senate Bill S7721

Vetoed By Governor
2013-2014 Legislative Session

Enacts the "port authority of New York and New Jersey transparency and accountability act of 2014"

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Archive: Last Bill Status Via A3944 - Vetoed by Governor


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

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Actions

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Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Dec 29, 2014 tabled
Dec 27, 2014 vetoed memo.569
Dec 16, 2014 delivered to governor
Jun 18, 2014 returned to assembly
passed senate
3rd reading cal.1503
substituted for s7721
Jun 18, 2014 substituted by a3944c
ordered to third reading cal.1503
committee discharged and committed to rules
Jun 02, 2014 referred to corporations, authorities and commissions

Votes

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Co-Sponsors

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S7721 - Bill Details

See Assembly Version of this Bill:
A3944C
Law Section:
Public Authorities
Laws Affected:
Amd Arts IV, VII & XV-A, add Arts VII-B & VII-C, §1 of Chap 154 of 1921; amd §73-a, Pub Off L
Versions Introduced in 2011-2012 Legislative Session:
A9150A

S7721 - Bill Texts

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Enacts the "port authority of New York and New Jersey transparency and accountability act of 2014"; relates to the functioning of the port authority as an open, transparent and accountable interstate public authority.

view sponsor memo
BILL NUMBER:S7721

TITLE OF BILL: An act to amend chapter 154 of the laws of 1921,
relating to the Port Authority of New York and New Jersey and to amend
the public officers law, in relation to enacting the "port authority
of New York and New Jersey transparency and accountability act of
2014" and in relation to the functioning of the port authority as an
open, transparent and accountable interstate public authority

PURPOSE OR GENERAL IDEA OF BILL:

This bill would require the Port Authority of New York and New Jersey
to adhere to accountability and transparency standards that were
imposed on New York state public authorities in 2005 and 2009.

SUMMARY OF SPECIFIC PROVISIONS:

Section one of the bill sets forth the title of the Act: "The Port
Authority of New York and New Jersey Transparency and Accountability
Act of 2014".

Section two amends Article IV of chapter 154 relating to the
commissioners of the Port Authority to set forth specific duties and
responsibilities to be performed by the board of commissioners. The
section would also require commissioners to perform their fiduciary
duties as board members; to exercise independent judgment and act in
the best interest of the authority, its mission and the public served
by the Authority. Each commissioner is required to certify in writing
acknowledging his or her duty of loyalty and care to the authority and
its mission.

Section three makes a conforming amendment relating to the new Article
VII-B.

Section four adds a new Article VII-B to chapter 154 to add the
following additional duties and responsibilities to those currently
performed by the board of commissioners, including:

*Setting forth specific procedures for disposing of Port Authority
property;

*Describing the specific information that must be included in the
annual report of the Port Authority;

*Requiring the financial statements of the Port Authority to be
subject to certain auditing standards, and imposing duties and
responsibilities on the auditing firm retained by the Port Authority
to perform the audits;

*Establishing a whistleblower program;

*Requiring Port Authority officers and employees to report suspected
fraud, corruption, conflict of interest to the Inspector General;

*Requiring New York commissioners, all officers and certain employees
of the port authority to file annual financial disclosure statements;


*Complying with certain rules relating to contacts with lobbyists; and

*Requiring the Port Authority to conduct a needs assessment and public
hearings before raising tolls and fares.

Section five amends Article XV-A of chapter 154 to specify that all
meetings of the Port Authority are public meetings subject to the open
meetings laws of both states, sets forth the process for declaring an
executive session of the board, and require minutes to be taken in all
meetings of Port Authority.

Section six amends the public officers law to require the New York
commissioners, and certain employees of the Port Authority to file
annual financial disclosure statements.

Section seven sets forth the severability clause.

Section eight provides that the act shall take effect upon the
enactment by the state of New Jersey of legislation that has an
identical effect with this act.

JUSTIFICATION:

In 2005 and 2009, the state of New York enacted comprehensive
legislation to improve the practices of, and increase oversight over,
the state's public authorities. As entities that are publicly-funded
and are created to perform or provide an important public service, it
was important to increase and enhance the accountability and
transparency of the public authorities.

The Public Authority of New York and New Jersey is a multi-billion
dollar company that performs and provides vital transportation and
infrastructure functions and services in the state of New York. 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.

With such a substantial and vital presence in this state, the Port
Authority should abide by and be subject to the same laws as are
currently imposed on all other New York state public authorities. 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.

It is in the best interest of the public that the states of New York
and New Jersey enact substantially identical legislation to ensure
that the Port Authority functions as an open, transparent and
accountable interstate public authority.

This Act will not impair or otherwise affect the authority of the
state comptroller of both states under current law (Chap. 649 of the
laws of 1929; Uncons. Law, § 7071) to examine the accounts and books
of the Port Authority.


PRIOR LEGISLATIVE HISTORY:

A.3944, passed Assembly - 2013;
A.9150-A, passed Assembly 2012.

FISCAL IMPLICATIONS:

Minimal

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.

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

                                  7721

                            I N  S E N A T E

                              June 2, 2014
                               ___________

Introduced  by  Sens.  LANZA, GOLDEN, RANZENHOFER, PERKINS -- read twice
  and ordered printed, and when printed to be committed to the Committee
  on Corporations, Authorities and Commissions

AN ACT to amend chapter 154 of the laws of 1921, relating  to  the  Port
  Authority  of New York and New Jersey and to amend the public officers
  law, in relation to enacting the "port authority of New York  and  New
  Jersey transparency and accountability act of 2014" and in relation to
  the  functioning  of  the  port  authority as an open, transparent and
  accountable interstate public authority

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

  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 of 2014".
  S 2. Article IV of section 1 of chapter  154  of  the  laws  of  1921,
relating to the Port Authority of New York and New Jersey, as amended by
chapter 419 of the laws of 1930, is amended to read as follows:
                               ARTICLE IV
  S 1. COMMISSIONERS. The port authority shall consist of twelve commis-
sioners,  six  resident voters from the state of New York, at least four
of whom shall be resident voters of the city of New York, and six  resi-
dent voters from the state of New Jersey, at least four of whom shall be
resident  voters  within the New Jersey portion of the district, the New
York members to be chosen by the state of New York and  the  New  Jersey
members by the state of New Jersey in the manner and for the terms fixed
and  determined  from  time  to  time  by  the legislature of each state
respectively, except  as  herein  provided.  Each  commissioner  may  be
removed  or  suspended  from  office as provided by the law of the state
from which he shall be appointed.
  S 2. ROLE AND RESPONSIBILITIES OF  COMMISSIONERS.  A.    COMMISSIONERS
SHALL  (1)  EXECUTE  DIRECT OVERSIGHT OF THE AUTHORITY'S CHIEF EXECUTIVE
AND OTHER 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

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD05559-15-4

S. 7721                             2

OF  THE AUTHORITY; (3) ESTABLISH POLICIES REGARDING THE PAYMENT OF SALA-
RY, COMPENSATION AND REIMBURSEMENTS TO, AND ESTABLISH RULES FOR THE TIME
AND ATTENDANCE OF, THE CHIEF EXECUTIVE AND MANAGEMENT; (4) ADOPT A  CODE
OF  ETHICS  APPLICABLE TO EACH OFFICER, DIRECTOR AND EMPLOYEE THAT, AT A
MINIMUM, INCLUDES THE APPLICABLE STANDARDS ESTABLISHED IN THE ETHICS LAW
OF BOTH STATES; (5) ESTABLISH WRITTEN POLICIES AND PROCEDURES ON PERSON-
NEL  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  AUTHORITY, INVESTMENTS, TRAVEL, THE ACQUISITION OF REAL
PROPERTY AND THE DISPOSITION OF  REAL  AND  PERSONAL  PROPERTY  AND  THE
PROCUREMENT  OF GOODS AND SERVICES; AND (6) ADOPT A DEFENSE AND INDEMNI-
FICATION POLICY AND DISCLOSE SUCH PLAN TO ANY AND ALL PROSPECTIVE  BOARD
MEMBERS.
  B.  (1)  THE COMMISSIONERS SHALL PERFORM EACH OF THEIR DUTIES AS BOARD
MEMBERS, INCLUDING, BUT NOT LIMITED TO, THOSE IMPOSED BY  THIS  SECTION,
IN GOOD FAITH AND WITH THAT DEGREE OF DILIGENCE, CARE AND SKILL WHICH AN
ORDINARILY  PRUDENT  PERSON  IN  LIKE  POSITION  WOULD USE UNDER SIMILAR
CIRCUMSTANCES, AND MAY TAKE INTO CONSIDERATION THE VIEWS AND POLICIES OF
ANY ELECTED OFFICIAL OR BODY, OR OTHER PERSON AND ULTIMATELY APPLY INDE-
PENDENT JUDGMENT IN THE BEST INTEREST OF THE PORT AUTHORITY, ITS MISSION
AND THE PUBLIC.
  (2) AT THE TIME THAT A COMMISSIONER TAKES AND SUBSCRIBES  HIS  OR  HER
OATH  OF  OFFICE,  OR WITHIN SIXTY DAYS AFTER THE EFFECTIVE DATE OF THIS
PARAGRAPH IF THE COMMISSIONER HAS ALREADY TAKEN AND  SUBSCRIBED  HIS  OR
HER OATH OF OFFICE, THE COMMISSIONER SHALL EXECUTE AN ACKNOWLEDGMENT, IN
A FORM DEVELOPED BY THE PORT AUTHORITY, IN WHICH THE COMMISSIONER SHALL,
AT A MINIMUM:
  (I)  ACKNOWLEDGE  THAT HE OR SHE UNDERSTANDS THAT A COMMISSIONER HAS A
FIDUCIARY OBLIGATION TO PERFORM DUTIES AND RESPONSIBILITIES TO THE  BEST
OF  HIS  OR  HER  ABILITIES, IN GOOD FAITH AND WITH PROPER DILIGENCE AND
CARE, CONSISTENT WITH THE ENABLING COMPACT, MISSION, AND BY-LAWS OF  THE
PORT  AUTHORITY  AND  THE  APPLICABLE  LAWS OF BOTH STATES; AND THAT THE
FIDUCIARY DUTY TO THE PORT AUTHORITY IS DERIVED FROM AND GOVERNED BY ITS
MISSION;
  (II) ACKNOWLEDGE THAT HE OR SHE UNDERSTANDS HIS OR HER DUTY OF LOYALTY
AND CARE TO THE AUTHORITY AND COMMITMENT TO THE PORT AUTHORITY'S MISSION
AND THE PUBLIC INTEREST; AND HIS OR HER OBLIGATION TO ACT  IN  THE  BEST
INTERESTS  OF  THE PORT AUTHORITY AND THE PEOPLE WHOM THE PORT AUTHORITY
SERVES;
  (III) AGREE THAT A COMMISSIONER HAS AN OBLIGATION TO BECOME KNOWLEDGE-
ABLE ABOUT THE MISSION, PURPOSE, FUNCTIONS, RESPONSIBILITIES, AND STATU-
TORY DUTIES OF THE PORT AUTHORITY AND, WHEN NECESSARY, TO  MAKE  REASON-
ABLE INQUIRY OF MANAGEMENT AND OTHERS WITH KNOWLEDGE AND EXPERTISE SO AS
TO INFORM HIS OR HER DECISIONS;
  (IV)  AGREE TO EXERCISE INDEPENDENT JUDGMENT ON ALL MATTERS BEFORE THE
BOARD;
  (V) AGREE NOT TO DIVULGE  CONFIDENTIAL  DISCUSSIONS  AND  CONFIDENTIAL
MATTERS THAT COME BEFORE THE BOARD FOR CONSIDERATION OR ACTION;
  (VI)  AGREE  TO DISCLOSE TO THE BOARD ANY CONFLICTS, OR THE APPEARANCE
OF A CONFLICT, OF A PERSONAL, FINANCIAL, ETHICAL, OR PROFESSIONAL NATURE
THAT COULD INHIBIT THE COMMISSIONER FROM PERFORMING HIS OR HER DUTIES IN
GOOD FAITH AND WITH DUE DILIGENCE AND CARE; AND
  (VII) CERTIFY THAT HE OR SHE DOES NOT HAVE ANY INTEREST, FINANCIAL  OR
OTHERWISE,  DIRECT OR INDIRECT, OR ENGAGE IN ANY BUSINESS OR TRANSACTION
OR PROFESSIONAL ACTIVITY OR INCUR ANY OBLIGATION OF ANY NATURE, WHICH IS

S. 7721                             3

IN SUBSTANTIAL CONFLICT WITH THE PROPER DISCHARGE OF THE  COMMISSIONER'S
DUTIES IN THE PUBLIC INTEREST.
  C.  INDIVIDUALS  APPOINTED TO THE BOARD OF COMMISSIONERS SHALL PARTIC-
IPATE IN TRAINING APPROVED BY THE INSPECTOR GENERAL OF THE PORT AUTHORI-
TY REGARDING THEIR LEGAL, FIDUCIARY, FINANCIAL AND ETHICAL  RESPONSIBIL-
ITIES  AS  DIRECTORS OF AN AUTHORITY WITHIN SIX MONTHS OF APPOINTMENT TO
THE AUTHORITY. BOARD MEMBERS SHALL PARTICIPATE IN CONTINUING TRAINING AS
MAY BE REQUIRED TO REMAIN INFORMED OF  BEST  PRACTICES,  REGULATORY  AND
STATUTORY  CHANGES RELATING TO THE EFFECTIVE OVERSIGHT OF THE MANAGEMENT
AND FINANCIAL ACTIVITIES OF PUBLIC AUTHORITIES  AND  TO  ADHERE  TO  THE
HIGHEST STANDARDS OF RESPONSIBLE GOVERNANCE.
  D. NO BOARD MEMBER, INCLUDING THE CHAIRPERSON, SHALL SERVE AS THE PORT
AUTHORITY'S CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR, CHIEF FINANCIAL
OFFICER,  COMPTROLLER, OR HOLD ANY OTHER EQUIVALENT POSITION WHILE SERV-
ING AS A MEMBER OF THE BOARD.
  E. THE BOARD OF COMMISSIONERS SHALL ESTABLISH AN AUDIT COMMITTEE TO BE
COMPRISED OF NOT LESS THAN THREE INDEPENDENT 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  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 CONSTI-
TUTE A MAJORITY OF THE MEMBERS OF THE AUDIT COMMITTEE.  MEMBERS  OF  THE
AUDIT  COMMITTEE SHALL BE FAMILIAR WITH CORPORATE FINANCIAL AND ACCOUNT-
ING PRACTICES. THE COMMITTEE SHALL RECOMMEND TO THE BOARD THE HIRING  OF
A  CERTIFIED  INDEPENDENT  ACCOUNTING  FIRM TO AUDIT THE PORT AUTHORITY,
ESTABLISH THE COMPENSATION TO BE PAID TO THE ACCOUNTING FIRM AND PROVIDE
DIRECT OVERSIGHT OF THE PERFORMANCE OF THE INDEPENDENT  AUDIT  PERFORMED
BY THE ACCOUNTING FIRM HIRED FOR SUCH PURPOSES.
  F. (1) THE BOARD OF COMMISSIONERS SHALL ESTABLISH A GOVERNANCE COMMIT-
TEE  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 GOVER-
NANCE COMMITTEE; PROVIDED, HOWEVER, THAT IN THE EVENT THAT A  BOARD  HAS
LESS  THAN THREE INDEPENDENT MEMBERS, THE BOARD MAY APPOINT NON-INDEPEN-
DENT 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  GOVER-
NANCE  COMMITTEE  TO  KEEP THE BOARD INFORMED OF CURRENT BEST GOVERNANCE
PRACTICES; TO REVIEW CORPORATE GOVERNANCE TRENDS; TO  RECOMMEND  UPDATES
TO  THE  AUTHORITY'S CORPORATE GOVERNANCE PRINCIPLES; TO ADVISE THE PORT
AUTHORITY 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 BUSINESS.
  (2) THE GOVERNANCE COMMITTEE SHALL EXAMINE,  AT  LEAST  ANNUALLY,  THE
WORKING AND PROFESSIONAL RELATIONSHIP BETWEEN EMPLOYEES APPOINTED BY THE
GOVERNOR  OF  NEW YORK AND THOSE APPOINTED BY THE GOVERNOR OF NEW JERSEY
TO ENSURE MAXIMUM COMMUNICATION, COORDINATION AND COOPERATION AMONG  AND
BETWEEN  SUCH  EMPLOYEES.  THE  COMMITTEE  SHALL REPORT ITS FINDINGS AND
RECOMMENDATIONS TO THE FULL BOARD AT THE FIRST  BOARD  MEETING  OF  EACH
CALENDAR YEAR.
  G.  THE  BOARD OF COMMISSIONERS SHALL ESTABLISH A FINANCE COMMITTEE TO
BE COMPRISED OF NOT LESS  THAN  THREE  INDEPENDENT  MEMBERS,  WHO  SHALL
CONSTITUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECES-
SARY  SKILLS  TO  UNDERSTAND  THE DUTIES AND FUNCTIONS OF THE COMMITTEE;

S. 7721                             4

PROVIDED, HOWEVER, THAT IN THE EVENT THAT A BOARD HAS  LESS  THAN  THREE
INDEPENDENT  MEMBERS,  THE  BOARD MAY APPOINT NON-INDEPENDENT MEMBERS TO
THE FINANCE  COMMITTEE,  PROVIDED  THAT  THE  INDEPENDENT  MEMBERS  MUST
CONSTITUTE  A MAJORITY OF THE MEMBERS OF THE FINANCE COMMITTEE. IT SHALL
BE THE RESPONSIBILITY OF THE MEMBERS OF THE FINANCE COMMITTEE TO  REVIEW
PROPOSALS FOR THE ISSUANCE OF DEBT BY THE AUTHORITY AND ITS SUBSIDIARIES
AND MAKE RECOMMENDATIONS.
  H. FOR THE PURPOSES OF THIS SECTION, AN INDEPENDENT MEMBER IS ONE WHO:
  (1)  IS  NOT,  AND IN THE PAST TWO YEARS HAS NOT BEEN, EMPLOYED BY THE
PORT AUTHORITY OR AN AFFILIATE IN AN EXECUTIVE CAPACITY;
  (2) IS NOT, AND IN THE PAST TWO YEARS HAS NOT  BEEN,  EMPLOYED  BY  AN
ENTITY  THAT  RECEIVED REMUNERATION VALUED AT MORE THAN FIFTEEN THOUSAND
DOLLARS FOR GOODS  AND  SERVICES  PROVIDED  TO  THE  PORT  AUTHORITY  OR
RECEIVED  ANY  OTHER  FORM  OF  FINANCIAL ASSISTANCE VALUED AT MORE THAN
FIFTEEN THOUSAND DOLLARS FROM THE PORT AUTHORITY;
  (3) IS NOT A RELATIVE OF AN EXECUTIVE OFFICER OR EMPLOYEE IN AN EXECU-
TIVE POSITION OF THE PORT AUTHORITY OR AN AFFILIATE; AND
  (4) IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN, A LOBBYIST  REGIS-
TERED  UNDER  A STATE OR LOCAL LAW AND PAID BY A CLIENT TO INFLUENCE THE
MANAGEMENT DECISIONS, CONTRACT AWARDS, RATE DETERMINATIONS OR ANY  OTHER
SIMILAR ACTIONS OF THE PORT AUTHORITY OR AN AFFILIATE.
  I. NOTWITHSTANDING ANY PROVISION OF ANY GENERAL, SPECIAL OR LOCAL LAW,
MUNICIPAL  CHARTER  OR  ORDINANCE  TO THE CONTRARY, THE BOARD SHALL NOT,
DIRECTLY OR INDIRECTLY, INCLUDING  THROUGH  ANY  SUBSIDIARY,  EXTEND  OR
MAINTAIN CREDIT, ARRANGE FOR THE EXTENSION OF CREDIT, OR RENEW AN EXTEN-
SION  OF  CREDIT,  IN THE FORM OF A PERSONAL LOAN TO OR FOR ANY OFFICER,
BOARD MEMBER OR EMPLOYEE, OR EQUIVALENT THEREOF, OF THE PORT AUTHORITY.
  J. (1) A BOARD MEMBER SHALL NOT VOTE ON OR PARTICIPATE IN ANY BOARD OR
COMMITTEE DISCUSSIONS WITH RESPECT TO  ANY  AGENDA  ITEM  IF  THE  BOARD
MEMBER,  A  MEMBER OF THE BOARD MEMBER'S IMMEDIATE FAMILY, OR A BUSINESS
ORGANIZATION IN WHICH THE BOARD MEMBER HAS AN INTEREST, HAS A DIRECT  OR
INDIRECT FINANCIAL INVOLVEMENT THAT MAY REASONABLY BE EXPECTED TO IMPAIR
THE  BOARD MEMBER'S OBJECTIVITY OR INDEPENDENCE OF JUDGMENT OR TO CREATE
THE APPEARANCE OF IMPROPRIETY. SUCH BOARD MEMBER SHALL BE  RECUSED  FROM
ANY  DISCUSSIONS  OR  VOTING  ON  THE  AGENDA ITEM. A BOARD MEMBER SHALL
CLEARLY INDICATE THE BOARD MEMBER'S RECUSAL FROM  VOTING  ON  AN  AGENDA
ITEM AND THE MINUTES SHALL CLEARLY REFLECT THAT RECUSAL.
  (2) FOR THE PURPOSES OF THIS SUBDIVISION, THE TERMS:
  (A) "IMMEDIATE FAMILY" SHALL MEAN: A SPOUSE, DOMESTIC PARTNER, PARTNER
IN  A CIVIL UNION, SON, DAUGHTER, GRANDSON, GRANDDAUGHTER, FATHER, MOTH-
ER,  GRANDFATHER,  GRANDMOTHER,  GREAT-GRANDFATHER,   GREAT-GRANDMOTHER,
BROTHER,  SISTER,  NEPHEW,  NIECE, UNCLE OR AUNT. RELATIVES BY ADOPTION,
HALF-BLOOD, MARRIAGE OR REMARRIAGE SHALL BE TREATED AS RELATIVES OF  THE
WHOLE KINSHIP; AND
  (B) "INTEREST" SHALL MEAN: (I) IF THE BUSINESS ORGANIZATION IS A PART-
NERSHIP,  THE  BOARD  MEMBER OR THE BOARD MEMBER'S IMMEDIATE FAMILY IS A
PARTNER OR OWNER OF 10 PERCENT OR MORE OF THE ASSETS OF THE PARTNERSHIP,
OR (II) IF THE BUSINESS ORGANIZATION IS A CORPORATION, THE BOARD  MEMBER
OR  THE  BOARD  MEMBER'S IMMEDIATE FAMILY OWNS OR CONTROLS 10 PERCENT OR
MORE OF THE STOCK OF THE CORPORATION, OR SERVES AS A DIRECTOR OR OFFICER
OF THE CORPORATION.
  S 3. Article VII of section 1 of chapter 154  of  the  laws  of  1921,
relating to the Port Authority of New York and New Jersey, is amended to
read as follows:
                              ARTICLE VII.

S. 7721                             5

  The port authority shall have such additional powers and duties as may
hereafter  be  delegated  to or imposed upon it from time to time by the
action of the legislature of either state concurred in by  the  legisla-
ture of the other. Unless and until otherwise provided, it shall make an
annual  report  to  the  legislature  of both states PURSUANT TO SECTION
THREE OF ARTICLE VII-B OF THIS ACT, setting forth in  detail  the  oper-
ations  and  transactions conducted by it pursuant to this agreement and
any legislation thereunder. The port  authority  shall  not  pledge  the
credit  of either state except by and with the authority of the legisla-
ture thereof.
  S 4. Chapter 154 of the laws of 1921, relating to the  Port  Authority
of  New York and New Jersey, is amended by adding two new articles VII-B
and VII-C to read as follows:
                              ARTICLE VII-B
  S 1. ADDITIONAL POWERS, DUTIES AND RESPONSIBILITIES.   IN ADDITION  TO
THE  POWERS  AND  DUTIES  SET FORTH IN ARTICLE VII OF THIS ACT, THE PORT
AUTHORITY SHALL HAVE THE FOLLOWING POWERS, DUTIES  AND  RESPONSIBILITIES
SET FORTH IN THIS ARTICLE.
  S  2.  DISPOSITION  OF PROPERTY. A.   DEFINITIONS. FOR THE PURPOSES OF
THIS ARTICLE, UNLESS A DIFFERENT MEANING IS REQUIRED BY THE CONTEXT:
  (1) "CONTRACTING OFFICER" SHALL MEAN THE OFFICER OR  EMPLOYEE  OF  THE
PORT  AUTHORITY WHO SHALL BE APPOINTED BY RESOLUTION OF THE BOARD OF THE
PORT AUTHORITY TO BE RESPONSIBLE FOR THE DISPOSITION OF PROPERTY.
  (2) "DISPOSE" OR "DISPOSAL" SHALL MEAN TRANSFER OF TITLE OR ANY  OTHER
BENEFICIAL  INTEREST  IN  PERSONAL  OR  REAL PROPERTY IN ACCORDANCE WITH
SUBDIVISION C OF THIS SECTION.
  (3) "PROPERTY" SHALL MEAN PERSONAL PROPERTY IN EXCESS OF FIVE THOUSAND
DOLLARS IN VALUE, REAL PROPERTY, AND ANY INCHOATE OR OTHER  INTEREST  IN
SUCH  PROPERTY,  TO  THE  EXTENT  THAT  SUCH INTEREST MAY BE CONVEYED TO
ANOTHER PERSON FOR ANY PURPOSE, EXCLUDING AN INTEREST SECURING A LOAN OR
OTHER FINANCIAL OBLIGATION OF ANOTHER PARTY.
  B. DUTIES OF THE PORT AUTHORITY WITH RESPECT TO THE DISPOSAL OF  PROP-
ERTY.  (1)  THE  PORT  AUTHORITY SHALL ADOPT BY RESOLUTION COMPREHENSIVE
GUIDELINES WHICH SHALL (A) DETAIL THE AUTHORITY'S OPERATIVE  POLICY  AND
INSTRUCTIONS  REGARDING  THE  USE, AWARDING, MONITORING AND REPORTING OF
CONTRACTS FOR THE DISPOSAL OF PROPERTY, AND (B) DESIGNATE A  CONTRACTING
OFFICER  WHO  SHALL  BE RESPONSIBLE FOR THE AUTHORITY'S COMPLIANCE WITH,
AND ENFORCEMENT OF, SUCH GUIDELINES. SUCH GUIDELINES SHALL BE CONSISTENT
WITH, AND SHALL REQUIRE THE AUTHORITY'S CONTRACTING ACTIVITIES TO COMPLY
WITH THIS SECTION, THE AUTHORITY'S ENABLING LEGISLATION  AND  ANY  OTHER
APPLICABLE LAW FOR THE DISPOSAL OF PROPERTY, EXCEPT THAT SUCH GUIDELINES
MAY  BE  STRICTER  THAN  THE PROVISIONS OF THIS SECTION, THE AUTHORITY'S
ENABLING LEGISLATION AND ANY OTHER APPLICABLE LAW FOR  THE  DISPOSAL  OF
PROPERTY  IF  THE  AUTHORITY  DETERMINES  THAT ADDITIONAL SAFEGUARDS ARE
NECESSARY TO ASSURE THE INTEGRITY OF ITS DISPOSITION ACTIVITIES.  GUIDE-
LINES  APPROVED BY THE AUTHORITY SHALL BE ANNUALLY REVIEWED AND APPROVED
BY THE BOARD OF COMMISSIONERS OF THE AUTHORITY. ON OR BEFORE  THE  THIR-
TY-FIRST  DAY  OF  MARCH IN EACH YEAR, THE AUTHORITY SHALL FILE WITH THE
STATE COMPTROLLER OF EACH STATE A COPY OF THE GUIDELINES  MOST  RECENTLY
REVIEWED  AND  APPROVED  BY  THE  AUTHORITY,  INCLUDING  THE NAME OF THE
AUTHORITY'S DESIGNATED CONTRACTING OFFICER.  AT THE TIME OF FILING  SUCH
GUIDELINES  WITH  THE  STATE  COMPTROLLER, THE AUTHORITY SHALL ALSO POST
SUCH GUIDELINES ON THE AUTHORITY'S INTERNET WEBSITE.  GUIDELINES  POSTED
ON  THE AUTHORITY'S INTERNET WEBSITE SHALL BE MAINTAINED ON SUCH WEBSITE
AT LEAST UNTIL THE PROCUREMENT GUIDELINES FOR  THE  FOLLOWING  YEAR  ARE
POSTED ON SUCH WEBSITE.

S. 7721                             6

  (2) THE PORT AUTHORITY SHALL:
  (A)  MAINTAIN  ADEQUATE  INVENTORY CONTROLS AND ACCOUNTABILITY SYSTEMS
FOR ALL PROPERTY UNDER ITS CONTROL;
  (B) PERIODICALLY INVENTORY SUCH PROPERTY TO DETERMINE  WHICH  PROPERTY
SHALL BE DISPOSED OF;
  (C) PRODUCE A WRITTEN REPORT OF SUCH PROPERTY IN ACCORDANCE WITH PARA-
GRAPH THREE OF THIS SUBDIVISION;
  (D)  TRANSFER  OR  DISPOSE OF SUCH PROPERTY AS PROMPTLY AS POSSIBLE IN
ACCORDANCE WITH SUBDIVISION C OF THIS SECTION.
  (3)(A) THE PORT AUTHORITY SHALL  PUBLISH,  NOT  LESS  FREQUENTLY  THAN
ANNUALLY,  A  REPORT  LISTING  ALL  REAL PROPERTY OF THE AUTHORITY. SUCH
REPORT SHALL INCLUDE A  LIST  AND  FULL  DESCRIPTION  OF  ALL  REAL  AND
PERSONAL  PROPERTY  DISPOSED  OF  DURING  SUCH  PERIOD. THE REPORT SHALL
CONTAIN THE PRICE RECEIVED BY THE AUTHORITY AND THE NAME OF THE PURCHAS-
ER FOR ALL SUCH PROPERTY SOLD BY THE AUTHORITY DURING SUCH PERIOD.
  (B) THE PORT AUTHORITY SHALL DELIVER COPIES  OF  SUCH  REPORT  TO  THE
GOVERNOR, STATE COMPTROLLER, AND THE LEGISLATURE OF EACH STATE.
  C. DISPOSAL OF PORT AUTHORITY PROPERTY. (1) SUPERVISION AND DIRECTION.
EXCEPT  AS  OTHERWISE  PROVIDED IN THIS SECTION, THE CONTRACTING OFFICER
DESIGNATED BY THE PORT AUTHORITY SHALL HAVE  SUPERVISION  AND  DIRECTION
OVER THE DISPOSITION OF PROPERTY OF THE AUTHORITY.
  (2)  CUSTODY  AND  CONTROL. THE CUSTODY AND CONTROL OF THE PROPERTY OF
THE PORT AUTHORITY, PENDING ITS DISPOSITION, AND THE  DISPOSAL  OF  SUCH
PROPERTY, SHALL BE PERFORMED BY THE AUTHORITY.
  (3)  METHOD  OF DISPOSITION. SUBJECT TO SUBDIVISION B OF THIS SECTION,
THE PORT AUTHORITY MAY DISPOSE OF PROPERTY FOR NOT LESS  THAN  THE  FAIR
MARKET  VALUE OF SUCH PROPERTY BY SALE, EXCHANGE, OR TRANSFER, FOR CASH,
CREDIT, OR OTHER PROPERTY, WITH OR WITHOUT WARRANTY, AND UPON SUCH OTHER
TERMS AND CONDITIONS AS THE CONTRACTING OFFICER 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 NECESSARY OR PROPER TO
DISPOSE  OF  SUCH  PROPERTY  UNDER  THE  PROVISIONS  OF  THIS   SECTION.
PROVIDED, HOWEVER, THAT NO DISPOSITION OF REAL PROPERTY, OR ANY INTEREST
IN REAL PROPERTY, SHALL BE MADE UNLESS AN APPRAISAL OF THE VALUE OF SUCH
PROPERTY  HAS  BEEN MADE BY AN INDEPENDENT APPRAISER AND INCLUDED IN THE
RECORD OF THE TRANSACTION, AND, PROVIDED FURTHER, THAT NO DISPOSITION OF
ANY OTHER PROPERTY, WHICH BECAUSE OF ITS UNIQUE  NATURE  OR  THE  UNIQUE
CIRCUMSTANCES  OF  THE  PROPOSED  TRANSACTION  IS  NOT READILY VALUED BY
REFERENCE TO AN ACTIVE MARKET FOR SIMILAR PROPERTY, SHALL BE MADE  WITH-
OUT A SIMILAR APPRAISAL.
  (4)  VALIDITY  OF  DEED,  BILL  OF SALE, LEASE, OR OTHER INSTRUMENT. A
DEED, BILL OF SALE, LEASE, OR OTHER INSTRUMENT EXECUTED BY OR ON  BEHALF
OF  THE PORT 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
WHO  HAS  GIVEN  VALUABLE CONSIDERATION FOR SUCH TITLE OR OTHER INTEREST
AND HAS NOT RECEIVED ACTUAL OR  CONSTRUCTIVE  NOTICE  OF  LACK  OF  SUCH
COMPLIANCE PRIOR TO THE CLOSING.
  (5)  BIDS  FOR  DISPOSAL;  ADVERTISING; PROCEDURE; DISPOSAL BY NEGOTI-
ATION;  EXPLANATORY  STATEMENT.  (A)  ALL  DISPOSALS  OR  CONTRACTS  FOR
DISPOSAL  OF  PROPERTY  OF  THE PORT AUTHORITY MADE OR AUTHORIZED BY THE
CONTRACTING OFFICER SHALL BE MADE AFTER PUBLICLY  ADVERTISING  FOR  BIDS
EXCEPT AS PROVIDED IN SUBPARAGRAPH (C) OF THIS PARAGRAPH.
  (B)  WHENEVER  PUBLIC  ADVERTISING FOR BIDS IS REQUIRED UNDER SUBPARA-
GRAPH (A) OF THIS PARAGRAPH:

S. 7721                             7

  (I) THE ADVERTISEMENT FOR BIDS SHALL BE MADE AT SUCH TIME PRIOR TO THE
DISPOSAL OR CONTRACT, THROUGH SUCH METHODS, AND ON SUCH TERMS AND CONDI-
TIONS AS SHALL PERMIT FULL AND  FREE  COMPETITION  CONSISTENT  WITH  THE
VALUE AND NATURE OF THE PROPERTY;
  (II) ALL BIDS SHALL BE PUBLICLY DISCLOSED AT THE TIME AND PLACE STATED
IN THE ADVERTISEMENT; AND
  (III)  THE AWARD SHALL BE MADE WITH REASONABLE PROMPTNESS BY NOTICE TO
THE RESPONSIBLE BIDDER WHOSE BID, CONFORMING TO THE INVITATION FOR BIDS,
WILL BE MOST ADVANTAGEOUS TO THE PORT 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 OF PROPERTY MAY BE NEGOTIATED
OR MADE BY PUBLIC AUCTION WITHOUT REGARD TO SUBPARAGRAPHS (A) AND (B) OF
THIS  PARAGRAPH BUT SUBJECT TO OBTAINING SUCH COMPETITION AS IS FEASIBLE
UNDER THE CIRCUMSTANCES, IF:
  (I) THE PERSONAL PROPERTY INVOLVED HAS  QUALITIES  SEPARATE  FROM  THE
UTILITARIAN PURPOSE OF SUCH PROPERTY, SUCH AS ARTISTIC QUALITY, ANTIQUI-
TY, HISTORICAL SIGNIFICANCE, RARITY, OR OTHER QUALITY OF SIMILAR EFFECT,
THAT WOULD TEND TO INCREASE ITS VALUE, OR IF THE PERSONAL PROPERTY IS TO
BE  SOLD  IN  SUCH  QUANTITY THAT, IF IT WERE DISPOSED OF UNDER SUBPARA-
GRAPHS (A) AND (B) OF THIS PARAGRAPH, WOULD ADVERSELY AFFECT  THE  STATE
OR  LOCAL  MARKET FOR SUCH PROPERTY, AND THE ESTIMATED FAIR MARKET VALUE
OF SUCH PROPERTY  AND  OTHER  SATISFACTORY  TERMS  OF  DISPOSAL  CAN  BE
OBTAINED BY NEGOTIATION;
  (II)  THE  FAIR  MARKET  VALUE OF THE PROPERTY DOES NOT EXCEED FIFTEEN
THOUSAND DOLLARS;
  (III) BID PRICES AFTER ADVERTISING THEREFOR ARE NOT REASONABLE, EITHER
AS TO ALL OR SOME PART OF THE PROPERTY, OR HAVE NOT  BEEN  INDEPENDENTLY
ARRIVED AT IN OPEN COMPETITION;
  (IV)  THE  DISPOSAL WILL BE TO THE STATE OR ANY POLITICAL SUBDIVISION,
AND THE ESTIMATED FAIR MARKET VALUE OF THE PROPERTY AND OTHER  SATISFAC-
TORY TERMS OF DISPOSAL ARE OBTAINED BY NEGOTIATION;
  (V)  UNDER  THOSE  CIRCUMSTANCES  PERMITTED  BY  PARAGRAPH SIX OF THIS
SUBDIVISION; OR
  (VI) SUCH ACTION IS OTHERWISE AUTHORIZED BY LAW.
  (D)(I) AN EXPLANATORY STATEMENT SHALL BE PREPARED OF THE CIRCUMSTANCES
OF EACH DISPOSAL BY NEGOTIATION OF:
  (A) ANY PERSONAL PROPERTY WHICH HAS AN ESTIMATED FAIR MARKET VALUE  IN
EXCESS OF FIFTEEN THOUSAND DOLLARS;
  (B)  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 SUBCLAUSES (C)
AND (D) OF THIS CLAUSE;
  (C)  ANY  REAL  PROPERTY DISPOSED OF BY LEASE, IF THE ESTIMATED ANNUAL
RENT OVER THE TERM OF  THE  LEASE  IS  IN  EXCESS  OF  FIFTEEN  THOUSAND
DOLLARS;
  (D)  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.
  (II)  EACH SUCH STATEMENT SHALL BE TRANSMITTED TO THE PERSONS ENTITLED
TO RECEIVE COPIES OF THE REPORT REQUIRED UNDER  SUBDIVISION  B  OF  THIS
SECTION  NOT  LESS  THAN  NINETY DAYS IN ADVANCE OF SUCH DISPOSAL, AND A
COPY THEREOF SHALL BE PRESERVED IN THE FILES OF THE PORT AUTHORITY.
  (6) DISPOSAL OF PROPERTY FOR LESS THAN FAIR MARKET VALUE. (A) NO ASSET
OWNED, LEASED OR OTHERWISE IN THE CONTROL OF THE PORT AUTHORITY  MAY  BE

S. 7721                             8

SOLD, LEASED, OR OTHERWISE ALIENATED FOR LESS THAN ITS FAIR MARKET VALUE
EXCEPT IF:
  (I)  THE  TRANSFEREE  IS  A GOVERNMENT OR OTHER PUBLIC ENTITY, AND THE
TERMS AND CONDITIONS OF THE TRANSFER REQUIRE THAT THE OWNERSHIP AND  USE
OF THE ASSET WILL REMAIN WITH THE GOVERNMENT OR ANY OTHER PUBLIC ENTITY;
  (II)  THE  PURPOSE  OF  THE TRANSFER IS WITHIN THE PURPOSE, MISSION OR
GOVERNING STATUTE OF THE PORT AUTHORITY; OR
  (III) IN THE EVENT THE PORT AUTHORITY SEEKS TO TRANSFER AN  ASSET  FOR
LESS  THAN  ITS  FAIR  MARKET VALUE TO OTHER THAN A GOVERNMENTAL ENTITY,
WHICH DISPOSAL WOULD NOT BE CONSISTENT  WITH  THE  AUTHORITY'S  MISSION,
PURPOSE  OR  GOVERNING  STATUTES,  SUCH  AUTHORITY SHALL PROVIDE WRITTEN
NOTIFICATION THEREOF TO THE GOVERNOR OF EACH STATE,  AND  SUCH  PROPOSED
TRANSFER  SHALL  BE SUBJECT TO DENIAL BY EITHER GOVERNOR.  DENIAL BY THE
GOVERNOR SHALL TAKE THE FORM OF A SIGNED CERTIFICATION BY THE  GOVERNOR.
THE  GOVERNOR  SHALL TAKE ANY SUCH ACTION WITHIN SIXTY DAYS OF RECEIVING
NOTIFICATION OF SUCH PROPOSED TRANSFER.  IF  NO  SUCH  CERTIFICATION  IS
PERFORMED  WITHIN SIXTY DAYS OF SUCH NOTIFICATION OF THE PROPOSED TRANS-
FER TO THE GOVERNOR, THE AUTHORITY MAY EFFECTUATE SUCH TRANSFER.
  (B) IN THE EVENT A BELOW FAIR MARKET VALUE ASSET TRANSFER IS PROPOSED,
THE FOLLOWING INFORMATION MUST BE PROVIDED TO THE BOARD OF COMMISSIONERS
AND THE PUBLIC:
  (I) A FULL DESCRIPTION OF THE ASSET;
  (II) AN APPRAISAL OF THE FAIR MARKET VALUE OF THE ASSET AND ANY  OTHER
INFORMATION ESTABLISHING THE FAIR MARKET VALUE SOUGHT BY THE BOARD;
  (III)  A  DESCRIPTION OF THE PURPOSE OF THE TRANSFER, AND A REASONABLE
STATEMENT OF THE KIND AND AMOUNT OF THE BENEFIT TO THE PUBLIC  RESULTING
FROM  THE  TRANSFER,  INCLUDING  BUT  NOT  LIMITED  TO THE KIND, NUMBER,
LOCATION, WAGES OR SALARIES OF JOBS CREATED OR PRESERVED AS REQUIRED  BY
THE  TRANSFER,  THE  BENEFITS,  IF  ANY, TO THE COMMUNITIES IN WHICH THE
ASSET IS SITUATED AS ARE REQUIRED BY THE TRANSFER;
  (IV) A STATEMENT OF THE VALUE TO BE  RECEIVED  COMPARED  TO  THE  FAIR
MARKET VALUE;
  (V)  THE  NAMES  OF ANY PRIVATE PARTIES PARTICIPATING IN THE TRANSFER,
AND IF DIFFERENT THAN THE STATEMENT REQUIRED  BY  CLAUSE  (IV)  OF  THIS
SUBPARAGRAPH, A STATEMENT OF THE VALUE TO THE PRIVATE PARTY; AND
  (VI)  THE  NAMES  OF  OTHER PRIVATE PARTIES WHO HAVE MADE AN OFFER FOR
SUCH ASSET, THE VALUE OFFERED, AND THE PURPOSE FOR WHICH THE  ASSET  WAS
SOUGHT TO BE USED.
  (C)  BEFORE  APPROVING THE DISPOSAL OF ANY PROPERTY FOR LESS THAN FAIR
MARKET VALUE, THE BOARD OF COMMISSIONERS SHALL CONSIDER THE  INFORMATION
DESCRIBED  IN  SUBPARAGRAPH  (B)  OF  THIS  PARAGRAPH AND MAKE A WRITTEN
DETERMINATION THAT THERE IS NO REASONABLE ALTERNATIVE  TO  THE  PROPOSED
BELOW-MARKET TRANSFER THAT WOULD ACHIEVE THE SAME PURPOSE OF SUCH TRANS-
FER.
  S  3.  ANNUAL REPORT. A. THE PORT AUTHORITY SHALL SUBMIT TO THE GOVER-
NOR, THE STATE COMPTROLLER AND THE LEGISLATURE  OF  EACH  STATE,  WITHIN
NINETY  DAYS  AFTER  THE END OF ITS FISCAL YEAR, A COMPLETE AND DETAILED
REPORT OR REPORTS SETTING FORTH: (1) ITS OPERATIONS AND ACCOMPLISHMENTS;
(2) ITS 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 PORT AUTHORITY, INCLUDING  (A)  AUDITED  FINAN-
CIALS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, KNOWN
AS  GAAP,  AND  THE  ACCOUNTING  STANDARDS  ISSUED  BY  THE GOVERNMENTAL
ACCOUNTING STANDARDS  BOARD,  KNOWN  AS  GASB,  (B)  GRANT  AND  SUBSIDY
PROGRAMS,  (C)  OPERATING  AND  FINANCIAL RISKS, (D) CURRENT RATINGS, IF
ANY, OF ITS BONDS ISSUED BY RECOGNIZED BOND RATING AGENCIES  AND  NOTICE

S. 7721                             9

OF  CHANGES  IN  SUCH  RATINGS, AND (E) LONG-TERM LIABILITIES, INCLUDING
LEASES AND EMPLOYEE BENEFIT PLANS; (3) 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 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;  (4)  A  COMPENSATION
SCHEDULE  THAT  SHALL INCLUDE, BY POSITION, TITLE AND NAME OF THE PERSON
HOLDING SUCH POSITION OR  TITLE,  THE  SALARY,  COMPENSATION,  ALLOWANCE
AND/OR BENEFITS PROVIDED TO ANY OFFICER, DIRECTOR OR EMPLOYEE IN A DECI-
SION  MAKING OR MANAGERIAL POSITION OF SUCH AUTHORITY WHOSE SALARY IS IN
EXCESS OF ONE HUNDRED THOUSAND DOLLARS;  (5)  BIOGRAPHICAL  INFORMATION,
NOT  INCLUDING  CONFIDENTIAL PERSONAL INFORMATION, FOR ALL DIRECTORS AND
OFFICERS AND EMPLOYEES FOR WHOM SALARY REPORTING IS  REQUIRED;  (6)  THE
PROJECTS  UNDERTAKEN BY SUCH AUTHORITY DURING THE PAST YEAR; (7) A LIST-
ING AND DESCRIPTION, IN ADDITION TO THE REPORT REQUIRED BY  SUBPARAGRAPH
(C) OF PARAGRAPH TWO OF SUBDIVISION B OF SECTION TWO OF THIS ARTICLE, OF
ALL REAL PROPERTY OF THE AUTHORITY HAVING AN ESTIMATED FAIR MARKET VALUE
IN  EXCESS  OF  FIFTEEN  THOUSAND DOLLARS 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 SELL-
ER  FOR  ALL  SUCH  PROPERTY SOLD OR BOUGHT BY THE AUTHORITY DURING SUCH
PERIOD; (8) SUCH AUTHORITY'S CODE OF ETHICS; (9) AN  ASSESSMENT  OF  THE
EFFECTIVENESS  OF  ITS INTERNAL CONTROL STRUCTURE AND PROCEDURES; (10) A
DESCRIPTION OF THE AUTHORITY AND  ITS  BOARD  STRUCTURE,  INCLUDING  (A)
NAMES  OF  COMMITTEES AND COMMITTEE MEMBERS, (B) LISTS OF BOARD MEETINGS
AND ATTENDANCE, (C) DESCRIPTIONS OF MAJOR AUTHORITY UNITS, SUBSIDIARIES,
AND (D) NUMBER OF EMPLOYEES; (11) ITS CHARTER, IF ANY, AND BY-LAWS; (12)
A LISTING OF MATERIAL CHANGES IN  OPERATIONS  AND  PROGRAMS  DURING  THE
REPORTING  YEAR; (13) 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 MEASUREMENT OF FINANCIAL AND OPERATING PERFORMANCE; (14)  ITS  BOARD
PERFORMANCE  EVALUATIONS; PROVIDED, HOWEVER, THAT SUCH EVALUATIONS SHALL
NOT BE SUBJECT TO DISCLOSURE UNDER THE FREEDOM OF  INFORMATION  LAWS  OF
EACH  STATE; (15) A DESCRIPTION OF THE TOTAL AMOUNTS OF ASSETS, SERVICES
OR BOTH ASSETS AND SERVICES BOUGHT OR SOLD WITHOUT COMPETITIVE  BIDDING,
INCLUDING  (A) THE NATURE OF THOSE ASSETS AND SERVICES, (B) THE NAMES OF
THE  COUNTERPARTIES,  AND  (C)  WHERE  THE  CONTRACT  PRICE  FOR  ASSETS
PURCHASED  EXCEEDS  FAIR  MARKET  VALUE, OR WHERE THE CONTRACT PRICE FOR
ASSETS SOLD IS LESS THAN FAIR MARKET VALUE, A  DETAILED  EXPLANATION  OF
THE  JUSTIFICATION  FOR  MAKING THE PURCHASE OR SALE WITHOUT COMPETITIVE
BIDDING, AND A CERTIFICATION BY THE CHIEF EXECUTIVE  OFFICER  AND  CHIEF
FINANCIAL  OFFICER  OF  THE  PORT  AUTHORITY THAT THEY HAVE REVIEWED THE
TERMS OF SUCH PURCHASE OR SALE AND  DETERMINED  THAT  IT  COMPLIES  WITH
APPLICABLE LAW AND PROCUREMENT GUIDELINES; AND (16) A DESCRIPTION OF ANY
MATERIAL PENDING LITIGATION IN WHICH THE PORT AUTHORITY IS INVOLVED AS A
PARTY DURING THE REPORTING YEAR.
  B.  THE  PORT  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

S. 7721                            10

SUCH  INFORMATION  IS  EXEMPT FROM DISCLOSURE PURSUANT TO EITHER STATE'S
FREEDOM OF INFORMATION LAWS.
  C.  EVERY  FINANCIAL  REPORT  SUBMITTED  UNDER  THIS  SECTION SHALL BE
APPROVED BY THE BOARD AND SHALL BE CERTIFIED IN WRITING BY THE CHAIR AND
VICE-CHAIR OF THE BOARD; AND THE EXECUTIVE  DIRECTOR,  DEPUTY  EXECUTIVE
DIRECTOR  AND  CHIEF FINANCIAL OFFICER OF THE PORT AUTHORITY, THAT BASED
ON THE OFFICER'S KNOWLEDGE (1) THE INFORMATION PROVIDED THEREIN IS ACCU-
RATE, CORRECT AND DOES NOT CONTAIN  ANY  UNTRUE  STATEMENT  OF  MATERIAL
FACT; (2) DOES NOT OMIT ANY MATERIAL FACT WHICH, IF OMITTED, WOULD CAUSE
THE  FINANCIAL STATEMENTS TO BE MISLEADING IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH SUCH STATEMENTS ARE MADE; AND (3)  FAIRLY  PRESENTS  IN  ALL
MATERIAL  RESPECTS  THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE AUTHORITY AS OF, AND FOR, THE PERIODS  PRESENTED  IN  THE  FINANCIAL
STATEMENTS.
  S 4. INDEPENDENT AUDITS AND AUDIT REPORTS. A. THE PORT AUTHORITY SHALL
SUBMIT  TO  THE  GOVERNOR, THE STATE COMPTROLLER, AND THE LEGISLATURE OF
EACH STATE, TOGETHER WITH THE REPORT DESCRIBED IN SECTION THREE OF  THIS
ARTICLE,  A  COPY OF THE ANNUAL INDEPENDENT AUDIT REPORT, PERFORMED BY A
CERTIFIED PUBLIC ACCOUNTING FIRM IN ACCORDANCE WITH  GENERALLY  ACCEPTED
AUDITING  STANDARDS,  AND MANAGEMENT LETTER AND ANY OTHER EXTERNAL EXAM-
INATION OF THE BOOKS AND ACCOUNTS OF THE AUTHORITY.
  B. EACH CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM THAT PERFORMS ANY
AUDIT REQUIRED BY THIS ARTICLE SHALL TIMELY REPORT TO THE AUDIT  COMMIT-
TEE  OF  SUCH  AUTHORITY: (1) ALL CRITICAL ACCOUNTING POLICIES AND PRAC-
TICES TO BE USED; (2) ALL ALTERNATIVE TREATMENTS OF  FINANCIAL  INFORMA-
TION  WITHIN  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES THAT HAVE BEEN
DISCUSSED WITH MANAGEMENT OFFICIALS OF THE PORT AUTHORITY, RAMIFICATIONS
OF THE USE OF SUCH  ALTERNATIVE  DISCLOSURES  AND  TREATMENTS,  AND  THE
TREATMENT PREFERRED BY THE CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM;
AND  (3)  OTHER  MATERIAL  WRITTEN  COMMUNICATIONS BETWEEN THE CERTIFIED
INDEPENDENT PUBLIC ACCOUNTING FIRM AND THE MANAGEMENT OF THE  AUTHORITY,
INCLUDING  AS  THE MANAGEMENT LETTER ALONG WITH MANAGEMENT'S RESPONSE OR
PLAN OF CORRECTIVE ACTION, MATERIAL CORRECTIONS IDENTIFIED  OR  SCHEDULE
OF UNADJUSTED DIFFERENCES, WHERE APPLICABLE.
  C.  NOTWITHSTANDING  ANY  OTHER  PROVISION OF LAW TO THE CONTRARY, THE
CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM PROVIDING SUCH  AUTHORITY'S
ANNUAL  INDEPENDENT AUDIT WILL BE PROHIBITED IN PROVIDING AUDIT SERVICES
TO THE AUTHORITY IF THE LEAD OR COORDINATING AUDIT PARTNER HAVING PRIMA-
RY RESPONSIBILITY FOR THE AUDIT, OR THE AUDIT  PARTNER  RESPONSIBLE  FOR
REVIEWING  THE  AUDIT,  HAS  PERFORMED AUDIT SERVICES FOR THAT ISSUER IN
EACH OF THE FIVE PREVIOUS FISCAL YEARS OF SUCH AUTHORITY.
  D. THE CERTIFIED INDEPENDENT PUBLIC  ACCOUNTING  FIRM  PERFORMING  THE
PORT AUTHORITY'S AUDIT SHALL BE PROHIBITED FROM PERFORMING ANY NON-AUDIT
SERVICES  TO  SUCH  AUTHORITY  CONTEMPORANEOUSLY  WITH THE AUDIT, UNLESS
RECEIVING PREVIOUS WRITTEN APPROVAL BY THE  AUDIT  COMMITTEE  INCLUDING:
(1)  BOOKKEEPING  OR OTHER SERVICES RELATED TO THE ACCOUNTING RECORDS OR
FINANCIAL  STATEMENTS  OF  SUCH  AUTHORITY;  (2)  FINANCIAL  INFORMATION
SYSTEMS  DESIGN AND IMPLEMENTATION; (3) APPRAISAL OR VALUATION SERVICES,
FAIRNESS  OPINIONS,  OR  CONTRIBUTION-IN-KIND  REPORTS;  (4)   ACTUARIAL
SERVICES;  (5) INTERNAL AUDIT OUTSOURCING SERVICES; (6) MANAGEMENT FUNC-
TIONS OR HUMAN SERVICES; (7) BROKER OR DEALER,  INVESTMENT  ADVISOR,  OR
INVESTMENT  BANKING SERVICES; AND (8) LEGAL SERVICES AND EXPERT SERVICES
UNRELATED TO THE AUDIT.
  E. IT  SHALL  BE  PROHIBITED  FOR  ANY  CERTIFIED  INDEPENDENT  PUBLIC
ACCOUNTING  FIRM  TO PERFORM FOR THE PORT AUTHORITY ANY AUDIT SERVICE IF
THE CHIEF EXECUTIVE OFFICER, COMPTROLLER, CHIEF FINANCIAL OFFICER, CHIEF

S. 7721                            11

ACCOUNTING OFFICER, OR ANY OTHER PERSON SERVING IN AN  EQUIVALENT  POSI-
TION  FOR  THE  AUTHORITY,  WAS  EMPLOYED  BY THAT CERTIFIED INDEPENDENT
PUBLIC ACCOUNTING FIRM AND PARTICIPATED IN ANY CAPACITY IN THE AUDIT  OF
THE  AUTHORITY  DURING  THE  ONE  YEAR  PERIOD PRECEDING THE DATE OF THE
INITIATION OF THE AUDIT.
  F. NOTWITHSTANDING ANY PROVISION OF LAW  TO  THE  CONTRARY,  THE  PORT
AUTHORITY MAY EXEMPT INFORMATION FROM DISCLOSURE OR REPORT, IF THE COUN-
SEL  OF  SUCH AUTHORITY DEEMS THAT SUCH INFORMATION IS COVERED BY EITHER
STATE'S FREEDOM OF INFORMATION LAWS.
  S 5. WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM. A. DEFINITIONS.
  (1) "ATTORNEY GENERAL" SHALL MEAN THE ATTORNEY GENERAL OF THE STATE OF
NEW YORK AND THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY.
  (2) "EMPLOYEES" MEANS THOSE PERSONS EMPLOYED AT  THE  PORT  AUTHORITY,
INCLUDING  BUT  NOT LIMITED TO: FULL-TIME AND PART-TIME EMPLOYEES, THOSE
EMPLOYEES ON PROBATION, AND TEMPORARY EMPLOYEES.
  (3) "INSPECTOR GENERAL" SHALL MEAN THE INSPECTOR GENERAL OF  THE  PORT
AUTHORITY.
  (4)  "WHISTLEBLOWER" SHALL MEAN ANY EMPLOYEE OF THE PORT AUTHORITY WHO
DISCLOSES INFORMATION CONCERNING ACTS OF WRONGDOING, MISCONDUCT, MALFEA-
SANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY AN EMPLOYEE OR BOARD MEMBER OF
THE AUTHORITY, CONCERNING THE AUTHORITY'S INVESTMENTS, TRAVEL,  ACQUISI-
TION  OF  REAL OR PERSONAL PROPERTY, THE DISPOSITION OF REAL OR PERSONAL
PROPERTY AND THE PROCUREMENT OF GOODS AND SERVICES.
  B. THE INSPECTOR GENERAL, AFTER CONSULTATION WITH THE ATTORNEY GENERAL
OF BOTH STATES SHALL  DEVELOP  A  WHISTLEBLOWER  ACCESS  AND  ASSISTANCE
PROGRAM WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO:
  (1)  EVALUATING  AND COMMENTING ON WHISTLEBLOWER PROGRAMS AND POLICIES
BY BOARD OF COMMISSIONERS PURSUANT TO PARAGRAPH FIVE OF SUBDIVISION A OF
SECTION TWO OF ARTICLE IV OF THIS ACT;
  (2) ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE  TO
EMPLOYEES;
  (3)  OFFERING  ADVICE REGARDING EMPLOYEE RIGHTS UNDER APPLICABLE STATE
AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL PERSONS; AND
  (4) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
ING ANY ISSUE AT THE PORT AUTHORITY.
  C. ANY COMMUNICATIONS BETWEEN AN EMPLOYEE AND  THE  INSPECTOR  GENERAL
PURSUANT  TO  THIS  SECTION  SHALL  BE HELD STRICTLY CONFIDENTIAL BY THE
INSPECTOR GENERAL, UNLESS THE EMPLOYEE SPECIFICALLY  WAIVES  IN  WRITING
THE RIGHT TO CONFIDENTIALITY, EXCEPT THAT SUCH CONFIDENTIALITY SHALL NOT
EXEMPT  THE  INSPECTOR  GENERAL  FROM DISCLOSING SUCH INFORMATION, WHERE
APPROPRIATE, TO ANY LAW ENFORCEMENT AUTHORITY.
  D. THE PORT AUTHORITY SHALL  NOT  FIRE,  DISCHARGE,  DEMOTE,  SUSPEND,
THREATEN,  HARASS  OR  DISCRIMINATE  AGAINST  AN EMPLOYEE BECAUSE OF THE
EMPLOYEE'S ROLE AS A WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY  THE
EMPLOYEE ARE LEGAL.
  S 6. LOBBYING CONTACTS. A. DEFINITIONS. AS USED IN THIS ARTICLE:
  (1)  "LOBBYIST" SHALL HAVE THE SAME MEANING AS DEFINED IN THE LAWS OR,
RULES OR REGULATIONS OF EITHER STATE.
  (2) "LOBBYING" SHALL MEAN AND INCLUDE ANY ATTEMPT TO INFLUENCE:
  (A) THE ADOPTION OR REJECTION OF ANY RULE  OR  REGULATION  HAVING  THE
FORCE AND EFFECT OF LAW BY THE PORT AUTHORITY,
  (B)  THE OUTCOME OF ANY PROCEEDING BY THE PORT AUTHORITY TO ESTABLISH,
LEVY OR COLLECT FEES, TOLLS, CHARGES OR FARES, AND
  (C) THE AUTHORIZATION, APPROVAL OR AWARD OF ANY AGREEMENTS,  CONTRACTS
OR  PURCHASE  ORDERS, INCLUDING ANY SETTLEMENT OF PORT AUTHORITY CLAIMS;

S. 7721                            12

OR ANY EXTENSION, AMENDMENT OR MODIFICATION OF ANY  EXISTING  AGREEMENT,
CONTRACT OR ORDER.
  (3)  "CONTACT" SHALL MEAN ANY CONVERSATION, IN PERSON OR BY TELEPHONIC
OR OTHER  ELECTRONIC  MEANS,  OR  CORRESPONDENCE  BETWEEN  ANY  LOBBYIST
ENGAGED  IN THE ACT OF LOBBYING AND ANY PERSON WITHIN THE PORT AUTHORITY
WHO CAN MAKE OR INFLUENCE A DECISION ON THE SUBJECT OF THE  LOBBYING  ON
BEHALF OF THE AUTHORITY, AND SHALL INCLUDE, AT A MINIMUM, ALL MEMBERS OF
THE BOARD OF COMMISSIONERS AND ALL OFFICERS OF THE PORT AUTHORITY.
  B. THE PORT AUTHORITY SHALL MAINTAIN A RECORD OF ALL LOBBYING CONTACTS
MADE WITH SUCH AUTHORITY.
  C.  EVERY  BOARD MEMBER, OFFICER OR EMPLOYEE OF THE PORT AUTHORITY WHO
IS CONTACTED BY A LOBBYIST SHALL MAKE A CONTEMPORANEOUS RECORD  OF  SUCH
CONTACT  CONTAINING THE DAY AND TIME OF THE CONTACT, THE IDENTITY OF THE
LOBBYIST AND A GENERAL SUMMARY OF THE SUBSTANCE OF THE CONTACT.
  D. THE PORT AUTHORITY SHALL ADOPT A POLICY IMPLEMENTING  THE  REQUIRE-
MENTS  OF  THIS  SECTION WITHIN ONE HUNDRED EIGHTY DAYS OF THE EFFECTIVE
DATE OF THIS ARTICLE.  SUCH POLICY SHALL APPOINT AN OFFICER TO WHOM  ALL
SUCH  RECORDS  SHALL  BE  DELIVERED.    SUCH OFFICER SHALL MAINTAIN SUCH
RECORDS FOR NOT LESS THAN SEVEN YEARS IN A  FILING  SYSTEM  DESIGNED  TO
ORGANIZE  SUCH  RECORDS IN A MANNER SO AS TO MAKE SUCH RECORDS USEFUL TO
DETERMINE WHETHER THE DECISIONS OF  THE  AUTHORITY  WERE  INFLUENCED  BY
LOBBYING CONTACTS.
  S  7.  INSPECTOR GENERAL. A. ESTABLISHMENT AND ORGANIZATION. (1) THERE
IS HEREBY ESTABLISHED THE OFFICE OF THE INSPECTOR GENERAL  IN  THE  PORT
AUTHORITY.    THE  HEAD OF THE OFFICE SHALL BE THE INSPECTOR GENERAL WHO
SHALL BE APPOINTED BY, AND REPORT TO, THE BOARD OF COMMISSIONERS OF  THE
PORT AUTHORITY.
  (2)  THE  INSPECTOR GENERAL SHALL HOLD OFFICE AT THE DISCRETION OF THE
BOARD OF COMMISSIONERS AND UNTIL HIS OR HER SUCCESSOR IS  APPOINTED  AND
HAS QUALIFIED.
  (3)  THE  INSPECTOR  GENERAL MAY APPOINT ONE OR MORE DEPUTY INSPECTORS
GENERAL TO SERVE AT HIS OR HER PLEASURE, WHO SHALL  BE  RESPONSIBLE  FOR
CONDUCTING AUDITS AND INVESTIGATIONS IN THE PORT AUTHORITY.
  B.  FUNCTIONS AND DUTIES. THE INSPECTOR GENERAL SHALL HAVE THE FOLLOW-
ING DUTIES AND RESPONSIBILITIES:
  (1) RECEIVE AND INVESTIGATE COMPLAINTS FROM ANY SOURCE, OR UPON HIS OR
HER OWN INITIATIVE, CONCERNING ALLEGATIONS OF CORRUPTION, FRAUD,  CRIMI-
NAL  ACTIVITY,  CONFLICTS  OF INTEREST OR ABUSE IN THE PORT AUTHORITY OR
ITS SUBSIDIARIES;
  (2) INFORM THE BOARD OF COMMISSIONERS AND EXECUTIVE DIRECTOR  OF  SUCH
ALLEGATIONS  AND  THE PROGRESS OF INVESTIGATIONS RELATED THERETO, UNLESS
SPECIAL CIRCUMSTANCES REQUIRE CONFIDENTIALITY;
  (3) DETERMINE WITH RESPECT TO SUCH  ALLEGATIONS  WHETHER  DISCIPLINARY
ACTION,  CIVIL  OR  CRIMINAL PROSECUTION, OR FURTHER INVESTIGATION BY AN
APPROPRIATE FEDERAL, STATE OR LOCAL AGENCY IS WARRANTED, AND  TO  ASSIST
IN SUCH INVESTIGATIONS;
  (4) PREPARE AND RELEASE TO THE PUBLIC WRITTEN REPORTS OF SUCH INVESTI-
GATIONS,  AS  APPROPRIATE AND TO THE EXTENT PERMITTED BY LAW, SUBJECT TO
REDACTION TO PROTECT THE CONFIDENTIALITY OF WITNESSES.  THE  RELEASE  OF
ALL OR PORTIONS OF SUCH REPORTS MAY BE DEFERRED TO PROTECT THE CONFIDEN-
TIALITY OF ONGOING INVESTIGATIONS;
  (5) REVIEW AND EXAMINE PERIODICALLY THE POLICIES AND PROCEDURES OF THE
PORT   AUTHORITY   WITH  REGARD  TO  THE  PREVENTION  AND  DETECTION  OF
CORRUPTION, FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
  (6) RECOMMEND REMEDIAL ACTION  TO  PREVENT  OR  ELIMINATE  CORRUPTION,
FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;

S. 7721                            13

  (7)  ESTABLISH  PROGRAMS  FOR  TRAINING  PORT  AUTHORITY  OFFICERS AND
EMPLOYEES REGARDING THE PREVENTION AND ELIMINATION OF CORRUPTION, FRAUD,
CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE.
  C. POWERS. THE INSPECTOR GENERAL SHALL HAVE THE POWER TO:
  (1) SUBPOENA AND ENFORCE THE ATTENDANCE OF WITNESSES;
  (2) ADMINISTER OATHS OR AFFIRMATIONS AND EXAMINE WITNESSES UNDER OATH;
  (3)  REQUIRE THE PRODUCTION OF ANY BOOKS AND PAPERS DEEMED RELEVANT OR
MATERIAL TO ANY INVESTIGATION, EXAMINATION OR REVIEW;
  (4) NOTWITHSTANDING ANY LAW TO  THE  CONTRARY,  EXAMINE  AND  COPY  OR
REMOVE  DOCUMENTS OR RECORDS OF ANY KIND PREPARED, MAINTAINED OR HELD BY
THE PORT AUTHORITY AND ITS SUBSIDIARIES;
  (5) REQUIRE ANY OFFICER OR EMPLOYEE  OF  THE  PORT  AUTHORITY  OR  ITS
SUBSIDIARIES  TO  ANSWER  QUESTIONS CONCERNING ANY MATTER RELATED TO THE
PERFORMANCE OF HIS  OR  HER  OFFICIAL  DUTIES.  NO  STATEMENT  OR  OTHER
EVIDENCE  DERIVED THEREFROM MAY BE USED AGAINST SUCH OFFICER OR EMPLOYEE
IN ANY  SUBSEQUENT  CRIMINAL  PROSECUTION  OTHER  THAN  FOR  PERJURY  OR
CONTEMPT  ARISING  FROM  SUCH  TESTIMONY.  THE REFUSAL OF ANY OFFICER OR
EMPLOYEE TO ANSWER QUESTIONS SHALL BE CAUSE FOR REMOVAL FROM  OFFICE  OR
EMPLOYMENT OR OTHER APPROPRIATE PENALTY;
  (6)  MONITOR THE IMPLEMENTATION BY THE PORT AUTHORITY OF ANY RECOMMEN-
DATIONS MADE BY THE INSPECTOR GENERAL;
  (7) PERFORM ANY OTHER FUNCTIONS THAT ARE NECESSARY OR  APPROPRIATE  TO
FULFILL THE DUTIES AND RESPONSIBILITIES OF OFFICE.
  D.  RESPONSIBILITIES  OF  PORT AUTHORITY OFFICERS AND EMPLOYEES. EVERY
OFFICER OR EMPLOYEE IN THE PORT AUTHORITY  AND  ITS  SUBSIDIARIES  SHALL
REPORT  PROMPTLY  TO  THE  INSPECTOR  GENERAL ANY INFORMATION CONCERNING
CORRUPTION, FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE  BY
ANOTHER PORT AUTHORITY OFFICER OR EMPLOYEE RELATING TO HIS OR HER OFFICE
OR  EMPLOYMENT,  OR  BY  A PERSON HAVING BUSINESS DEALINGS WITH THE PORT
AUTHORITY RELATING TO THOSE DEALINGS. THE KNOWING FAILURE OF ANY OFFICER
OR EMPLOYEE TO SO REPORT SHALL BE  CAUSE  FOR  REMOVAL  FROM  OFFICE  OR
EMPLOYMENT  OR  OTHER  APPROPRIATE  PENALTY. ANY OFFICER OR EMPLOYEE WHO
ACTS PURSUANT TO THIS SECTION BY  REPORTING  TO  THE  INSPECTOR  GENERAL
IMPROPER  GOVERNMENTAL  ACTION SHALL NOT BE SUBJECT TO DISMISSAL, DISCI-
PLINE OR OTHER ADVERSE PERSONNEL ACTION.
  S 8. REPORTING OF PORT AUTHORITY DEBT. AT LEAST SIXTY  DAYS  PRIOR  TO
THE  END  OF  ITS  FISCAL  YEAR,  THE PORT AUTHORITY SHALL SUBMIT TO THE
GOVERNOR, STATE COMPTROLLER AND LEGISLATURE OF EACH STATE A STATEMENT OF
INTENT TO GUIDE THE AUTHORITY'S ISSUANCE AND OVERALL  AMOUNT  OF  BONDS,
NOTES, OR OTHER DEBT OBLIGATIONS IT MAY ISSUE DURING THE UPCOMING FISCAL
YEAR.
  S 9. SUBSIDIARIES OF THE PORT AUTHORITY. A. NOTWITHSTANDING ANY LAW TO
THE  CONTRARY,  THE  PORT AUTHORITY SHALL NOT HAVE THE POWER TO ORGANIZE
ANY SUBSIDIARY CORPORATION UNLESS THE LEGISLATURE OF BOTH  STATES  SHALL
HAVE  ENACTED  A LAW GRANTING THE AUTHORITY SUCH POWER FOR THE ORGANIZA-
TION OF A SPECIFIC CORPORATION, PROVIDED, HOWEVER, THAT THE PORT AUTHOR-
ITY MAY ORGANIZE A SUBSIDIARY  CORPORATION  PURSUANT  TO  THE  FOLLOWING
REQUIREMENTS:
  (1)  THE  PURPOSE FOR WHICH THE SUBSIDIARY CORPORATION SHALL BE ORGAN-
IZED SHALL BE FOR A PROJECT OR PROJECTS  WHICH  THE  AUTHORITY  HAS  THE
POWER TO PURSUE PURSUANT TO ITS CORPORATE PURPOSES;
  (2)  THE  PRIMARY REASON FOR WHICH THE SUBSIDIARY CORPORATION SHALL BE
ORGANIZED SHALL BE TO  LIMIT  THE  POTENTIAL  LIABILITY  IMPACT  OF  THE
SUBSIDIARY'S  PROJECT  OR  PROJECTS ON THE AUTHORITY OR BECAUSE STATE OR
FEDERAL LAW REQUIRES THAT THE PURPOSE  OF  A  SUBSIDIARY  BE  UNDERTAKEN
THROUGH A SPECIFIC CORPORATE STRUCTURE; AND

S. 7721                            14

  (3)  THE  SUBSIDIARY  CORPORATION  SHALL  MAKE  THE  REPORTS AND OTHER
DISCLOSURES AS ARE REQUIRED BY THE PORT AUTHORITY, UNLESS THE SUBSIDIARY
CORPORATION'S OPERATIONS AND FINANCES ARE CONSOLIDATED WITH THOSE OF THE
AUTHORITY.
  B.  IN  SUCH  CASES  WHERE  THE PORT AUTHORITY IS GRANTED THE POWER TO
ORGANIZE A SUBSIDIARY CORPORATION PURSUANT  TO  SUBDIVISION  A  OF  THIS
SECTION,  THE AUTHORITY SHALL FILE, NO LESS THAN SIXTY DAYS PRIOR TO THE
FORMATION OF SUCH SUBSIDIARY, NOTICE TO THE GOVERNOR,  THE  COMPTROLLER,
AND THE LEGISLATURE OF EACH STATE THAT IT WILL BE CREATING A SUBSIDIARY.
  C.  SUBSIDIARY CORPORATIONS FORMED UNDER SUBDIVISION A OF THIS SECTION
SHALL NOT HAVE THE AUTHORITY TO  ISSUE  BONDS,  NOTES  OR  OTHER  DEBTS,
PROVIDED,  HOWEVER, THAT SUCH SUBSIDIARY CORPORATIONS MAY ISSUE NOTES OR
OTHER DEBT TO THE PORT AUTHORITY. NO SUCH DEBT ISSUED BY THE  SUBSIDIARY
TO  THE AUTHORITY SHALL IN TOTAL EXCEED, AT ANY TIME, A PRINCIPAL AMOUNT
OF FIVE HUNDRED THOUSAND DOLLARS OR, DURING THE NINE  MONTHS  AFTER  THE
FORMATION OF THE SUBSIDIARY, ONE MILLION DOLLARS.
  D.  THE CERTIFICATE OF INCORPORATION OR OTHER DOCUMENT FILED TO ORGAN-
IZE A SUBSIDIARY CORPORATION UNDER THIS SECTION  SHALL  STATE  THAT  THE
PORT AUTHORITY IS THE PERSON ORGANIZING THE CORPORATION.
  E.  ON  OR  BEFORE THE FIRST DAY OF JANUARY, TWO THOUSAND FIFTEEN, AND
ANNUALLY ON SUCH DAY THEREAFTER, ANY SUBSIDIARY CORPORATION, IN  COOPER-
ATION  WITH THE PORT AUTHORITY, SHALL PROVIDE TO THE GOVERNOR AND LEGIS-
LATURE OF EACH STATE A REPORT ON THE SUBSIDIARY CORPORATION. SUCH REPORT
SHALL INCLUDE FOR EACH SUBSIDIARY:
  (1) THE COMPLETE LEGAL NAME, ADDRESS AND CONTACT  INFORMATION  OF  THE
SUBSIDIARY;
  (2) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;
  (3)  THE  COMPLETE BYLAWS AND LEGAL ORGANIZATION PAPERS OF THE SUBSID-
IARY;
  (4) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
OF THE SUBSIDIARY, INCLUDING A STATEMENT OF JUSTIFICATION AS TO WHY  THE
SUBSIDIARY  IS NECESSARY TO CONTINUE ITS OPERATIONS FOR THE PUBLIC BENE-
FIT FOR THE PEOPLE OF BOTH STATES; AND
  (5) ANY OTHER INFORMATION THE SUBSIDIARY CORPORATION  DEEMS  IMPORTANT
TO INCLUDE IN SUCH REPORT.
  S  10. FINANCIAL DISCLOSURE. 1. NOTWITHSTANDING ANY OTHER PROVISION OF
LAW TO THE CONTRARY, THE COMMISSIONERS, OFFICERS, AND EMPLOYEES  OF  THE
PORT  AUTHORITY  SHALL  FILE  ANNUAL  FINANCIAL DISCLOSURE STATEMENTS AS
PROVIDED IN THIS SECTION.
  2. (A) THE COMMISSIONERS APPOINTED BY THE GOVERNOR FROM THE  STATE  OF
NEW  YORK  SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS PURSUANT TO
SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.
  (B) EMPLOYEES OF THE PORT AUTHORITY WHO HOLD A POLICY-MAKING POSITION,
AS DETERMINED BY THE PORT AUTHORITY, OR WHOSE ANNUAL  SALARY  EQUALS  OR
EXCEEDS THE SALARY RATE OF SG-24 AS SET FORTH IN PARAGRAPH A OF SUBDIVI-
SION  ONE  OF  SECTION  130 OF THE CIVIL SERVICE LAW OF THE STATE OF NEW
YORK AS OF APRIL FIRST OF THE YEAR IN WHICH AN ANNUAL FINANCIAL  DISCLO-
SURE  STATEMENT  SHALL  BE FILED, SHALL FILE ANNUAL FINANCIAL DISCLOSURE
STATEMENTS PURSUANT TO SECTION SEVENTY-THREE-A OF  THE  PUBLIC  OFFICERS
LAW.
  (C)  ANY  PERSON  WHO IS REQUIRED TO FILE ANNUAL DISCLOSURE STATEMENTS
PURSUANT TO THIS PARAGRAPH AND PARAGRAPH (B) OF THIS  SUBDIVISION  SHALL
BE  SUBJECT  TO THE PROVISIONS, INCLUDING THE ENFORCEMENT PROVISIONS, OF
SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.

S. 7721                            15

  (D) THE COMMISSIONERS APPOINTED BY THE GOVERNOR FROM THE STATE OF  NEW
JERSEY  SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS AS REQUIRED BY
NEW JERSEY STATE LAW OR EXECUTIVE ORDER.
  S  11.  THE  PORT  AUTHORITY  SHALL  REQUIRE AN EFFICIENCY STUDY TO BE
CONDUCTED BY AN OUTSIDE, INDEPENDENT EFFICIENCY EXPERT TO IDENTIFY WASTE
OR ABUSE INVOLVING THE AUTHORITY. THE INITIAL STUDY SHALL  BE  COMPLETED
WITHIN  TWELVE MONTHS OF THE EFFECTIVE DATE OF THIS ACT, AND MADE PUBLIC
AT THE FIRST PUBLIC MEETING OF THE BOARD OF COMMISSIONERS FOLLOWING  THE
COMPLETION  OF THE INITIAL STUDY.  SUBSEQUENT STUDIES SHALL BE COMPLETED
AND MADE AVAILABLE TO THE PUBLIC EVERY TWO YEARS THEREAFTER. A  COPY  OF
EACH  STUDY  CONDUCTED SHALL BE SUBMITTED TO THE PORT AUTHORITY'S OFFICE
OF INSPECTOR GENERAL.
  S 12. ANNUAL OPERATING BUDGET;  CAPITAL  STRATEGY  PLAN.  1.  FOR  THE
PURPOSES OF THIS SECTION:
  (A)  "GAAP"  MEANS THE GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ESTAB-
LISHED BY THE GOVERNMENTAL ACCOUNTING STANDARDS BOARD.
  (B) "MAJOR CAPITAL PROJECT" MEANS AN UNDERTAKING OR  PROGRAM  FOR  THE
ACQUISITION,  CREATION,  OR  DEVELOPMENT OF ANY CROSSING, TRANSPORTATION
FACILITY, TERMINAL FACILITY, OR COMMERCE FACILITY OR ANY  PART  THEREOF,
WITH AN ESTIMATED TOTAL PROJECT COST IN EXCESS OF $500,000,000.
  2.  (A)  THE  PORT AUTHORITY SHALL PREPARE A DETAILED ANNUAL OPERATING
BUDGET BEGINNING WITH THE FISCAL YEAR  COMMENCING  AFTER  THE  EFFECTIVE
DATE OF THE CHAPTER OF THE LAWS OF 2014 WHICH ADDED THIS SECTION.
  (B)  THE INITIAL ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY AVAIL-
ABLE, INCLUDING ON THE PORT AUTHORITY'S INTERNET  WEBSITE,  IN  JULY  OF
EVERY FISCAL YEAR, AND A FINAL ANNUAL OPERATING BUDGET, WHICH SHALL TAKE
INTO ACCOUNT PUBLIC COMMENT, SHALL BE MADE AVAILABLE IN FEBRUARY OF EACH
FISCAL YEAR.
  (C) IT SHALL BE THE POLICY OF THE PORT AUTHORITY THAT ITS ANNUAL OPER-
ATING  BUDGET  BE BALANCED IN ACCORDANCE WITH GAAP PRINCIPLES, PROVIDED,
HOWEVER, SPECIAL CIRCUMSTANCES MAY PERMIT THAT DEFICITS BE COVERED  WITH
ACCRUED RESERVES OR OTHER RESOURCES.
  3.  (A) THE PORT AUTHORITY SHALL PREPARE A LONG-RANGE CAPITAL STRATEGY
PLAN AND SHALL REVISE THE LONG-RANGE PLAN  EVERY  FOUR  YEARS  BEGINNING
WITH  THE FISCAL YEAR COMMENCING AFTER THE EFFECTIVE DATE OF THE CHAPTER
OF THE LAWS OF 2014 WHICH ADDED THIS SECTION.
  (B) THE CAPITAL STRATEGY PLAN SHALL SPECIFY THE PROJECTS TO BE  INITI-
ATED AND THE EXPECTED COST OF THOSE PROJECTS. THE COMMITMENT PLANS SHALL
INCLUDE  A FINANCING PLAN THAT IDENTIFIES THE SOURCE OF FUNDING FOR EACH
PROJECT.
  (C) QUARTERLY REPORTS SHALL BE PREPARED BY THE PORT AUTHORITY AND MADE
PUBLICLY AVAILABLE WITH THE STATUS OF EACH PROJECT IN THE CAPITAL STRAT-
EGY PLAN. THESE REPORTS SHALL  COMPARE  ACTUAL  AND  TARGET  PERFORMANCE
MEASURES, INCLUDING BUT NOT LIMITED TO COSTS AND CONSTRUCTION SCHEDULES,
AND A NARRATIVE EXPLANATION OF ANY DISCREPANCY THEREOF.
  4.  THE  PORT AUTHORITY SHALL ALSO PROVIDE THAT MAJOR CAPITAL PROJECTS
ARE MONITORED BY INDEPENDENT ENGINEERING  CONSULTANTS.  THE  INDEPENDENT
CONSULTANTS  SHALL PREPARE QUARTERLY REPORTS TO BE PROVIDED TO THE BOARD
AND TO  THE  PUBLIC.  THE  QUARTERLY  REPORTS  PREPARED  BY  INDEPENDENT
CONSULTANTS SHALL INCLUDE, BUT NOT BE LIMITED TO, A COMPARISON OF ACTUAL
AND TARGET PERFORMANCE MEASURES INCLUDING, BUT NOT LIMITED TO, COSTS AND
CONSTRUCTION  SCHEDULES,  AND A NARRATIVE EXPLANATION OF ANY DISCREPANCY
THEREOF.
                              ARTICLE VII-C
  S 1. NEEDS ASSESSMENT. THE PORT AUTHORITY SHALL REQUIRE THAT  A  NEEDS
ASSESSMENT  BE  CONDUCTED BY AN INDEPENDENT ENTITY PRIOR TO ANY INCREASE

S. 7721                            16

IN FEES, TOLLS, CHARGES OR FARES. THE ASSESSMENT SHALL BE  PRESENTED  BY
THE INDEPENDENT ENTITY TO THE BOARD OF COMMISSIONERS AT A PUBLIC MEETING
TO  BE  HELD AT LEAST 120 DAYS PRIOR TO ANY MEETING OF THE COMMISSIONERS
TO VOTE TO INCREASE ANY FEES, TOLLS, CHARGES OR FARES.
  S  2.  FEES, TOLLS, CHARGES AND FARE INCREASES; HEARINGS. (A) NOT LESS
THAN 30 DAYS AND NOT MORE THAN 90 DAYS PRIOR TO ANY VOTE OR ACTION TAKEN
BY THE BOARD OF COMMISSIONERS RELATING TO ANY INCREASE IN THE TOLLS  FOR
THE  USE OF ANY PORT AUTHORITY BRIDGE OR TUNNEL, OR FARES FOR THE USE OF
THE PORT  AUTHORITY  TRANS-HUDSON  CORPORATION  RAIL  SYSTEM,  THE  PORT
AUTHORITY  SHALL  CONDUCT  AT  LEAST  SIX  PUBLIC  HEARINGS  IN A MANNER
PRESCRIBED PURSUANT TO THIS SECTION.
  (B) LOCATIONS FOR THE PUBLIC HEARINGS SHALL BE SELECTED IN SUCH A  WAY
AS TO BE GEOGRAPHICALLY ACCESSIBLE TO A MAJORITY OF USERS OF THE FACILI-
TY  OR FACILITIES TO BE IMPACTED BY THE TOLL OR FARE INCREASE, AS DETER-
MINED BY PORT AUTHORITY DATA, PROVIDED THAT AT LEAST ONE  HEARING  SHALL
BE HELD IN EACH STATE.
  (C)  AT  LEAST  72  HOURS  BEFORE  ANY  HEARING  HELD PURSUANT TO THIS
SECTION, THE PORT AUTHORITY  SHALL  MAKE  AVAILABLE  TO  THE  PUBLIC  BY
CONSPICUOUSLY POSTING, AT A MINIMUM, THE FOLLOWING INFORMATION IN ONE OR
MORE  DESIGNATED  AREAS  AND  ON  THE PORT AUTHORITY'S OFFICIAL INTERNET
WEBSITE:
  (1) THE AMOUNT OF REVENUE EXPECTED TO BE GENERATED FROM  THE  INCREASE
IN TOLLS OR FARES;
  (2)  A  DETAILED  EXPLANATION  OF  HOW  THE  REVENUES  RAISED FROM THE
INCREASE IN TOLLS OR FARES IS EXPECTED TO BE SPENT; AND
  (3) A WRITTEN EXPLANATION OF WHY THE INCREASE IN  TOLLS  OR  FARES  IS
NECESSARY.
  (D)  EACH  HEARING  SHALL  BE ATTENDED BY AT LEAST THREE COMMISSIONERS
FROM NEW YORK AND THREE COMMISSIONERS FROM NEW JERSEY IN OFFICE  AT  THE
TIME OF THE HEARING.
  (E) THE PORT AUTHORITY SHALL HOLD NO MORE THAN ONE PUBLIC HEARING IN A
SINGLE DAY, AND AT LEAST ONE-HALF OF THE PUBLIC HEARINGS SHALL BE SCHED-
ULED TO BEGIN AFTER 6LABOR P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
  S  3. PUBLIC PARTICIPATION. AT EACH PUBLIC MEETING OF THE BOARD AND AT
EACH PUBLIC MEETING OF EACH COMMITTEE, THE PUBLIC SHALL  BE  ALLOTTED  A
PERIOD  OF  TIME, NOT LESS THAN 60 MINUTES, TO SPEAK ON ANY TOPIC ON THE
AGENDA. THE PUBLIC SPEAKING PERIOD SHALL TAKE PLACE PRIOR TO  ANY  BOARD
OR COMMITTEE ACTION.
  S  4. AGENDAS AND RELATED DOCUMENTS. (A) THE PORT AUTHORITY SHALL MAKE
AVAILABLE TO THE PUBLIC MEETING AGENDAS 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 PORT AUTHORITY'S OFFICIAL INTERNET WEBSITE AT LEAST FIVE
BUSINESS DAYS BEFORE THE MEETING.
  (B) THE PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC  SUCH  DOCU-
MENTS  IN  THE  FOLLOWING  MANNER:  (1)  THE AGENDA AND PUBLIC DOCUMENTS
PERTAINING TO A BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC
INSPECTION AT AN OFFICE OF THE PORT AUTHORITY; AND (2)  THE  AGENDA  AND
PUBLIC  DOCUMENTS  PERTAINING  TO  A BOARD OR COMMITTEE MEETING SHALL BE
POSTED ON THE PORT AUTHORITY'S OFFICIAL INTERNET WEBSITE.  IN  ADDITION,
THE PORT 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 STATE AND THE NEW JERSEY STATE LEGISLATURES.

S. 7721                            17

  S 5. THE PORT AUTHORITY SHALL ENSURE THAT EACH OF THE REQUIREMENTS SET
FORTH IN SECTIONS TWO AND THREE OF THIS ARTICLE SHALL BE  COMPLIED  WITH
BEFORE  PLACING  ON THE MEETING AGENDA OF THE BOARD OF COMMISSIONERS ANY
ITEM OR MATTER RELATING TO AN INCREASE IN TOLLS, FEES OR OTHER CHARGES.
  S  6.  (A)  THE  PORT  AUTHORITY AT THE REQUEST OF EITHER HOUSE OF THE
STATE LEGISLATURE SHALL BE REQUIRED TO APPEAR BEFORE A COMMITTEE OF  THE
REQUESTING  STATE  LEGISLATURE  TO  PRESENT  TESTIMONY  ON  ANY TOPIC OR
SUBJECT REQUESTED BY THE COMMITTEE OR TO RESPOND TO QUESTIONS BY MEMBERS
OF SUCH COMMITTEE.
  (B) THE PORT AUTHORITY SHALL, AT A  MINIMUM,  BE  REPRESENTED  BY  THE
CHAIR OR VICE-CHAIR OF THE BOARD, THE EXECUTIVE DIRECTOR OR DEPUTY EXEC-
UTIVE DIRECTOR, THE CHIEF FINANCIAL OFFICER, AND ANY STAFF DEEMED NECES-
SARY  BY THE CHAIR OR VICE-CHAIR OF THE BOARD, THE EXECUTIVE DIRECTOR OR
DEPUTY EXECUTIVE DIRECTOR, OR THE CHIEF  FINANCIAL  OFFICER  TO  PRESENT
TESTIMONY OR RESPOND TO QUESTIONS AT ANY APPEARANCE REQUIRED PURSUANT TO
THIS SECTION. THE COMMITTEE MAY REQUEST THE APPEARANCE OF ANY OFFICER OR
EMPLOYEE OF THE PORT AUTHORITY.
  S 7. BARRIER-FREE ACCESS. THE PORT AUTHORITY SHALL MAKE OR CAUSE TO BE
MADE  ALL REASONABLE EFFORTS TO ENSURE THAT MEETINGS ARE HELD IN FACILI-
TIES THAT PERMIT BARRIER-FREE PHYSICAL ACCESS TO PEOPLE  WITH  DISABILI-
TIES.    IF  THE  BOARD  DETERMINES TO USE 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 COMMIS-
SIONER PARTICIPATES.
  S 5. Sections 2 and 3 of article XV-A of section 1 of chapter  154  of
the  laws  of  1921,  relating to the Port Authority of New York and New
Jersey, as added by chapter 275 of the laws of 1992, are amended  and  a
new section 4 is added to read as follows:
  S 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  ANY  STANDING  COMMITTEE  ESTAB-
LISHED BY THE BOARD, INCLUDING, BUT NOT LIMITED TO, THE AUDIT COMMITTEE,
GOVERNANCE  COMMITTEE  AND  FINANCE COMMITTEE REQUIRED TO BE ESTABLISHED
PURSUANT TO SECTION 2 OF ARTICLE IV OF THIS ACT.
  C. "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.
  D. "NEWS MEDIA" MEANS PERSONS REPRESENTING MAJOR WIRE SERVICES,  TELE-
VISION  NEWS  SERVICES,  RADIO  NEWS  SERVICES  AND  NEWSPAPERS, WHETHER
LOCATED IN THE STATES OF NEW YORK OR NEW JERSEY OR ANY OTHER STATE.
  [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 3.  A. NOTWITHSTANDING THE PROVISION OF ANY OTHER LAW TO THE CONTRA-
RY, ALL MEETINGS OF THE BOARD ARE DECLARED TO  BE  PUBLIC  MEETINGS  AND
SHALL  BE OPEN TO THE PUBLIC AND MEMBERS OF THE NEWS MEDIA, INDIVIDUALLY
AND COLLECTIVELY, FOR THE PURPOSE OF OBSERVING THE FULL DETAILS  OF  ALL
PHASES  OF  THE  DELIBERATION, POLICY-MAKING, AND DECISION-MAKING OF THE
BOARD.

S. 7721                            18

 B. The board shall adopt [and promulgate], WITHIN  SIX  MONTHS  OF  THE
EFFECTIVE DATE OF THIS ACT, appropriate rules and regulations concerning
PROPER  NOTICE  TO THE PUBLIC AND THE NEWS MEDIA OF ITS MEETINGS AND the
right of the public AND THE NEWS MEDIA to be present at meetings of  the
authority.  THE  RULES  AND REGULATIONS ADOPTED PURSUANT TO THIS SECTION
SHALL PROVIDE FOR THE SAME NOTICE AND RIGHT OF THE PUBLIC AND NEWS MEDIA
TO BE PRESENT, AS WELL AS ANY OTHER RIGHTS AND DUTIES AS ARE PROVIDED IN
SECTIONS 3 AND 4 OF ARTICLE VII-C OF THIS ACT, AND  SECTION  4  OF  THIS
ARTICLE.  The  board may incorporate in its rules and regulations condi-
tions under which it may exclude the public from a meeting or a  portion
thereof.
  C.  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 gover-
nor of New York.
  S 4. A. ALL MEETINGS OF THE PORT AUTHORITY SHALL BE OPEN TO THE PUBLIC
AT ALL TIMES. 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 OF  COMMISSIONERS
MAY  EXCLUDE THE PUBLIC ONLY FROM THAT PORTION OF A MEETING AT WHICH THE
BOARD OF COMMISSIONERS DISCUSSES:
  (1) ANY MATTER FOR WHICH THE RELEASE OF  INFORMATION  WOULD  IMPAIR  A
RIGHT TO RECEIVE FUNDS FROM THE GOVERNMENT OF THE UNITED STATES;
  (2)  ANY  MATERIAL  THE  DISCLOSURE OF WHICH CONSTITUTE AN UNWARRANTED
INVASION OF INDIVIDUAL OR PERSONAL PRIVACY;
  (3) ANY COLLECTIVE BARGAINING AGREEMENT, OR THE TERMS  AND  CONDITIONS
WHICH ARE PROPOSED FOR INCLUSION IN ANY COLLECTIVE BARGAINING AGREEMENT,
INCLUDING  THE  NEGOTIATION  OF  THE  TERMS  AND CONDITIONS THEREOF WITH
EMPLOYEES OR REPRESENTATIVES OF EMPLOYEES OF THE PORT AUTHORITY;
  (4) ANY MATTER INVOLVING THE PURCHASE, LEASE, OR ACQUISITION  OF  REAL
PROPERTY  WITH PORT AUTHORITY FUNDS, THE PROPOSED ACQUISITION OF SECURI-
TIES, THE SALE OR EXCHANGE OF SECURITIES HELD BY THE PORT  AUTHORITY  OR
INVESTMENT  OF  PORT  AUTHORITY  FUNDS, IF IT COULD ADVERSELY AFFECT THE
PUBLIC INTEREST IF DISCUSSION OF THE MATTER WAS DISCLOSED;
  (5) ANY MATTER WHICH WOULD IMPERIL THE PUBLIC SAFETY IF DISCLOSED;
  (6) ANY PENDING OR ANTICIPATED LITIGATION OR CONTRACT  NEGOTIATION  IN
WHICH  THE PORT AUTHORITY IS, OR MAY BECOME, A PARTY, OR MATTERS FALLING
WITHIN THE ATTORNEY-CLIENT PRIVILEGE, TO THE EXTENT THAT CONFIDENTIALITY
IS REQUIRED IN ORDER FOR THE ATTORNEY TO EXERCISE THE ATTORNEY'S ETHICAL
DUTIES AS A LAWYER;
  (7) ANY MATTER INVOLVING THE EMPLOYMENT, APPOINTMENT,  TERMINATION  OF
EMPLOYMENT,  TERMS  AND  CONDITIONS  OF  EMPLOYMENT,  EVALUATION  OF THE
PERFORMANCE OF, PROMOTION, OR DISCIPLINING OF ANY  SPECIFIC  PROSPECTIVE
OFFICER OR EMPLOYEE OR CURRENT OFFICER OR EMPLOYEE EMPLOYED OR APPOINTED
BY THE PORT AUTHORITY, UNLESS ALL THE INDIVIDUAL EMPLOYEES OR APPOINTEES
WHOSE  RIGHTS  COULD  BE  ADVERSELY AFFECTED REQUEST IN WRITING THAT THE
MATTER OR MATTERS BE DISCUSSED AT A PUBLIC MEETING; OR
  (8) ANY DELIBERATION OF THE PORT AUTHORITY OCCURRING  AFTER  A  PUBLIC
HEARING  THAT  MAY  RESULT IN THE IMPOSITION OF A SPECIFIC CIVIL PENALTY
UPON THE RESPONDING PARTY OR THE SUSPENSION OR  LOSS  OF  A  LICENSE  OR
PERMIT  BELONGING TO THE RESPONDING PARTY AS A RESULT OF AN ACT OR OMIS-
SION FOR WHICH THE RESPONDING PARTY BEARS RESPONSIBILITY.
  B. THE PORT AUTHORITY SHALL KEEP REASONABLY COMPREHENSIBLE MINUTES  OF
ALL  ITS  MEETINGS  SHOWING THE TIME AND PLACE, THE MEMBERS PRESENT, THE
SUBJECTS CONSIDERED, THE ACTIONS TAKEN, THE VOTE OF  EACH  MEMBER  WHICH
SHALL  BE  PROMPTLY AVAILABLE TO THE PUBLIC PURSUANT TO SUBDIVISION C OF

S. 7721                            19

THIS SECTION TO THE EXTENT THAT MAKING THESE MATTERS PUBLIC SHALL NOT BE
INCONSISTENT WITH SUBDIVISION A OF THIS SECTION.
  C. MINUTES OF EACH MEETING SHALL BE AVAILABLE TO THE PUBLIC WITHIN TWO
WEEKS FROM THE DATE OF SUCH MEETING.
  D. THE MINUTES SHALL INDICATE FOR EACH ITEM ON THE AGENDA, THE VOTE OR
EACH  BOARD  MEMBER  IN  ATTENDANCE  AT  AN OPEN MEETING OR AN EXECUTIVE
SESSION OF THE BOARD OR A COMMITTEE OF THE BOARD. EACH ITEM ON THE AGEN-
DA SHALL BE VOTED ON SEPARATELY.
  S 6. Paragraph (c) of subdivision 1 of  section  73-a  of  the  public
officers  law  is  amended  by adding a new subparagraph (iv) to read as
follows:
  (IV) NOTWITHSTANDING THE PROVISIONS  OF  SUBPARAGRAPH  (III)  OF  THIS
PARAGRAPH  TO  THE  CONTRARY, THE COMMISSIONERS OF THE PORT AUTHORITY OF
NEW YORK AND NEW JERSEY APPOINTED BY THE GOVERNOR OF THE  STATE  OF  NEW
YORK; ALL OFFICERS OF SUCH PORT AUTHORITY; AND ANY EMPLOYEE OF SUCH PORT
AUTHORITY WHO HOLDS A POLICY-MAKING POSITION, AS DETERMINED BY SUCH PORT
AUTHORITY,  OR  WHOSE ANNUAL SALARY EQUALS OR EXCEEDS THE SALARY RATE OF
SG-24 AS SET FORTH IN PARAGRAPH A OF  SUBDIVISION  ONE  OF  SECTION  ONE
HUNDRED THIRTY OF THE CIVIL SERVICE LAW AS OF APRIL FIRST OF THE YEAR IN
WHICH AN ANNUAL FINANCIAL DISCLOSURE STATEMENT SHALL BE FILED.
  S 7. Severability clause. If any clause, sentence, paragraph, subdivi-
sion,  section  or  part  of  this act shall be adjudged by any court of
competent jurisdiction to be invalid, such judgment  shall  not  affect,
impair,  or  invalidate  the remainder thereof, but shall be confined in
its operation to the clause, sentence, paragraph,  subdivision,  section
or part thereof directly involved in the controversy in which such judg-
ment shall have been rendered. It is hereby declared to be the intent of
the  legislature  that  this  act  would  have been enacted even if such
invalid provisions had not been included herein.
  S 8. 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. The chairman of the
port authority shall notify the  legislative  bill  drafting  commission
upon  the  enactment into law of such legislation by both such states 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 effecting the provision of section 44 of the  legislative
law and section 70-b of the public officers law.

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