL STRUCTURE AND PROCEDURES;
  9.  A  DESCRIPTION OF THE AUTHORITY AND ITS BOARD STRUCTURE, INCLUDING
(A) NAMES OF COMMITTEES AND COMMITTEE MEMBERS, (B) LISTS OF BOARD  MEET-
INGS  AND  ATTENDANCE,  (C)  DESCRIPTIONS  OF MAJOR AUTHORITY UNITS, AND
SUBSIDIARIES, AND (D) NUMBER OF EMPLOYEES;
  10. THE AUTHORITY'S CHARTER AND BY-LAWS;
  11. A LISTING OF MATERIAL CHANGES IN OPERATIONS AND PROGRAMS;
  12. AT A MINIMUM A FOUR-YEAR FINANCIAL PLAN, INCLUDING (A)  A  CURRENT
AND  PROJECTED  CAPITAL  BUDGET,  AND  (B)  AN  OPERATING BUDGET REPORT,
INCLUDING AN ACTUAL VERSUS ESTIMATED BUDGET, WITH AN ANALYSIS AND  MEAS-
UREMENT OF FINANCIAL AND OPERATING PERFORMANCE;
  13. THE AUTHORITY'S BOARD PERFORMANCE EVALUATIONS; AND
  14.  A DESCRIPTION OF ANY PENDING LITIGATION IN WHICH THE AUTHORITY IS
INVOLVED AS A PARTY AND RELATED EXPENSES THERETO.
  THE AUTHORITY SHALL MAKE ACCESSIBLE TO THE PUBLIC, VIA ITS OFFICIAL OR
SHARED INTERNET WEB  SITE,  DOCUMENTATION  PERTAINING  TO  ITS  MISSION,
CURRENT  ACTIVITIES,  MOST RECENT ANNUAL FINANCIAL REPORTS, CURRENT YEAR
BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT.
                              ARTICLE XV-D
  1. A. NOT LESS THAN 30 DAYS PRIOR TO ADOPTION BY THE AUTHORITY OF  ANY
INCREASE  IN ANY FEE, TOLL, CHARGE, OR FARE FOR THE USE OF THE TRANSPOR-
TATION FACILITIES OF THE AUTHORITY, OR NOT LESS THAN 15  DAYS  PRIOR  TO
ADOPTION  BY  THE  AUTHORITY  OF AN AMENDMENT TO THE PROPOSED FEE, TOLL,
CHARGE, OR FARE INCREASE, THE BOARD SHALL CONDUCT  AT  LEAST  10  PUBLIC
HEARINGS.
  B.  NOT  LESS THAN ONE PUBLIC HEARING REQUIRED PURSUANT TO PARAGRAPH A
OF THIS SUBDIVISION SHALL BE CONDUCTED IN EACH COUNTY IN  NEW  YORK  AND
NEW  JERSEY DIRECTLY AFFECTED BY THE PROPOSED FEE, TOLL, CHARGE, OR FARE
INCREASE, AS DETERMINED BY THE BOARD  IN  CONSULTATION  WITH  LOCAL  AND
STATE OFFICIALS.
  2.  EACH  PUBLIC HEARING SHALL BE ATTENDED BY ALL OF THE COMMISSIONERS
OF THE AUTHORITY THEN IN OFFICE AT THE TIME OF THE HEARING AND  NO  MORE
THAN ONE PUBLIC HEARING SHALL BE HELD IN A SINGLE DAY.
  3.  AT  LEAST  ONE-HALF  OF  THE PUBLIC HEARINGS SHALL BE SCHEDULED TO
BEGIN AFTER 6LABOR P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
                              ARTICLE XV-E
  1. AT EACH MEETING OF THE BOARD AND AT EACH MEETING OF EACH COMMITTEE,
THE PUBLIC SHALL BE ALLOTTED A PERIOD OF TIME, NOT LESS THAN 30 MINUTES,
TO SPEAK ON ANY TOPIC ON THE AGENDA.  THE PUBLIC SPEAKING  PERIOD  SHALL
TAKE PLACE PRIOR TO ANY BOARD OR COMMITTEE ACTION.
  2.  THE  AUTHORITY  SHALL MAKE AVAILABLE TO THE PUBLIC MEETING AGENDAS
AND PUBLIC DOCUMENTS PROVIDED TO THE BOARD  AT  LEAST  5  BUSINESS  DAYS
BEFORE  EACH  MEETING  OF  THE BOARD AND EACH MEETING OF EACH COMMITTEE.
PUBLIC NOTICE OF THE TIME AND PLACE OF A MEETING SHALL  BE  PROVIDED  TO
APPROPRIATE  MEDIA OUTLETS, SHALL BE CONSPICUOUSLY POSTED IN ONE OR MORE
DESIGNATED AREAS AT LEAST 72 HOURS BEFORE SUCH  MEETING,  AND  SHALL  BE
CONSPICUOUSLY  POSTED  VIA  THE AUTHORITY'S OFFICIAL INTERNET WEBSITE AT
LEAST 5 BUSINESS DAYS BEFORE THE MEETING.
  THE AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC SUCH DOCUMENTS IN THE
FOLLOWING MANNER: (A) THE AGENDA AND PUBLIC DOCUMENTS  PERTAINING  TO  A
BOARD  OR  COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC INSPECTION AT
AN OFFICE OF THE AUTHORITY; AND (B)  THE  AGENDA  AND  PUBLIC  DOCUMENTS
PERTAINING  TO  A  BOARD  OR  COMMITTEE  MEETING  SHALL BE POSTED ON THE
AUTHORITY'S OFFICIAL INTERNET WEBSITE. IN ADDITION, THE AUTHORITY  SHALL
SEND  VIA ELECTRONIC MAIL, THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO

S. 5878--A                          5

A BOARD OR COMMITTEE MEETING TO EACH MEMBER OF THE NEW YORK  LEGISLATURE
AND THE NEW JERSEY LEGISLATURE.
  3.  MINUTES  SHALL BE TAKEN AT ALL OPEN MEETINGS OF THE AUTHORITY. THE
MINUTES SHALL CONSIST OF A RECORD OR SUMMARY OF ALL MOTIONS,  PROPOSALS,
RESOLUTIONS, AND ANY OTHER MATTER FORMALLY VOTED UPON AND THE VOTE THER-
EON.  MINUTES SHALL BE TAKEN AT EXECUTIVE SESSIONS OF ANY ACTION THAT IS
TAKEN BY FORMAL VOTE AND SHALL CONSIST OF A RECORD  OR  SUMMARY  OF  THE
FINAL  DETERMINATION  OF  SUCH  ACTION,  AND THE VOTE THEREON; PROVIDED,
HOWEVER, THAT SUCH SUMMARY NEED NOT INCLUDE  ANY  MATTER  WHICH  IS  NOT
REQUIRED  TO  BE MADE PUBLIC BY EITHER NEW YORK'S FREEDOM OF INFORMATION
LAW OR NEW JERSEY'S OPEN PUBLIC RECORDS ACT, P.L. 1963, C. 73 (C.47:1A-1
ET SEQ.). MINUTES OF EACH MEETING SHALL BE AVAILABLE TO THE PUBLIC WITH-
IN 2 WEEKS FROM THE DATE OF SUCH MEETING.
                              ARTICLE XV-F
  NOT MORE THAN 90 DAYS PRIOR TO THE IMPLEMENTATION OF A  TOLL  INCREASE
ADOPTED  BY  THE  AUTHORITY PRIOR TO THE EFFECTIVE DATE OF THIS ARTICLE,
THE BOARD SHALL CONDUCT AT  LEAST  10  PUBLIC  HEARINGS  CONCERNING  THE
ADOPTED  TOLL INCREASE IN THE MANNER PRESCRIBED PURSUANT TO ARTICLE XV-D
OF THIS SECTION.
  S 4. This act shall take effect upon the enactment  into  law  by  the
state  of New Jersey of legislation having an identical effect with this
act, but if the state of New Jersey  shall  have  already  enacted  such
legislation,  this  act shall take effect immediately; provided that the
board of commissioners of the port authority of New York and New  Jersey
shall  notify  the  legislative bill drafting commission upon the occur-
rence of the enactment of the legislation provided for in  sections  two
and three of this act in order that the commission may maintain an accu-
rate  and timely effective data base of the official text of the laws of
the state of New York in furtherance of effectuating the  provisions  of
section  44  of the legislative law and section 70-b of the public offi-
cers law.

Co-Sponsors

view additional co-sponsors

S5878B - Bill Details

See Assembly Version of this Bill:
A8677B
Current Committee:
Law Section:
Port Authority of New York and New Jersey
Laws Affected:
Amd §1 Art XV-A, add Arts XV-B - XV-F, Chap 154 of 1921

S5878B - Bill Texts

view summary

Enacts the "Port Authority of New York and New Jersey Transparency and Accountability Act".

view sponsor memo
BILL NUMBER:S5878B

TITLE OF BILL:
An act to amend chapter 154 of the laws of 1921, providing for the
establishment of the Port of New York Authority, in relation to enacting
the "Port Authority of New York and New Jersey Transparency and Account-
ability Act"

PURPOSE:
To enact the "Port Authority of New York and New Jersey Transparency and
Accountability Act".

SUMMARY OF SPECIFIC PROVISIONS:
1. Requires for an independent auditing of the Port Authority.
2. Requires specific requirements for open public meetings and
publication of minutes of meetings of the Board of Commissioners.
3. Establishes specific requirements for public hearings to be
held in the port district of New York and New Jersey to discuss
any proposed fee, toll, charge, or fare increase.
4. Establishes an Audit, Finance and Governance Committees.
5. Requires financial disclosures and training for Commissioners.
6. Certification by the Chairman, Vice-Chairman of the Board of
Commissioners of the Port Authority and the Executive Director,
Deputy Executive Director, and the Chief Financial Officer of the
Port Authority.
7. Creation of a fiduciary responsibility for Commissioners.

JUSTIFICATION:
This bill enacts certain reforms to ensure the proper functioning of
the Port Authority of New York and New Jersey as an open,
transparent and accountable interstate authority.
The Port Authority's operations include Newark, LaGuardia and Kennedy
airports; the Port of New York and New Jersey, which is the
leading maritime cargo port on the east coast of North America;
PATH mass transit system; the World Trade Center; and numerous
bridges and tunnels, including the George Washington Bridge and the
Lincoln and Holland Tunnels.

The measures contained in this legislation will bring accountability
and transparency to the Port Authority. It will also allow the
public and government officials to have
confidence that the Authority is committed to its mission in a
responsible and fiscally sound manner.

LEGISLATIVE HISTORY:
New bill.

FISCAL IMPLICATIONS:
None to the states of New York and New Jersey.

EFFECTIVE DATE:

This act shall take effect upon the enactment into law by the state of
New Jersey of legislation having an identical effect with this act,
but if the state of New Jersey shall have already enacted such
legislation, this act shall take effect immediately; provided that
the chairman of the port authority of New York and New Jersey shall
notify the legislative bill drafting commission upon the occurrence
of the enactment of the legislation provided for in section on e of
this act in order that the commission may maintain an accurate and
timely effective data base of the official text of the laws of the
state of New York in furtherance of effectuating the provisions of
section 44 of the legislative law and section 7o-b of the public
officers law.

view full text
download pdf
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 5878--B
    Cal. No. 195

                       2011-2012 Regular Sessions

                            I N  S E N A T E

                            September 2, 2011
                               ___________

Introduced  by Sens. LANZA, FUSCHILLO, FLANAGAN, GOLDEN, MARTINS, SAVINO
  -- read twice and ordered printed, and when printed to be committed to
  the Committee on Rules --  recommitted  to  the  Committee  on  Corpo-
  rations, Authorities and Commissions in accordance with Senate Rule 6,
  sec.  8  --  committee  discharged, bill amended, ordered reprinted as
  amended and recommitted to said committee -- reported  favorably  from
  said committee, ordered to first and second report, ordered to a third
  reading,  amended  and  ordered  reprinted, retaining its place in the
  order of third reading

AN ACT to amend chapter 154 of the  laws  of  1921,  providing  for  the
  establishment of the Port of New York Authority, in relation to enact-
  ing  the  "Port  Authority of New York and New Jersey Transparency and
  Accountability Act"

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Short title.  This act shall be known and may be cited as
the "Port Authority of New York and New Jersey Transparency and Account-
ability Act".
  S 2. Subdivisions 2 and 3 of article XV-A of section 1 of chapter  154
of  the laws of 1921, providing for the establishment of the Port of New
York Authority, as added by chapter 275 of the laws of 1992, are amended
to read as follows:
  2. As used in this act:
  [a.] "Board" means the board of commissioners of the Port Authority of
New York and New Jersey.
  [b.] "COMMITTEE" OR "COMMITTEES" MEANS THE AUDIT COMMITTEE, THE GOVER-
NANCE COMMITTEE, AND THE FINANCE COMMITTEE REQUIRED TO BE ESTABLISHED BY
THE BOARD IN ACCORDANCE WITH SUBDIVISIONS 2, 3 AND 4 OF ARTICLE XV-B  OF
THIS SECTION.
  "Meeting" means any gathering, whether corporeal or by means of commu-
nication  equipment,  which  is attended by, or open to, the board, held

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD09602-05-2

S. 5878--B                          2

with the intent, on the part of the board members present, to discuss or
act as a unit upon the specific public business of the authority. "Meet-
ing" does not mean a gathering (1) attended by less  than  an  effective
majority  of the board, or (2) attended by or open to all the members of
three or more similar public bodies at a convention or  similar  gather-
ing.
  [c.]  "Public business" mean matters which relate in any way, directly
or indirectly, to the performance of the functions of the port authority
of New York and New Jersey or the conduct of its business.
  3. The board shall adopt and promulgate appropriate  rules  and  regu-
lations  concerning the right of the public to be present at meetings of
the authority. The board may incorporate in its  rules  and  regulations
conditions  under  which  it  may exclude the public from a meeting or a
portion thereof.
  Any rules or regulations adopted hereunder shall become a part of  the
minutes  of  the  port authority of New York and New Jersey and shall be
subject to the approval of the governor of New Jersey and  the  governor
of New York.
  THE  BOARD  SHALL  MAKE  OR CAUSE TO BE MADE ALL REASONABLE EFFORTS TO
ENSURE THAT MEETINGS ARE HELD IN  FACILITIES  THAT  PERMIT  BARRIER-FREE
PHYSICAL  ACCESS  TO  THE  PHYSICALLY HANDICAPPED. IF AND WHEN THE BOARD
USES VIDEO CONFERENCING OR SIMILAR TECHNOLOGY TO CONDUCT ITS MEETING, IT
SHALL PROVIDE AN OPPORTUNITY FOR  THE  PUBLIC  TO  ATTEND,  LISTEN,  AND
OBSERVE AT ANY SITE AT WHICH A MEMBER PARTICIPATES.
  S  3.  Section 1 of chapter 154 of the laws of 1921, providing for the
establishment of the Port of New York Authority, is  amended  by  adding
five new articles XV-B, XV-C, XV-D, XV-E and XV-F to read as follows:
                              ARTICLE XV-B
  1. THE BOARD SHALL:
  A.  EXECUTE  DIRECT  OVERSIGHT  OF THE AUTHORITY'S CHIEF EXECUTIVE AND
OTHER SENIOR MANAGEMENT IN THE EFFECTIVE AND ETHICAL MANAGEMENT  OF  THE
AUTHORITY;
  B.  UNDERSTAND,  REVIEW, AND MONITOR THE IMPLEMENTATION OF FUNDAMENTAL
FINANCIAL AND MANAGEMENT  CONTROLS  AND  OPERATIONAL  DECISIONS  OF  THE
AUTHORITY;
  C.  ESTABLISH  POLICIES  REGARDING THE PAYMENT OF SALARY AND OVERTIME,
REIMBURSEMENTS, AND OTHER COMPENSATION TO, AND ESTABLISH RULES  FOR  THE
TIME AND ATTENDANCE OF, ALL OFFICERS AND EMPLOYEES OF THE AUTHORITY;
  D.  REQUIRE EACH BOARD MEMBER, AT THE TIME THAT THE BOARD MEMBER TAKES
AND SUBSCRIBES THE OATH OF OFFICE, OR WITHIN 60 DAYS AFTER THE EFFECTIVE
DATE OF THIS ARTICLE IF THE MEMBER HAS ALREADY TAKEN AND SUBSCRIBED  THE
OATH  OF  OFFICE,  TO EXECUTE A STATEMENT, IN SUCH FORM AS THE ATTORNEYS
GENERAL OF NEW YORK AND NEW JERSEY SHALL JOINTLY PRESCRIBE, IN WHICH THE
BOARD MEMBER DECLARES THAT THE MEMBER UNDERSTANDS THE MEMBER'S INDEPEND-
ENCE AND FIDUCIARY DUTIES, INCLUDING THE MEMBER'S DUTY  OF  LOYALTY  AND
CARE TO THE AUTHORITY AND COMMITMENT TO THE AUTHORITY'S MISSION;
  E.  REQUIRE  THAT  A  NEEDS  ASSESSMENT BE CONDUCTED BY AN INDEPENDENT
ENTITY PRIOR TO ANY PROPOSED INCREASE IN FEES, TOLLS, CHARGES, OR FARES;
AND
  F. REQUIRE AN EFFICIENCY STUDY BE CONDUCTED BY AN EFFICIENCY EXPERT ON
AN ANNUAL BASIS TO IDENTIFY ANY WASTE OR ABUSE INVOLVING THE AUTHORITY.
  2. THE BOARD SHALL ESTABLISH AN AUDIT COMMITTEE TO BE COMPRISED OF NOT
LESS THAN THREE BOARD MEMBERS, WHO SHALL CONSTITUTE A  MAJORITY  ON  THE
COMMITTEE,  AND  WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDERTAKE THE
DUTIES AND FUNCTIONS OF THE AUDIT COMMITTEE. THE COMMITTEE SHALL  RECOM-
MEND  TO THE BOARD THE HIRING OF AN INDEPENDENT FIRM OF CERTIFIED PUBLIC

S. 5878--B                          3

ACCOUNTANTS TO AUDIT THE AUTHORITY, ESTABLISH  THE  COMPENSATION  TO  BE
PAID  TO THE ACCOUNTING FIRM, AND PROVIDE DIRECT OVERSIGHT OF THE ANNUAL
INDEPENDENT FINANCIAL AUDIT PERFORMED BY THE ACCOUNTING FIRM  HIRED  FOR
SUCH AUDITING PURPOSES. MEMBERS OF THE AUDIT COMMITTEE SHALL BE FAMILIAR
WITH CORPORATE FINANCIAL AND ACCOUNTING PRACTICES AND SHALL BE OR BECOME
FINANCIALLY  LITERATE  ABOUT  APPLICABLE  FINANCIAL  LAWS,  RULES, REGU-
LATIONS, AND STANDARD INDUSTRY PRACTICES.
  3. THE BOARD SHALL ESTABLISH A GOVERNANCE COMMITTEE TO BE COMPRISED OF
NOT LESS THAN THREE BOARD MEMBERS, WHO SHALL CONSTITUTE  A  MAJORITY  ON
THE  COMMITTEE,  AND WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDERTAKE
THE DUTIES AND FUNCTIONS OF THE GOVERNANCE COMMITTEE. IT  SHALL  BE  THE
RESPONSIBILITY  OF  THE  MEMBERS OF THE GOVERNANCE COMMITTEE TO KEEP THE
BOARD INFORMED OF CURRENT BEST GOVERNANCE PRACTICES; TO REVIEW CORPORATE
GOVERNANCE TRENDS; TO UPDATE THE AUTHORITY'S CORPORATE GOVERNANCE  PRIN-
CIPLES;  TO  ADVISE  APPOINTING AUTHORITIES ON THE SKILLS AND EXPERIENCE
REQUIRED OF POTENTIAL BOARD MEMBERS; TO EXAMINE ETHICAL AND CONFLICT  OF
INTEREST  ISSUES; TO PERFORM BOARD SELF-EVALUATIONS; TO INVESTIGATE TERM
LIMITS, REAPPOINTMENTS AND BOARD RESPONSIBILITIES;  TO  DEVELOP  BY-LAWS
WHICH INCLUDE RULES AND PROCEDURES FOR CONDUCT OF BOARD BUSINESS; AND TO
MAKE RECOMMENDATIONS FOR NEW COMMISSIONERS.
  4.  THE  BOARD  SHALL ESTABLISH A FINANCE COMMITTEE TO BE COMPRISED OF
NOT LESS THAN THREE BOARD MEMBERS, WHO SHALL CONSTITUTE  A  MAJORITY  ON
THE  COMMITTEE,  AND WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDERTAKE
THE DUTIES AND FUNCTIONS OF THE COMMITTEE. IT SHALL BE THE  RESPONSIBIL-
ITY  OF  THE MEMBERS OF THE FINANCE COMMITTEE TO OVERSEE AND APPROVE THE
ISSUANCE OF DEBT THAT THE AUTHORITY OR SUBSIDIARY COMMISSIONS ISSUE.
                              ARTICLE XV-C
  THE AUTHORITY SHALL SUBMIT TO  THE  GOVERNORS  OF  NEW  YORK  AND  NEW
JERSEY,  THE  TEMPORARY  PRESIDENT AND MINORITY LEADER OF THE SENATE AND
THE SPEAKER AND MINORITY LEADER OF THE ASSEMBLY  OF  THE  STATE  OF  NEW
YORK,  THE  PRESIDENT  AND MINORITY LEADER OF THE SENATE AND THE SPEAKER
AND MINORITY LEADER OF THE GENERAL ASSEMBLY OF THE STATE OF NEW  JERSEY,
THE  NEW  YORK  STATE COMPTROLLER, AND THE STATE TREASURER OF NEW JERSEY
WITHIN 90 DAYS AFTER THE END OF THE AUTHORITY'S FISCAL YEAR, A  COMPLETE
AND DETAILED REPORT OR REPORTS SETTING FORTH:
  1. THE AUTHORITY'S OPERATIONS AND ACCOMPLISHMENTS;
  2.  FINANCIAL  REPORTS  CERTIFIED  BY  THE CHAIR AND VICE-CHAIR OF THE
BOARD, AND THE EXECUTIVE DIRECTOR, DEPUTY EXECUTIVE DIRECTOR  AND  CHIEF
FINANCIAL  OFFICER OF THE AUTHORITY, INCLUDING (A) AUDITED FINANCIALS IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND  THE
ACCOUNTING  STANDARDS  ISSUED  BY  THE GOVERNMENTAL ACCOUNTING STANDARDS
BOARD (GASB), (B) GRANT AND SUBSIDY PROGRAMS, (C) OPERATING  AND  FINAN-
CIAL RISKS, (D) CURRENT RATINGS AND NOTICE OF CHANGES, AND (E) LONG-TERM
LIABILITIES, INCLUDING LEASES AND EMPLOYEE BENEFIT PLANS;
  3. THE AUTHORITY'S MISSION STATEMENT;
  4.  A  SCHEDULE  OF THE AUTHORITY'S BONDS AND NOTES OUTSTANDING AT THE
END OF THE AUTHORITY'S FISCAL YEAR, TOGETHER WITH  A  STATEMENT  OF  THE
AMOUNTS REDEEMED AND INCURRED DURING SUCH FISCAL YEAR AS PART OF A SCHE-
DULE  OF DEBT ISSUANCE THAT INCLUDES THE DATE OF ISSUANCE, TERM, AMOUNT,
INTEREST RATE AND MEANS OF REPAYMENT. ADDITIONALLY,  THE  DEBT  SCHEDULE
SHALL ALSO INCLUDE ALL REFINANCINGS, CALLS, REFUNDINGS, DEFEASEMENTS AND
INTEREST  RATE  EXCHANGES  OR  OTHER  SUCH  AGREEMENTS, AND FOR ANY DEBT
ISSUED DURING THE REPORTING YEAR, THE  SCHEDULE  SHALL  ALSO  INCLUDE  A
DETAILED LIST OF COSTS OF ISSUANCE FOR SUCH DEBT;

S. 5878--B                          4

  5.  BIOGRAPHICAL  INFORMATION  AND  TITLE  OF COMMISSIONERS AND SENIOR
MANAGEMENT, INCLUDING COMPENSATION AND BENEFITS  PAID  TO  COMMISSIONERS
AND TO SENIOR STAFF IN ANY AMOUNT;
  6. THE PROJECTS UNDERTAKEN BY THE AUTHORITY DURING THE PAST YEAR;
  7. THE AUTHORITY'S CODE OF ETHICS;
  8.  AN  ASSESSMENT  OF  THE  EFFECTIVENESS OF THE AUTHORITY'S INTERNAL
CONTROL STRUCTURE AND PROCEDURES;
  9. A DESCRIPTION OF THE AUTHORITY AND ITS BOARD  STRUCTURE,  INCLUDING
(A)  NAMES OF COMMITTEES AND COMMITTEE MEMBERS, (B) LISTS OF BOARD MEET-
INGS AND ATTENDANCE, (C) DESCRIPTIONS  OF  MAJOR  AUTHORITY  UNITS,  AND
SUBSIDIARIES, AND (D) NUMBER OF EMPLOYEES;
  10. THE AUTHORITY'S CHARTER AND BY-LAWS;
  11. A LISTING OF MATERIAL CHANGES IN OPERATIONS AND PROGRAMS;
  12.  AT  A MINIMUM A FOUR-YEAR FINANCIAL PLAN, INCLUDING (A) A CURRENT
AND PROJECTED CAPITAL  BUDGET,  AND  (B)  AN  OPERATING  BUDGET  REPORT,
INCLUDING  AN ACTUAL VERSUS ESTIMATED BUDGET, WITH AN ANALYSIS AND MEAS-
UREMENT OF FINANCIAL AND OPERATING PERFORMANCE;
  13. THE AUTHORITY'S BOARD PERFORMANCE EVALUATIONS; AND
  14. A DESCRIPTION OF ANY PENDING LITIGATION IN WHICH THE AUTHORITY  IS
INVOLVED AS A PARTY AND RELATED EXPENSES THERETO.
  THE AUTHORITY SHALL MAKE ACCESSIBLE TO THE PUBLIC, VIA ITS OFFICIAL OR
SHARED  INTERNET  WEB  SITE,  DOCUMENTATION  PERTAINING  TO ITS MISSION,
CURRENT ACTIVITIES, MOST RECENT ANNUAL FINANCIAL REPORTS,  CURRENT  YEAR
BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT.
                              ARTICLE XV-D
  1.  A. NOT LESS THAN 30 DAYS PRIOR TO ADOPTION BY THE AUTHORITY OF ANY
INCREASE IN ANY FEE, TOLL, CHARGE, OR FARE FOR THE USE OF THE  TRANSPOR-
TATION  FACILITIES  OF  THE AUTHORITY, OR NOT LESS THAN 15 DAYS PRIOR TO
ADOPTION BY THE AUTHORITY OF AN AMENDMENT TO  THE  PROPOSED  FEE,  TOLL,
CHARGE,  OR  FARE  INCREASE,  THE BOARD SHALL CONDUCT AT LEAST 10 PUBLIC
HEARINGS.
  B. NOT LESS THAN ONE PUBLIC HEARING REQUIRED PURSUANT TO  PARAGRAPH  A
OF  THIS  SUBDIVISION  SHALL BE CONDUCTED IN EACH COUNTY IN NEW YORK AND
NEW JERSEY DIRECTLY AFFECTED BY THE PROPOSED FEE, TOLL, CHARGE, OR  FARE
INCREASE,  AS  DETERMINED  BY  THE  BOARD IN CONSULTATION WITH LOCAL AND
STATE OFFICIALS.
  2. EACH PUBLIC HEARING SHALL BE ATTENDED BY ALL OF  THE  COMMISSIONERS
OF  THE  AUTHORITY THEN IN OFFICE AT THE TIME OF THE HEARING AND NO MORE
THAN ONE PUBLIC HEARING SHALL BE HELD IN A SINGLE DAY.
  3. AT LEAST ONE-HALF OF THE PUBLIC  HEARINGS  SHALL  BE  SCHEDULED  TO
BEGIN AFTER 6LABOR P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
                              ARTICLE XV-E
  1. AT EACH MEETING OF THE BOARD AND AT EACH MEETING OF EACH COMMITTEE,
THE PUBLIC SHALL BE ALLOTTED A PERIOD OF TIME, NOT LESS THAN 30 MINUTES,
TO  SPEAK  ON ANY TOPIC ON THE AGENDA.  THE PUBLIC SPEAKING PERIOD SHALL
TAKE PLACE PRIOR TO ANY BOARD OR COMMITTEE ACTION.
  2. THE AUTHORITY SHALL MAKE AVAILABLE TO THE  PUBLIC  MEETING  AGENDAS
AND  PUBLIC  DOCUMENTS  PROVIDED  TO  THE BOARD AT LEAST 5 BUSINESS DAYS
BEFORE EACH MEETING OF THE BOARD AND EACH  MEETING  OF  EACH  COMMITTEE.
PUBLIC  NOTICE  OF  THE TIME AND PLACE OF A MEETING SHALL BE PROVIDED TO
APPROPRIATE MEDIA OUTLETS, SHALL BE CONSPICUOUSLY POSTED IN ONE OR  MORE
DESIGNATED  AREAS  AT  LEAST  72 HOURS BEFORE SUCH MEETING, AND SHALL BE
CONSPICUOUSLY POSTED VIA THE AUTHORITY'S OFFICIAL  INTERNET  WEBSITE  AT
LEAST 5 BUSINESS DAYS BEFORE THE MEETING.
  THE AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC SUCH DOCUMENTS IN THE
FOLLOWING  MANNER:  (A)  THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO A

S. 5878--B                          5

BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC  INSPECTION  AT
AN  OFFICE  OF  THE  AUTHORITY;  AND (B) THE AGENDA AND PUBLIC DOCUMENTS
PERTAINING TO A BOARD OR  COMMITTEE  MEETING  SHALL  BE  POSTED  ON  THE
AUTHORITY'S  OFFICIAL INTERNET WEBSITE. IN ADDITION, THE AUTHORITY SHALL
SEND VIA ELECTRONIC MAIL, THE AGENDA AND PUBLIC DOCUMENTS PERTAINING  TO
A  BOARD OR COMMITTEE MEETING TO EACH MEMBER OF THE NEW YORK LEGISLATURE
AND THE NEW JERSEY LEGISLATURE.
  3. MINUTES SHALL BE TAKEN AT ALL OPEN MEETINGS OF THE  AUTHORITY.  THE
MINUTES  SHALL CONSIST OF A RECORD OR SUMMARY OF ALL MOTIONS, PROPOSALS,
RESOLUTIONS, AND ANY OTHER MATTER FORMALLY VOTED UPON AND THE VOTE THER-
EON. MINUTES SHALL BE TAKEN AT EXECUTIVE SESSIONS OF ANY ACTION THAT  IS
TAKEN  BY  FORMAL  VOTE  AND SHALL CONSIST OF A RECORD OR SUMMARY OF THE
FINAL DETERMINATION OF SUCH ACTION,  AND  THE  VOTE  THEREON;  PROVIDED,
HOWEVER,  THAT  SUCH  SUMMARY  NEED  NOT INCLUDE ANY MATTER WHICH IS NOT
REQUIRED TO BE MADE PUBLIC BY EITHER NEW YORK'S FREEDOM  OF  INFORMATION
LAW OR NEW JERSEY'S OPEN PUBLIC RECORDS ACT, P.L. 1963, C. 73 (C.47:1A-1
ET SEQ.). MINUTES OF EACH MEETING SHALL BE AVAILABLE TO THE PUBLIC WITH-
IN 2 WEEKS FROM THE DATE OF SUCH MEETING.
                              ARTICLE XV-F
  THE  BOARD  SHALL CONDUCT AT LEAST 10 PUBLIC HEARINGS NOT MORE THAN 90
DAYS PRIOR TO THE IMPLEMENTATION OF  A  TOLL  INCREASE  ADOPTED  BY  THE
AUTHORITY  PRIOR  TO  THE  EFFECTIVE  DATE OF THIS ARTICLE IN THE MANNER
PRESCRIBED PURSUANT TO ARTICLE XV-D OF THIS SECTION.
  S 4. This act shall take effect upon the enactment  into  law  by  the
state  of New Jersey of legislation having an identical effect with this
act, but if the state of New Jersey  shall  have  already  enacted  such
legislation,  this  act shall take effect immediately; provided that the
board of commissioners of the port authority of New York and New  Jersey
shall  notify  the  legislative bill drafting commission upon the occur-
rence of the enactment of the legislation provided for in  sections  two
and three of this act in order that the commission may maintain an accu-
rate  and timely effective data base of the official text of the laws of
the state of New York in furtherance of effectuating the  provisions  of
section  44  of the legislative law and section 70-b of the public offi-
cers law.

Co-Sponsors

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S5878C (ACTIVE) - Bill Details

See Assembly Version of this Bill:
A8677B
Current Committee:
Law Section:
Port Authority of New York and New Jersey
Laws Affected:
Amd §1 Art XV-A, add Arts XV-B - XV-F, Chap 154 of 1921

S5878C (ACTIVE) - Bill Texts

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Enacts the "Port Authority of New York and New Jersey Transparency and Accountability Act".

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BILL NUMBER:S5878C

TITLE OF BILL:
An act to amend chapter 154 of the laws of 1921, providing for the
establishment of the Port of New York Authority, in relation to
enacting the "Port Authority of New York and New Jersey Transparency
and Accountability Act"

PURPOSE:
To enact the "Port Authority of New York and New Jersey, in relation
to oversight of such authority.

SUMMARY OF PROVISIONS:
1. Requires for an independent auditing of the Port Authority.
2. Requires specific requirements for open public meetings and
publication of minutes of meetings of the Board of Commissioners.
3. Establishes specific requirements for public hearings to be held
in the port district of
New York and New Jersey to discuss any proposed fee, toll, charge,
or fare increase.
4. Established an Audit, Finance and Governance Committees.
5. Required financial disclosures and training for Commissioners.
6. Certification by the Chairman, Vice-Chairman of the Board
of Commissioners of the Port Authority and the Executive Director,
and the Chief Financial Officer of the Port Authority.
7. Creation of a fiduciary responsibility for Commissioners.

JUSTIFICATION:
This bill enacts certain reforms to ensure the proper functioning of
the Port Authority of New York and New Jersey as an open, transparent
and accountable interstate authority. The Port Authority's operations
include Newark, LaGuardia and Kennedy airports; the Port of New York
and New Jersey, which is the leading maritime cargo port on the east
coast of North America;
PATH mass transit system; the World Trade Center; and numerous bridges
and tunnels, including the George Washington Bridge and the Lincoln
and Holland Tunnels.

The measures contained in this legislation will bring accountability
and transparency to the Port, Authority, It will also allow the
public and government officials to have confidence that the Authority
is committed to its mission in a responsible and fiscally sound manner.

The bill requires the Port Authority's Board of Commissioners to
provide direct oversight of the authority's CEO and senior
management; oversee the implementation of financial and management
controls and operational decisions; establish policies concerning the
compensation of officers and employees; require each board member to
execute statement declaring an understanding of the member's
independence, fiduciary duties and commitment to the Port Authority's
mission; require that a needs assessment be conducted prior to any
fee, toll, charge, or fare increase; require an annual efficiency study
to identify waste or abuse; and establish audit, governance and
finance committees.


The bill also requires the Port Authority to provide within 90 days
of the end of its fiscal year, a complete and detailed report
setting forth: the Port Authority's operations and
accomplishments, certified financial reports, mission statement,
charter and by-laws; a
schedule of outstanding bonds and notes, a statement of the
amounts redeemed and incurred.
during the fiscal year as part of a schedule of debt issuance, and a
detailed list of costs of issuance for such debt; biographical
information and titles of commissioners and senior management,
including compensation and benefits paid to commissioners and to
senior staff in any amount; the projects undertaken during the past
year; the port Authority's code of ethics; an assessment of the
effectiveness of the Port Authority and its board structure; a
listing of material changes in operations and programs; at a minimum,
a four year financial plan; performance evaluations; and a list of
any pending litigation to which the Port Authority is involved as a
party and any related expenses. The documentation pertaining to the
Port Authority's mission, current activities, most recent annual
financial reports and independent audit, and current year budget must
be accessible on its website.

Additionally, the bill requires the board to make all reasonable
efforts to ensure that meetings are held in facilities that permit
barrier-free physical access to the physically handicapped and to
provide an opportunity for the public to attend, listen, and to
observe at any site at which a member participates in a meeting held
using video conferencing.

The bill makes the following requirements for public hearings to be
held prior to the adoption of any increase in any fee, toll, charge
or fare: (1) the Port Authority must hold at least 10 hearings, at
least one of which must be conducted in each county directly affected
by the proposed increase; (2) at least two-thirds of the
commissioners must attend each public hearing; (3) no more than one
public hearing may be held in a single day; and (4) at least half of
the hearings must begin after 6:30 p.m. on a weekday.

Finally, the bill requires that at each meeting of the board and its
committees, the public lie allotted a period of not less than 30
minutes to speak on any topic on the agendas. The Port Authority is
required to make agendas and public documents available to the public
at least 72 hours before a meeting and must publicize the notice of
the time and place of meetings.
Minutes must be taken at all open meetings of the authority which will
be available to the public within two weeks of the date of the meeting.

LEGISLATIVE HISTORY:
2011: S.5878 - Referred to Rules/A.8677 - Referred to Corporations.

FISCAL IMPLICATIONS:
None to the states of New York and New Jersey.

EFFECTIVE DATE:
This act shall take effect upon the enactment into law by the state of
New Jersey of legislation having an identical effect with this act, but
if the state of New Jersey shall have already enacted such


legislation, this act shall take effect immediately; provided that
the chairman of the port authority of New York and New Jersey shall
notify the legislative bill drafting commission upon the occurrence of
the enactment of the legislation provided for in section one of this
act in order that the commission may maintain an accurate and timely
effective data base of the official text of the laws of the state
of New York in furtherance of effectuating the provisions of section
44 of the legislative law and section 70-b of the public officers law.

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                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 5878--C
    Cal. No. 195

                       2011-2012 Regular Sessions

                            I N  S E N A T E

                            September 2, 2011
                               ___________

Introduced  by Sens. LANZA, FUSCHILLO, FLANAGAN, GOLDEN, MARTINS, SAVINO
  -- read twice and ordered printed, and when printed to be committed to
  the Committee on Rules --  recommitted  to  the  Committee  on  Corpo-
  rations, Authorities and Commissions in accordance with Senate Rule 6,
  sec.  8  --  committee  discharged, bill amended, ordered reprinted as
  amended and recommitted to said committee -- reported  favorably  from
  said committee, ordered to first and second report, ordered to a third
  reading,  amended  and  ordered  reprinted, retaining its place in the
  order of third reading -- again amended and ordered reprinted, retain-
  ing its place in the order of third reading

AN ACT to amend chapter 154 of the  laws  of  1921,  providing  for  the
  establishment of the Port of New York Authority, in relation to enact-
  ing  the  "Port  Authority of New York and New Jersey Transparency and
  Accountability Act"

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Short title.  This act shall be known and may be cited as
the "Port Authority of New York and New Jersey Transparency and Account-
ability Act".
  S 2. Subdivisions 2 and 3 of article XV-A of section 1 of chapter  154
of  the laws of 1921, providing for the establishment of the Port of New
York Authority, as added by chapter 275 of the laws of 1992, are amended
to read as follows:
  2. As used in this act:
  [a.] "Board" means the board of commissioners of the Port Authority of
New York and New Jersey.
  [b.] "COMMITTEE" OR "COMMITTEES" MEANS THE AUDIT COMMITTEE, THE GOVER-
NANCE COMMITTEE, AND THE FINANCE COMMITTEE REQUIRED TO BE ESTABLISHED BY
THE BOARD IN ACCORDANCE WITH SUBDIVISIONS 2, 3 AND 4 OF ARTICLE XV-B  OF
THIS SECTION.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD09602-07-2

S. 5878--C                          2

  "Meeting" means any gathering, whether corporeal or by means of commu-
nication  equipment,  which  is attended by, or open to, the board, held
with the intent, on the part of the board members present, to discuss or
act as a unit upon the specific public business of the authority. "Meet-
ing"  does  not  mean a gathering (1) attended by less than an effective
majority of the board, or (2) attended by or open to all the members  of
three  or  more similar public bodies at a convention or similar gather-
ing.
  [c.] "Public business" mean matters which relate in any way,  directly
or indirectly, to the performance of the functions of the port authority
of New York and New Jersey or the conduct of its business.
  3.  The  board  shall adopt and promulgate appropriate rules and regu-
lations concerning the right of the public to be present at meetings  of
the  authority.  The  board may incorporate in its rules and regulations
conditions under which it may exclude the public from  a  meeting  or  a
portion thereof.
  Any  rules or regulations adopted hereunder shall become a part of the
minutes of the port authority of New York and New Jersey  and  shall  be
subject  to  the approval of the governor of New Jersey and the governor
of New York.
  THE BOARD SHALL MAKE OR CAUSE TO BE MADE  ALL  REASONABLE  EFFORTS  TO
ENSURE  THAT  MEETINGS  ARE  HELD IN FACILITIES THAT PERMIT BARRIER-FREE
PHYSICAL ACCESS TO THE PHYSICALLY HANDICAPPED. IF  AND  WHEN  THE  BOARD
USES VIDEO CONFERENCING OR SIMILAR TECHNOLOGY TO CONDUCT ITS MEETING, IT
SHALL  PROVIDE  AN  OPPORTUNITY  FOR  THE  PUBLIC TO ATTEND, LISTEN, AND
OBSERVE AT ANY SITE AT WHICH A MEMBER PARTICIPATES.
  S 3. Section 1 of chapter 154 of the laws of 1921, providing  for  the
establishment  of  the  Port of New York Authority, is amended by adding
five new articles XV-B, XV-C, XV-D, XV-E and XV-F to read as follows:
                              ARTICLE XV-B
  1. THE BOARD SHALL:
  A. EXECUTE DIRECT OVERSIGHT OF THE  AUTHORITY'S  CHIEF  EXECUTIVE  AND
OTHER  SENIOR  MANAGEMENT IN THE EFFECTIVE AND ETHICAL MANAGEMENT OF THE
AUTHORITY;
  B. UNDERSTAND, REVIEW, AND MONITOR THE IMPLEMENTATION  OF  FUNDAMENTAL
FINANCIAL  AND  MANAGEMENT  CONTROLS  AND  OPERATIONAL  DECISIONS OF THE
AUTHORITY;
  C. ESTABLISH POLICIES REGARDING THE PAYMENT OF  SALARY  AND  OVERTIME,
REIMBURSEMENTS,  AND  OTHER COMPENSATION TO, AND ESTABLISH RULES FOR THE
TIME AND ATTENDANCE OF, ALL OFFICERS AND EMPLOYEES OF THE AUTHORITY;
  D. REQUIRE EACH BOARD MEMBER, AT THE TIME THAT THE BOARD MEMBER  TAKES
AND SUBSCRIBES THE OATH OF OFFICE, OR WITHIN 60 DAYS AFTER THE EFFECTIVE
DATE  OF THIS ARTICLE IF THE MEMBER HAS ALREADY TAKEN AND SUBSCRIBED THE
OATH OF OFFICE, TO EXECUTE A STATEMENT, IN SUCH FORM  AS  THE  ATTORNEYS
GENERAL OF NEW YORK AND NEW JERSEY SHALL JOINTLY PRESCRIBE, IN WHICH THE
BOARD MEMBER DECLARES THAT THE MEMBER UNDERSTANDS THE MEMBER'S INDEPEND-
ENCE  AND  FIDUCIARY  DUTIES, INCLUDING THE MEMBER'S DUTY OF LOYALTY AND
CARE TO THE AUTHORITY AND COMMITMENT TO THE AUTHORITY'S MISSION;
  E. REQUIRE THAT A NEEDS ASSESSMENT  BE  CONDUCTED  BY  AN  INDEPENDENT
ENTITY PRIOR TO ANY PROPOSED INCREASE IN FEES, TOLLS, CHARGES, OR FARES;
AND
  F. REQUIRE AN EFFICIENCY STUDY BE CONDUCTED BY AN EFFICIENCY EXPERT ON
AN ANNUAL BASIS TO IDENTIFY ANY WASTE OR ABUSE INVOLVING THE AUTHORITY.
  2. THE BOARD SHALL ESTABLISH AN AUDIT COMMITTEE TO BE COMPRISED OF NOT
LESS  THAN  THREE  BOARD MEMBERS, WHO SHALL CONSTITUTE A MAJORITY ON THE
COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS TO  UNDERTAKE  THE

S. 5878--C                          3

DUTIES  AND FUNCTIONS OF THE AUDIT COMMITTEE. THE COMMITTEE SHALL RECOM-
MEND TO THE BOARD THE HIRING OF AN INDEPENDENT FIRM OF CERTIFIED  PUBLIC
ACCOUNTANTS  TO  AUDIT  THE  AUTHORITY, ESTABLISH THE COMPENSATION TO BE
PAID  TO THE ACCOUNTING FIRM, AND PROVIDE DIRECT OVERSIGHT OF THE ANNUAL
INDEPENDENT FINANCIAL AUDIT PERFORMED BY THE ACCOUNTING FIRM  HIRED  FOR
SUCH AUDITING PURPOSES. MEMBERS OF THE AUDIT COMMITTEE SHALL BE FAMILIAR
WITH CORPORATE FINANCIAL AND ACCOUNTING PRACTICES AND SHALL BE OR BECOME
FINANCIALLY  LITERATE  ABOUT  APPLICABLE  FINANCIAL  LAWS,  RULES, REGU-
LATIONS, AND STANDARD INDUSTRY PRACTICES.
  3. THE BOARD SHALL ESTABLISH A GOVERNANCE COMMITTEE TO BE COMPRISED OF
NOT LESS THAN THREE BOARD MEMBERS, WHO SHALL CONSTITUTE  A  MAJORITY  ON
THE  COMMITTEE,  AND WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDERTAKE
THE DUTIES AND FUNCTIONS OF THE GOVERNANCE COMMITTEE. IT  SHALL  BE  THE
RESPONSIBILITY  OF  THE  MEMBERS OF THE GOVERNANCE COMMITTEE TO KEEP THE
BOARD INFORMED OF CURRENT BEST GOVERNANCE PRACTICES; TO REVIEW CORPORATE
GOVERNANCE TRENDS; TO UPDATE THE AUTHORITY'S CORPORATE GOVERNANCE  PRIN-
CIPLES;  TO  ADVISE  APPOINTING AUTHORITIES ON THE SKILLS AND EXPERIENCE
REQUIRED OF POTENTIAL BOARD MEMBERS; TO EXAMINE ETHICAL AND CONFLICT  OF
INTEREST  ISSUES; TO PERFORM BOARD SELF-EVALUATIONS; TO INVESTIGATE TERM
LIMITS, REAPPOINTMENTS AND BOARD RESPONSIBILITIES;  TO  DEVELOP  BY-LAWS
WHICH INCLUDE RULES AND PROCEDURES FOR CONDUCT OF BOARD BUSINESS; AND TO
MAKE RECOMMENDATIONS FOR NEW COMMISSIONERS.
  4.  THE  BOARD  SHALL ESTABLISH A FINANCE COMMITTEE TO BE COMPRISED OF
NOT LESS THAN THREE BOARD MEMBERS, WHO SHALL CONSTITUTE  A  MAJORITY  ON
THE  COMMITTEE,  AND WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDERTAKE
THE DUTIES AND FUNCTIONS OF THE COMMITTEE. IT SHALL BE THE  RESPONSIBIL-
ITY  OF  THE MEMBERS OF THE FINANCE COMMITTEE TO OVERSEE AND APPROVE THE
ISSUANCE OF DEBT THAT THE AUTHORITY OR SUBSIDIARY COMMISSIONS ISSUE.
                              ARTICLE XV-C
  THE AUTHORITY SHALL SUBMIT TO  THE  GOVERNORS  OF  NEW  YORK  AND  NEW
JERSEY,  THE  TEMPORARY  PRESIDENT AND MINORITY LEADER OF THE SENATE AND
THE SPEAKER AND MINORITY LEADER OF THE ASSEMBLY  OF  THE  STATE  OF  NEW
YORK,  THE  PRESIDENT  AND MINORITY LEADER OF THE SENATE AND THE SPEAKER
AND MINORITY LEADER OF THE GENERAL ASSEMBLY OF THE STATE OF NEW  JERSEY,
THE  NEW  YORK  STATE COMPTROLLER, AND THE STATE TREASURER OF NEW JERSEY
WITHIN 90 DAYS AFTER THE END OF THE AUTHORITY'S FISCAL YEAR, A  COMPLETE
AND DETAILED REPORT OR REPORTS SETTING FORTH:
  1. THE AUTHORITY'S OPERATIONS AND ACCOMPLISHMENTS;
  2.  FINANCIAL  REPORTS  CERTIFIED  BY  THE CHAIR AND VICE-CHAIR OF THE
BOARD, AND THE EXECUTIVE DIRECTOR, DEPUTY EXECUTIVE DIRECTOR  AND  CHIEF
FINANCIAL  OFFICER OF THE AUTHORITY, INCLUDING (A) AUDITED FINANCIALS IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND  THE
ACCOUNTING  STANDARDS  ISSUED  BY  THE GOVERNMENTAL ACCOUNTING STANDARDS
BOARD (GASB), (B) GRANT AND SUBSIDY PROGRAMS, (C) OPERATING  AND  FINAN-
CIAL RISKS, (D) CURRENT RATINGS AND NOTICE OF CHANGES, AND (E) LONG-TERM
LIABILITIES, INCLUDING LEASES AND EMPLOYEE BENEFIT PLANS;
  3. THE AUTHORITY'S MISSION STATEMENT;
  4.  A  SCHEDULE  OF THE AUTHORITY'S BONDS AND NOTES OUTSTANDING AT THE
END OF THE AUTHORITY'S FISCAL YEAR, TOGETHER WITH  A  STATEMENT  OF  THE
AMOUNTS REDEEMED AND INCURRED DURING SUCH FISCAL YEAR AS PART OF A SCHE-
DULE  OF DEBT ISSUANCE THAT INCLUDES THE DATE OF ISSUANCE, TERM, AMOUNT,
INTEREST RATE AND MEANS OF REPAYMENT. ADDITIONALLY,  THE  DEBT  SCHEDULE
SHALL ALSO INCLUDE ALL REFINANCINGS, CALLS, REFUNDINGS, DEFEASEMENTS AND
INTEREST  RATE  EXCHANGES  OR  OTHER  SUCH  AGREEMENTS, AND FOR ANY DEBT
ISSUED DURING THE REPORTING YEAR, THE  SCHEDULE  SHALL  ALSO  INCLUDE  A
DETAILED LIST OF COSTS OF ISSUANCE FOR SUCH DEBT;

S. 5878--C                          4

  5.  BIOGRAPHICAL  INFORMATION  AND  TITLE  OF COMMISSIONERS AND SENIOR
MANAGEMENT, INCLUDING COMPENSATION AND BENEFITS  PAID  TO  COMMISSIONERS
AND TO SENIOR STAFF IN ANY AMOUNT;
  6. THE PROJECTS UNDERTAKEN BY THE AUTHORITY DURING THE PAST YEAR;
  7. THE AUTHORITY'S CODE OF ETHICS;
  8.  AN  ASSESSMENT  OF  THE  EFFECTIVENESS OF THE AUTHORITY'S INTERNAL
CONTROL STRUCTURE AND PROCEDURES;
  9. A DESCRIPTION OF THE AUTHORITY AND ITS BOARD  STRUCTURE,  INCLUDING
(A)  NAMES OF COMMITTEES AND COMMITTEE MEMBERS, (B) LISTS OF BOARD MEET-
INGS AND ATTENDANCE, (C) DESCRIPTIONS  OF  MAJOR  AUTHORITY  UNITS,  AND
SUBSIDIARIES, AND (D) NUMBER OF EMPLOYEES;
  10. THE AUTHORITY'S CHARTER AND BY-LAWS;
  11. A LISTING OF MATERIAL CHANGES IN OPERATIONS AND PROGRAMS;
  12.  AT  A MINIMUM A FOUR-YEAR FINANCIAL PLAN, INCLUDING (A) A CURRENT
AND PROJECTED CAPITAL  BUDGET,  AND  (B)  AN  OPERATING  BUDGET  REPORT,
INCLUDING  AN ACTUAL VERSUS ESTIMATED BUDGET, WITH AN ANALYSIS AND MEAS-
UREMENT OF FINANCIAL AND OPERATING PERFORMANCE;
  13. THE AUTHORITY'S BOARD PERFORMANCE EVALUATIONS; AND
  14. A LIST OF  ANY  PENDING  LITIGATION  IN  WHICH  THE  AUTHORITY  IS
INVOLVED AS A PARTY AND RELATED EXPENSES THERETO.
  THE AUTHORITY SHALL MAKE ACCESSIBLE TO THE PUBLIC, VIA ITS OFFICIAL OR
SHARED  INTERNET  WEB  SITE,  DOCUMENTATION  PERTAINING  TO ITS MISSION,
CURRENT ACTIVITIES, MOST RECENT ANNUAL FINANCIAL REPORTS,  CURRENT  YEAR
BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT.
                              ARTICLE XV-D
  1.  A. NOT LESS THAN 30 DAYS PRIOR TO ADOPTION BY THE AUTHORITY OF ANY
INCREASE IN ANY FEE, TOLL, CHARGE, OR FARE FOR THE USE OF THE  TRANSPOR-
TATION  FACILITIES  OF  THE AUTHORITY, OR NOT LESS THAN 15 DAYS PRIOR TO
ADOPTION BY THE AUTHORITY OF AN AMENDMENT TO  THE  PROPOSED  FEE,  TOLL,
CHARGE,  OR  FARE  INCREASE,  THE BOARD SHALL CONDUCT AT LEAST 10 PUBLIC
HEARINGS.
  B. NOT LESS THAN ONE PUBLIC HEARING REQUIRED PURSUANT TO  PARAGRAPH  A
OF  THIS  SUBDIVISION  SHALL BE CONDUCTED IN EACH COUNTY IN NEW YORK AND
NEW JERSEY DIRECTLY AFFECTED BY THE PROPOSED FEE, TOLL, CHARGE, OR  FARE
INCREASE,  AS  DETERMINED  BY  THE  BOARD IN CONSULTATION WITH LOCAL AND
STATE OFFICIALS.
  2. EACH PUBLIC HEARING SHALL BE ATTENDED BY AT LEAST TWO-THIRDS OF THE
COMMISSIONERS OF THE AUTHORITY THEN IN OFFICE AT THE TIME OF THE HEARING
AND NO MORE THAN ONE PUBLIC HEARING SHALL BE HELD IN A SINGLE DAY.
  3. AT LEAST ONE-HALF OF THE PUBLIC  HEARINGS  SHALL  BE  SCHEDULED  TO
BEGIN AFTER 6LABOR P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
                              ARTICLE XV-E
  1. AT EACH MEETING OF THE BOARD AND AT EACH MEETING OF EACH COMMITTEE,
THE PUBLIC SHALL BE ALLOTTED A PERIOD OF TIME, NOT LESS THAN 30 MINUTES,
TO  SPEAK  ON ANY TOPIC ON THE AGENDA.  THE PUBLIC SPEAKING PERIOD SHALL
TAKE PLACE PRIOR TO ANY BOARD OR COMMITTEE ACTION.
  2. THE AUTHORITY SHALL MAKE AVAILABLE TO THE  PUBLIC  MEETING  AGENDAS
AND PUBLIC DOCUMENTS PROVIDED TO THE BOARD AT LEAST 72 HOURS BEFORE EACH
MEETING  OF  THE BOARD AND EACH MEETING OF EACH COMMITTEE. PUBLIC NOTICE
OF THE TIME AND PLACE OF A MEETING  SHALL  BE  PROVIDED  TO  APPROPRIATE
MEDIA  OUTLETS,  SHALL BE CONSPICUOUSLY POSTED IN ONE OR MORE DESIGNATED
AREAS AT LEAST 72 HOURS BEFORE SUCH MEETING, AND SHALL BE  CONSPICUOUSLY
POSTED VIA THE AUTHORITY'S OFFICIAL INTERNET WEBSITE AT LEAST 5 BUSINESS
DAYS BEFORE THE MEETING.
  THE AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC SUCH DOCUMENTS IN THE
FOLLOWING  MANNER:  (A)  THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO A

S. 5878--C                          5

BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC  INSPECTION  AT
AN  OFFICE  OF  THE  AUTHORITY;  AND (B) THE AGENDA AND PUBLIC DOCUMENTS
PERTAINING TO A BOARD OR  COMMITTEE  MEETING  SHALL  BE  POSTED  ON  THE
AUTHORITY'S  OFFICIAL INTERNET WEBSITE. IN ADDITION, THE AUTHORITY SHALL
SEND VIA ELECTRONIC MAIL, THE AGENDA AND PUBLIC DOCUMENTS PERTAINING  TO
A  BOARD OR COMMITTEE MEETING TO EACH MEMBER OF THE NEW YORK LEGISLATURE
AND THE NEW JERSEY LEGISLATURE.
  3. MINUTES SHALL BE TAKEN AT ALL OPEN MEETINGS OF THE  AUTHORITY.  THE
MINUTES  SHALL CONSIST OF A RECORD OR SUMMARY OF ALL MOTIONS, PROPOSALS,
RESOLUTIONS, AND ANY OTHER MATTER FORMALLY VOTED UPON AND THE VOTE THER-
EON. MINUTES SHALL BE TAKEN AT EXECUTIVE SESSIONS OF ANY ACTION THAT  IS
TAKEN  BY  FORMAL  VOTE  AND SHALL CONSIST OF A RECORD OR SUMMARY OF THE
FINAL DETERMINATION OF SUCH ACTION,  AND  THE  VOTE  THEREON;  PROVIDED,
HOWEVER,  THAT  SUCH  SUMMARY  NEED  NOT INCLUDE ANY MATTER WHICH IS NOT
REQUIRED TO BE MADE PUBLIC BY EITHER NEW YORK'S FREEDOM  OF  INFORMATION
LAW OR NEW JERSEY'S OPEN PUBLIC RECORDS ACT, P.L. 1963, C. 73 (C.47:1A-1
ET SEQ.). MINUTES OF EACH MEETING SHALL BE AVAILABLE TO THE PUBLIC WITH-
IN 2 WEEKS FROM THE DATE OF SUCH MEETING.
                              ARTICLE XV-F
  THE  BOARD  SHALL CONDUCT AT LEAST 10 PUBLIC HEARINGS NOT MORE THAN 90
DAYS PRIOR TO THE IMPLEMENTATION OF  A  TOLL  INCREASE  ADOPTED  BY  THE
AUTHORITY  PRIOR  TO  THE  EFFECTIVE  DATE OF THIS ARTICLE IN THE MANNER
PRESCRIBED PURSUANT TO ARTICLE XV-D OF THIS SECTION.
  S 4. This act shall take effect upon the enactment  into  law  by  the
state  of New Jersey of legislation having an identical effect with this
act, but if the state of New Jersey  shall  have  already  enacted  such
legislation,  this  act shall take effect immediately; provided that the
board of commissioners of the port authority of New York and New  Jersey
shall  notify  the  legislative bill drafting commission upon the occur-
rence of the enactment of the legislation provided for in  sections  two
and three of this act in order that the commission may maintain an accu-
rate  and timely effective data base of the official text of the laws of
the state of New York in furtherance of effectuating the  provisions  of
section  44  of the legislative law and section 70-b of the public offi-
cers law.

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