S T A T E O F N E W Y O R K
________________________________________________________________________
3302
2011-2012 Regular Sessions
I N A S S E M B L Y
January 24, 2011
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Introduced by M. of A. BRENNAN, MILLMAN, LANCMAN, MAISEL, PHEFFER,
BARRON, PERRY, COOK, WEPRIN -- Multi-Sponsored by -- M. of A. GLICK,
GOTTFRIED, MENG -- read once and referred to the Committee on Corpo-
rations, Authorities and Commissions
AN ACT to amend the public authorities law, in relation to debt held by
the New York city municipal water finance authority
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. Subdivision 3 of section 1045-d of the public authorities
law, as added by chapter 513 of the laws of 1984, is amended to read as
follows:
3. To borrow money and issue negotiable or non-negotiable notes, bonds
or other obligations and to provide for the rights of the holders there-
of, PROVIDED, HOWEVER, THAT SUCH POWER TO BORROW MONEY AND ISSUE NEGOTI-
ABLE OR NON-NEGOTIABLE NOTES, BONDS OR OTHER OBLIGATIONS SHALL BE LIMIT-
ED TO THE LIMITATION ON THE ANNUAL INCREASE IN DEBT AS SET FORTH IN
SECTION ONE THOUSAND FORTY-FIVE-AA OF THIS TITLE;
S 2. Sections 1045-aa and 1045-bb of the public authorities law are
renumbered sections 1045-bb and 1045-cc and a new section 1045-aa is
added to read as follows:
S 1045-AA. LIMITATION ON DEBT INCREASE. BEGINNING WITH THE NEW YORK
CITY FISCAL YEAR BEGINNING JULY FIRST, TWO THOUSAND TWELVE AND ENDING
JUNE THIRTIETH, TWO THOUSAND THIRTEEN, THE ANNUAL INCREASE IN TOTAL DEBT
HELD BY THE AUTHORITY AT ANY TIME DURING A FISCAL YEAR SHALL NOT EXCEED
SIX PERCENT OF THE TOTAL DEBT HELD BY THE AUTHORITY DURING THE PRECEDING
FISCAL YEAR WITHOUT THE APPROVAL BY MAJORITY VOTE OF THE NEW YORK CITY
COUNCIL.
S 3. The public authorities law is amended by adding a new section
1045-g-1 to read as follows:
S 1045-G-1. ROLE AND RESPONSIBILITIES OF BOARD MEMBERS. 1. BOARD
MEMBERS OF THE WATER BOARD SHALL: (A) EXECUTE DIRECT OVERSIGHT OF THE
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD06049-01-1
A. 3302 2
BOARD'S CHIEF EXECUTIVE AND OTHER MANAGEMENT IN THE EFFECTIVE AND
ETHICAL MANAGEMENT OF THE BOARD; (B) UNDERSTAND, REVIEW AND MONITOR THE
IMPLEMENTATION OF FUNDAMENTAL FINANCIAL AND MANAGEMENT CONTROLS AND
OPERATIONAL DECISIONS OF THE BOARD; (C) ESTABLISH POLICIES REGARDING THE
PAYMENT OF SALARY, COMPENSATION AND REIMBURSEMENTS TO, AND ESTABLISH
RULES FOR THE TIME AND ATTENDANCE OF, THE CHIEF EXECUTIVE AND MANAGE-
MENT; (D) ADOPT A CODE OF ETHICS APPLICABLE TO EACH OFFICER, DIRECTOR
AND EMPLOYEE THAT, AT A MINIMUM, INCLUDES THE STANDARDS ESTABLISHED IN
SECTION SEVENTY-FOUR OF THE PUBLIC OFFICERS LAW; (E) ESTABLISH WRITTEN
POLICIES AND PROCEDURES ON PERSONNEL INCLUDING POLICIES PROTECTING
EMPLOYEES FROM RETALIATION FOR DISCLOSING INFORMATION CONCERNING ACTS OF
WRONGDOING, MISCONDUCT, MALFEASANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY
AN EMPLOYEE OR BOARD MEMBER OF THE WATER BOARD, INVESTMENTS, TRAVEL, THE
ACQUISITION OF REAL PROPERTY AND THE DISPOSITION OF REAL AND PERSONAL
PROPERTY AND THE PROCUREMENT OF GOODS AND SERVICES; (F) ADOPT A DEFENSE
AND INDEMNIFICATION POLICY AND DISCLOSE SUCH PLAN TO ANY AND ALL
PROSPECTIVE BOARD MEMBERS; AND (G) AT THE TIME THAT THE MEMBER TAKES AND
SUBSCRIBES HIS OR HER OATH OF OFFICE, EXECUTE AN ACKNOWLEDGMENT IN WHICH
THE BOARD MEMBER ACKNOWLEDGES THAT HE OR SHE UNDERSTANDS HIS OR HER ROLE
AND RESPONSIBILITIES IMPOSED PURSUANT TO THIS SECTION.
2. BOARD MEMBERS OF THE WATER BOARD, OR SUBSIDIARY THEREOF, SHALL
ESTABLISH AN AUDIT COMMITTEE TO BE COMPRISED OF NOT LESS THAN THREE
INDEPENDENT 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; PROVIDED, HOWEVER, THAT IN THE EVENT
THAT A BOARD HAS LESS THAN THREE INDEPENDENT MEMBERS, THE BOARD MAY
APPOINT NON-INDEPENDENT MEMBERS TO THE AUDIT COMMITTEE, PROVIDED THAT
THE INDEPENDENT MEMBERS MUST CONSTITUTE A MAJORITY OF THE MEMBERS OF THE
AUDIT COMMITTEE. THE COMMITTEE SHALL RECOMMEND TO THE BOARD THE HIRING
OF A CERTIFIED INDEPENDENT ACCOUNTING FIRM FOR SUCH BOARD, ESTABLISH THE
COMPENSATION TO BE PAID TO THE ACCOUNTING FIRM AND PROVIDE DIRECT OVER-
SIGHT OF THE PERFORMANCE OF THE INDEPENDENT AUDIT PERFORMED BY THE
ACCOUNTING FIRM HIRED FOR SUCH PURPOSES. MEMBERS OF THE AUDIT COMMITTEE
SHALL BE FAMILIAR WITH CORPORATE FINANCIAL AND ACCOUNTING PRACTICES.
3. BOARD MEMBERS OF THE WATER BOARD, OR SUBSIDIARY THEREOF, SHALL
ESTABLISH A GOVERNANCE COMMITTEE TO BE COMPRISED OF NOT LESS THAN THREE
INDEPENDENT MEMBERS, WHO SHALL CONSTITUTE A MAJORITY ON THE COMMITTEE,
AND WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDERSTAND THE DUTIES AND
FUNCTIONS OF THE GOVERNANCE COMMITTEE; PROVIDED, HOWEVER, THAT IN THE
EVENT THAT A BOARD HAS LESS THAN THREE INDEPENDENT MEMBERS, THE BOARD
MAY APPOINT NON-INDEPENDENT MEMBERS TO THE GOVERNANCE COMMITTEE,
PROVIDED THAT THE INDEPENDENT MEMBERS MUST CONSTITUTE A MAJORITY OF THE
MEMBERS 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 RECOMMEND UPDATES TO THE BOARD'S CORPORATE GOVERNANCE PRINCI-
PLES; TO ADVISE APPOINTING AUTHORITIES ON THE SKILLS AND EXPERIENCES
REQUIRED OF POTENTIAL BOARD MEMBERS; TO EXAMINE ETHICAL AND CONFLICT OF
INTEREST ISSUES; TO PERFORM BOARD SELF-EVALUATIONS; AND TO RECOMMEND
BY-LAWS WHICH INCLUDE RULES AND PROCEDURES FOR CONDUCT OF BOARD BUSI-
NESS.
S 4. This act shall take effect immediately.