S. 5998 2
BEGINNING UPON THE NEXT HIRING OF A CHIEF EXECUTIVE OFFICER BUT NO LATER
THAN A YEAR FROM THE EFFECTIVE DATE OF THE CHAPTER OF THE LAWS OF 2015
THAT AMENDED THIS ARTICLE, THE POSITIONS OF CHAIRPERSON AND VICE CHAIR-
PERSON SHALL BE ROTATED FOR A TERM OF TWO YEARS AMONG COMMISSIONERS
APPOINTED BY NEW YORK AND NEW JERSEY, WITH A CHAIRPERSON ELECTED FIRST
FROM AMONG THOSE COMMISSIONERS APPOINTED BY THE GOVERNOR OF NEW YORK AND
A VICE CHAIRPERSON ELECTED FIRST FROM AMONG THOSE COMMISSIONERS
APPOINTED BY THE GOVERNOR OF NEW JERSEY, AFTER WHICH THE NEXT CHAIR-
PERSON SHALL BE ELECTED FROM AMONG THOSE APPOINTED BY THE GOVERNOR OF
NEW JERSEY AND THE NEXT VICE CHAIRPERSON SHALL BE ELECTED FROM AMONG
THOSE APPOINTED BY THE GOVERNOR OF NEW YORK AND THEREAFTER THE POSITIONS
OF CHAIRPERSON AND VICE CHAIRPERSON SHALL ROTATE EVERY TWO YEARS IN THE
SAME ORDER AS ESTABLISHED HEREIN PROVIDED THAT THE FAILURE OF THE BOARD
OF COMMISSIONERS TO ELECT A NEW CHAIRPERSON AND VICE CHAIRPERSON SHALL
NOT PREVENT THE ROTATION OF THE POSITIONS OF CHAIRPERSON AND VICE CHAIR-
PERSON TO THE NEXT SUCCEEDING STATE.
B. NO COMMISSIONER, INCLUDING THE CHAIRPERSON, SHALL SERVE AS THE PORT
AUTHORITY'S CHIEF EXECUTIVE OFFICER, GENERAL COUNSEL, CHIEF FINANCIAL
OFFICER, CHIEF ETHICS AND COMPLIANCE OFFICER, INSPECTOR GENERAL, OR
COMPTROLLER, OR HOLD ANY OTHER EQUIVALENT POSITION WHILE SERVING AS A
COMMISSIONER.
3. ROLE AND RESPONSIBILITIES OF COMMISSIONERS. A. THE COMMISSIONERS
SHALL PROMULGATE A COMMISSIONER'S OATH OF OFFICE IN CONSULTATION WITH
THE CHIEF ETHICS AND COMPLIANCE OFFICER.
B. AT THE TIME THAT A COMMISSIONER OF THE PORT AUTHORITY TAKES AND
SUBSCRIBES THE COMMISSIONER'S OATH OF OFFICE, OR WITHIN SIXTY DAYS AFTER
THE EFFECTIVE DATE OF THIS SUBDIVISION IF THE COMMISSIONER HAS ALREADY
TAKEN AND SUBSCRIBED THE COMMISSIONER'S OATH OF OFFICE, THE COMMISSIONER
SHALL EXECUTE A STATEMENT DECLARING THAT THE COMMISSIONER UNDERSTANDS
THE COMMISSIONER'S INDEPENDENCE AND FIDUCIARY OBLIGATION TO PERFORM
DUTIES AND RESPONSIBILITIES TO THE BEST OF THE COMMISSIONER'S ABILITIES,
IN GOOD FAITH AND WITH PROPER DILIGENCE AND CARE 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
OFFICIALS OR BODIES AND ULTIMATELY APPLY INDEPENDENT JUDGMENT IN THE
BEST INTEREST OF THE PORT AUTHORITY, ITS MISSION, AND THE PUBLIC,
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.
C. INDIVIDUALS APPOINTED TO THE BOARD OF COMMISSIONERS SHALL PARTIC-
IPATE IN TRAINING APPROVED BY THE CHIEF ETHICS AND COMPLIANCE OFFICER IN
CONSULTATION WITH THE INSPECTOR GENERAL OF THE PORT AUTHORITY REGARDING
THEIR LEGAL, FIDUCIARY, FINANCIAL AND ETHICAL RESPONSIBILITIES AS DIREC-
TORS OF AN AUTHORITY WITHIN SIX MONTHS OF APPOINTMENT TO THE AUTHORITY.
THE COMMISSIONERS 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 FINAN-
CIAL ACTIVITIES OF PUBLIC AUTHORITIES AND TO ADHERE TO THE HIGHEST STAN-
DARDS OF RESPONSIBLE GOVERNANCE.
D. (1) A COMMISSIONER SHALL NOT VOTE ON OR PARTICIPATE IN ANY BOARD OR
COMMITTEE DISCUSSIONS OR DECISIONS WITH RESPECT TO AN ITEM IF THE
COMMISSIONER, A MEMBER OF THE COMMISSIONER'S IMMEDIATE FAMILY, OR A
BUSINESS IN WHICH THE COMMISSIONER HAS AN INTEREST HAS A DIRECT OR INDI-
RECT FINANCIAL INVOLVEMENT THAT MAY REASONABLY BE EXPECTED TO IMPAIR THE
COMMISSIONER'S OBJECTIVITY OR INDEPENDENT JUDGMENT OR THAT MAY REASON-
ABLY CREATE THE APPEARANCE OF IMPROPRIETY. A COMMISSIONER SHALL REPORT
S. 5998 3
SUCH A NEED FOR RECUSAL TO THE GENERAL COUNSEL WHEN IT ARISES. THE
PUBLIC SHALL BE INFORMED OF ANY RECUSALS PRIOR TO ANY BOARD ACTION AND
THE MINUTES SHALL CLEARLY REFLECT THAT RECUSAL.
(2) FOR THE PURPOSES OF THIS SUBDIVISION, THE TERMS:
(I) "IMMEDIATE FAMILY" SHALL MEAN: A SPOUSE, PARENT, CHILD, OR
SIBLING; AND
(II) "INTEREST" SHALL MEAN: (A) IF THE BUSINESS ORGANIZATION IS A
PARTNERSHIP, THE BOARD MEMBER OR THE BOARD MEMBER'S IMMEDIATE FAMILY IS
A PARTNER OR OWNER OF TEN PERCENT OR MORE OF THE ASSETS OF THE PARTNER-
SHIP, OR (B) IF THE BUSINESS ORGANIZATION IS A CORPORATION, THE BOARD
MEMBER OR THE BOARD MEMBER'S IMMEDIATE FAMILY OWNS OR CONTROLS TEN
PERCENT OR MORE OF THE STOCK OF THE CORPORATION, OR SERVES AS A DIRECTOR
OR OFFICER OF THE CORPORATION.
E. (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)(I) THE COMMISSIONERS APPOINTED BY THE GOVERNOR OF THE STATE OF NEW
YORK SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS PURSUANT TO
SECTION 73-A OF THE PUBLIC OFFICERS LAW.
(II) THE COMMISSIONERS APPOINTED BY THE GOVERNOR OF THE STATE OF NEW
JERSEY SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS AS REQUIRED BY
NEW JERSEY STATE LAW OR EXECUTIVE ORDER.
(III) IN ADDITION TO THE FINANCIAL DISCLOSURES REQUIRED OF THE COMMIS-
SIONERS, FINANCIAL DISCLOSURES OF EMPLOYEES SHALL, AT A MINIMUM, BE
REQUIRED OF THE CHIEF EXECUTIVE OFFICER, THE CHIEF ETHICS AND COMPLIANCE
OFFICER, THE CHIEF FINANCIAL OFFICER, THE GENERAL COUNSEL, THE COMP-
TROLLER, TREASURER, AND THE INSPECTOR GENERAL, EMPLOYEES WHO HOLD POLI-
CY-MAKING POSITIONS AS DETERMINED BY THE GENERAL COUNSEL OF THE PORT
AUTHORITY, AND EMPLOYEES WHOSE BASE SALARY, EITHER IN THE CURRENT OR
PREVIOUS YEAR, EXCEEDS $150,000, WHICH AMOUNT SHALL BE ADJUSTED FOR
INFLATION ANNUALLY IN ACCORDANCE WITH THE CONSUMER PRICE INDEX FOR ALL
URBAN WAGE EARNERS AND CLERICAL WORKERS (CPI-W) AS CALCULATED BY THE
FEDERAL GOVERNMENT. THESE FINANCIAL DISCLOSURES SHALL BE UPDATED NOT
LESS THAN ANNUALLY AND SHALL BE MADE AVAILABLE ON THE PORT AUTHORITY'S
WEBSITE.
F. THE BOARD OF COMMISSIONERS SHALL:
(1) ADOPT A MISSION STATEMENT THAT THE PORT AUTHORITY'S MISSION IS TO
MEET THE CRITICAL TRANSPORTATION INFRASTRUCTURE NEEDS OF THE BI-STATE
REGION'S PEOPLE, BUSINESSES, AND VISITORS BY PROVIDING THE HIGHEST QUAL-
ITY AND MOST EFFICIENT TRANSPORTATION AND PORT COMMERCE FACILITIES AND
SERVICES TO MOVE PEOPLE AND GOODS WITHIN THE REGION, PROVIDE ACCESS TO
THE NATION AND THE WORLD, AND PROMOTE THE REGION'S ECONOMIC DEVELOPMENT;
(2) ADOPT A CODE OF CONDUCT APPLICABLE TO COMMISSIONERS, EMPLOYEES,
AND VENDORS AND OTHER CONTRACTORS WITH THE PORT AUTHORITY BASED UPON THE
RECOMMENDATIONS OF THE CHIEF ETHICS AND COMPLIANCE OFFICER THAT SHALL,
AT MINIMUM, INCLUDE THE APPLICABLE STANDARDS ESTABLISHED BY LAW IN EACH
STATE;
(3) ESTABLISH A WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM PROTECTING
EMPLOYEES FROM RETALIATION FOR DISCLOSING INFORMATION CONCERNING ACTS OF
WRONGDOING, MISCONDUCT, MALFEASANCE, OR OTHER INAPPROPRIATE CONDUCT
BASED UPON THE RECOMMENDATIONS OF THE CHIEF ETHICS AND COMPLIANCE OFFI-
CER;
(4) ESTABLISH A POLICY REQUIRING ALL COMMISSIONERS, OFFICERS, AND
EMPLOYEES WITH DECISION-MAKING AUTHORITY TO MAINTAIN RECORDS REGARDING
CONTACT WITH LOBBYISTS. AS USED IN THIS SUBSECTION: (I) "CONTACT" MEANS
ANY CONVERSATION, IN PERSON OR BY TELEPHONIC OR OTHER ELECTRONIC MEANS,
S. 5998 4
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 THE BEHALF OF THE PORT
AUTHORITY, AND SHALL INCLUDE, AT A MINIMUM, ALL MEMBERS OF THE BOARD OF
COMMISSIONERS AND ALL OFFICERS OF THE PORT AUTHORITY, (II) "LOBBYIST"
SHALL HAVE THE SAME MEANING AS DEFINED IN THE LAWS OR, RULES OR REGU-
LATIONS OF EITHER STATE, AND (III) "LOBBYING" SHALL MEAN AND INCLUDE ANY
ATTEMPT TO INFLUENCE: (A) THE ADOPTION OR REJECTION OF ANY RULE OR REGU-
LATION 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, OR ANY EXTENSION,
AMENDMENT OR MODIFICATION OF ANY EXISTING AGREEMENT, CONTRACT OR ORDER;
AND
(5) HAVE AN EFFICIENCY STUDY OF THE PORT AUTHORITY AND ITS OPERATIONS
CONDUCTED BY AN INDEPENDENT ENTITY WITHIN THREE YEARS OF THE EFFECTIVE
DATE OF THIS SECTION AND THEREAFTER UPON THE REQUEST OF THE GOVERNORS OF
NEW YORK AND NEW JERSEY, AND IF NO REQUEST IS MADE, NO LATER THAN THREE
YEARS AFTER THE MOST RECENT EFFICIENCY STUDY WAS CONDUCTED.
4. COMMITTEE. A. THE BOARD OF COMMISSIONERS SHALL ESTABLISH A COMMIT-
TEE STRUCTURE THAT SHALL INCLUDE, BUT NEED NOT BE LIMITED TO, THE
FOLLOWING RESPONSIBILITIES:
(1) A GOVERNANCE RESPONSIBILITY TO BE ASSIGNED TO A COMMITTEE
COMPRISED OF NOT FEWER THAN THREE COMMISSIONERS, WHO SHALL CONSTITUTE A
MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS TO
UNDERTAKE THE GOVERNANCE DUTIES AND FUNCTIONS. IT SHALL BE THE RESPONSI-
BILITY OF THE MEMBERS OF THIS COMMITTEE TO: KEEP THE BOARD INFORMED OF
CURRENT BEST GOVERNANCE PRACTICES; REVIEW CORPORATE GOVERNANCE TRENDS;
UPDATE THE PORT AUTHORITY'S CORPORATE GOVERNANCE PRINCIPLES; EXAMINE
ETHICAL AND CONFLICT OF INTEREST ISSUES; PERFORM BOARD SELF-EVALUATIONS;
INVESTIGATE TERM LIMITS, REAPPOINTMENTS, AND BOARD RESPONSIBILITIES;
DEVELOP BY-LAWS WHICH INCLUDE RULES AND PROCEDURES FOR THE CONDUCT OF
BOARD BUSINESS; AND ADVISE THE PORT AUTHORITY ON THE SKILLS AND EXPERI-
ENCES REQUIRED OF POTENTIAL COMMISSIONERS;
(2) AN AUDIT RESPONSIBILITY TO BE ASSIGNED TO A COMMITTEE COMPRISED OF
NOT FEWER THAN THREE COMMISSIONERS, WHO SHALL CONSTITUTE A MAJORITY ON
THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDERTAKE
THE AUDIT DUTIES AND FUNCTIONS. IT SHALL BE THE RESPONSIBILITY OF THE
MEMBERS OF THIS COMMITTEE TO: RECOMMEND TO THE BOARD THE HIRING OF AN
INDEPENDENT FIRM OF CERTIFIED PUBLIC ACCOUNTANTS TO AUDIT THE FINANCIAL
STATEMENTS OF THE PORT AUTHORITY; ESTABLISH THE COMPENSATION TO BE PAID
TO THE ACCOUNTING FIRM; AND PROVIDE DIRECT OVERSIGHT OF THE ANNUAL INDE-
PENDENT FINANCIAL AUDIT PERFORMED BY THE ACCOUNTING FIRM HIRED FOR
AUDITING PURPOSES. MEMBERS OF THIS COMMITTEE SHALL BE FAMILIAR WITH
CORPORATE FINANCIAL AND ACCOUNTING PRACTICES AND SHALL BE FINANCIALLY
LITERATE ABOUT APPLICABLE FINANCIAL LAWS, RULES, REGULATIONS, AND STAND-
ARD INDUSTRY PRACTICES; AND
(3) A FINANCE RESPONSIBILITY TO BE ASSIGNED TO A COMMITTEE COMPRISED
OF NOT FEWER THAN THREE COMMISSIONERS, WHO SHALL CONSTITUTE A MAJORITY
ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDER-
TAKE THE FINANCE DUTIES AND FUNCTIONS. IT SHALL BE THE RESPONSIBILITY OF
THE MEMBERS OF THIS COMMITTEE TO OVERSEE AND APPROVE THE ISSUANCE OF
DEBT THAT THE PORT AUTHORITY OR ITS SUBSIDIARIES ISSUE.
B. EVERY COMMITTEE ESTABLISHED BY THE BOARD OF COMMISSIONERS SHALL
PROMULGATE A WRITTEN CHARTER TO BE APPROVED BY THE BOARD. EACH CHARTER
S. 5998 5
PROMULGATED IN ACCORDANCE WITH THIS SUBDIVISION SHALL BE MADE AVAILABLE
TO THE PUBLIC AND POSTED ON THE PORT AUTHORITY'S WEBSITE.
5. WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM. A. THE CHIEF ETHICS
AND COMPLIANCE OFFICER SHALL RECOMMEND TO THE BOARD OF COMMISSIONERS A
WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM TO BE ADMINISTERED BY THE
INSPECTOR GENERAL WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO:
(1) ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE TO
EMPLOYEES;
(2) OFFERING ADVICE REGARDING EMPLOYEE RIGHTS UNDER APPLICABLE STATE
AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL PERSONS; AND
(3) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
ING ANY ISSUE AT THE PORT AUTHORITY. ANY COMMUNICATION 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 THE BOARD OF COMMIS-
SIONERS AND/OR ANY LAW ENFORCEMENT AUTHORITY.
B. 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.
C. AS USED IN THIS SUBDIVISION:
(1) "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.
(2) "WHISTLEBLOWER" MEANS 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 PORT AUTHORITY, CONCERNING THE PORT AUTHORITY'S INVESTMENTS, TRAVEL,
ACQUISITION OF REAL OR PERSONAL PROPERTY, THE DISPOSITION OF REAL OR
PERSONAL PROPERTY, OR THE PROCUREMENT OF GOODS AND SERVICES.
6. INSPECTOR GENERAL. A. THE INSPECTOR GENERAL SHALL BE RESPONSIBLE
FOR RECEIVING AND INVESTIGATING, WHERE APPROPRIATE, ALL COMPLAINTS
REGARDING FRAUD, WASTE, AND ABUSE BY COMMISSIONERS, OFFICERS, AND
EMPLOYEES OF THE PORT AUTHORITY OR THIRD-PARTIES DOING BUSINESS WITH THE
PORT AUTHORITY. THE INSPECTOR GENERAL SHALL ALSO BE RESPONSIBLE FOR
CONDUCTING INVESTIGATIONS UPON THE INSPECTOR GENERAL'S OWN INITIATIVE,
AS THE INSPECTOR GENERAL SHALL DEEM APPROPRIATE.
B. THE INSPECTOR GENERAL SHALL INFORM THE BOARD OF COMMISSIONERS AND
THE CHIEF EXECUTIVE OFFICER OF ALLEGATIONS RECEIVED BY THE INSPECTOR
GENERAL AND THE PROGRESS OF INVESTIGATIONS RELATED THERETO, UNLESS
SPECIAL CIRCUMSTANCES REQUIRE CONFIDENTIALITY;
C. THE INSPECTOR GENERAL SHALL DETERMINE WITH RESPECT TO ALLEGATIONS
RECEIVED BY THE INSPECTOR GENERAL WHETHER DISCIPLINARY ACTION OR CIVIL
PROSECUTION BY THE PORT AUTHORITY IS APPROPRIATE, AND WHETHER THE MATTER
SHOULD BE REFERRED TO AN APPROPRIATE GOVERNMENTAL AGENCY FOR FURTHER
ACTION;
D. THE INSPECTOR GENERAL SHALL PREPARE AND MAKE AVAILABLE TO THE
PUBLIC WRITTEN REPORTS OF COMPLETED INVESTIGATIONS, AS APPROPRIATE AND
TO THE EXTENT PERMITTED BY LAW, SUBJECT TO REDACTIONS TO PROTECT A NEED
FOR CONFIDENTIALITY. THE RELEASE OF ALL OR PORTIONS OF REPORTS MAY BE
DEFERRED TO PROTECT THE CONFIDENTIALITY OF ONGOING INVESTIGATIONS.
E. THE INSPECTOR GENERAL SHALL HAVE THE POWER TO:
(1) ADMINISTER OATHS OR AFFIRMATIONS AND EXAMINE WITNESSES UNDER OATH;
S. 5998 6
(2) REQUIRE THE PRODUCTION OF ANY BOOKS AND PAPERS DEEMED RELEVANT OR
MATERIAL TO ANY INVESTIGATION, EXAMINATION OR REVIEW;
(3) 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;
(4) INTERVIEW ANY OFFICER OR EMPLOYEE OF THE PORT AUTHORITY OR ITS
SUBSIDIARIES ON ANY MATTER RELATED TO THE PERFORMANCE OF SUCH OFFICER OR
EMPLOYEE'S OFFICIAL DUTIES. TO THE EXTENT THAT ANY PORTION OF THIS PARA-
GRAPH IS INCONSISTENT WITH ANY CURRENT CONTRACTUAL OBLIGATIONS OF THE
PORT AUTHORITY, THIS PARAGRAPH SHALL NOT BE APPLICABLE TO THOSE OBLI-
GATIONS UNTIL THE EARLIEST EXPIRATION OF THOSE TERMS UNDER THE CONTRACT;
(5) MONITOR THE IMPLEMENTATION BY THE PORT AUTHORITY OF ANY RECOMMEN-
DATIONS MADE BY THE INSPECTOR GENERAL; AND
(6) PERFORM ANY OTHER FUNCTIONS THAT ARE NECESSARY OR APPROPRIATE TO
FULFILL THE DUTIES AND RESPONSIBILITIES OF OFFICE.
7. OPEN MEETINGS. A. ALL MEETINGS OF THE PORT AUTHORITY SHALL BE OPEN
TO THE PUBLIC AND MEMBERS OF THE NEWS MEDIA, INDIVIDUALLY AND COLLEC-
TIVELY, FOR THE PURPOSE OF OBSERVING THE FULL DETAILS OF ALL PHASES OF
THE DELIBERATION, POLICY-MAKING, AND DECISION-MAKING OF THE BOARD,
EXCEPT FOR AN EXECUTIVE SESSION INITIATED UPON A MAJORITY VOTE TAKEN IN
AN OPEN MEETING PURSUANT TO A MOTION. THE BOARD OF COMMISSIONERS MAY
EXCLUDE THE PUBLIC ONLY FROM THAT PORTION OF A MEETING AT WHICH THE
BOARD OF COMMISSIONERS DISCUSSES ANY:
(1) MATTER IN WHICH THE RELEASE OF INFORMATION WOULD IMPAIR A RIGHT TO
RECEIVE FUNDS FROM GOVERNMENT OF THE UNITED STATES;
(2) MATERIAL THE DISCLOSURE OF WHICH WOULD CONSTITUTE AN UNWARRANTED
INVASION OF INDIVIDUAL OR PERSONAL PRIVACY;
(3) 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) MATTER INVOLVING THE PURCHASE, LEASE, OR ACQUISITION OF REAL PROP-
ERTY WITH PORT AUTHORITY FUNDS, THE PROPOSED ACQUISITION OF SECURITIES,
THE SALE OR EXCHANGE OF SECURITIES HELD BY THE PORT AUTHORITY, OR THE
INVESTMENT OF PORT AUTHORITY FUNDS, IF PUBLIC DISCUSSION OF THE MATTER
WOULD ADVERSELY AFFECT THE PUBLIC INTEREST;
(5) MATTER WHICH WOULD IMPERIL THE PUBLIC SAFETY IF DISCLOSED;
(6) 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 FOR THE ATTORNEY TO EXERCISE THE ATTORNEY'S ETHICAL DUTIES AS A
LAWYER;
(7) CONTRACT NEGOTIATIONS DISCLOSURE OF WHICH WOULD IMPERIL THE PORT
AUTHORITY'S POSITION OR AN OUTCOME IN THE BEST INTEREST OF THE AUTHORI-
TY, ITS MISSION, AND THE PUBLIC;
(8) 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
(9) DELIBERATION OF THE PORT AUTHORITY OCCURRING AFTER A PUBLIC HEAR-
ING 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
S. 5998 7
BELONGING TO THE RESPONDING PARTY AS A RESULT OF AN ACT OF OMISSION FOR
WHICH THE RESPONDING PARTY BEARS RESPONSIBILITY.
B. THE PORT AUTHORITY SHALL MAKE MEETING AGENDAS AVAILABLE TO THE
PUBLIC AT LEAST 72 HOURS BEFORE EACH MEETING OF THE BOARD AND EACH MEET-
ING OF EACH COMMITTEE. IN ADDITION, THE PORT AUTHORITY SHALL SEND VIA
ELECTRONIC MAIL THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO A BOARD OR
COMMITTEE MEETING TO THE PUBLIC INFORMATION OFFICE OF EACH STATE'S
LEGISLATURE AT LEAST 72 HOURS BEFORE THE MEETING. 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,
AND SHALL BE CONSPICUOUSLY POSTED VIA THE PORT AUTHORITY'S OFFICIAL
WEBSITE AT LEAST FIVE BUSINESS DAYS BEFORE THE MEETING.
C. THE PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC DOCUMENTS IN
THE FOLLOWING MANNER: 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 THE AGENDA AND PUBLIC DOCUMENTS
PERTAINING TO A BOARD OR COMMITTEE MEETING SHALL BE POSTED ON THE PORT
AUTHORITY'S WEBSITE.
D. AT EACH PUBLIC MEETING OF THE BOARD AND AT EACH PUBLIC MEETING OF
EACH COMMITTEE, THE PUBLIC SHALL BE ALLOTTED AT LEAST 30 MINUTES TO
SPEAK ON ANY TOPIC ON THE AGENDA. THE BOARD OR COMMITTEE SHALL EXPAND
THE COMMENT TIME WHEN NECESSARY TO PROVIDE A REASONABLE OPPORTUNITY FOR
THE PUBLIC TO COMMENT. THE PUBLIC SPEAKING PERIOD SHALL TAKE PLACE PRIOR
TO ANY BOARD OR COMMITTEE ACTION.
E. 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, AND THE VOTE OF EACH MEMBER. THE
MINUTES SHALL BE AVAILABLE TO THE PUBLIC WITHIN TWO WEEKS FROM THE DATE
OF THE MEETING TO THE EXTENT THAT PUBLIC DISCLOSURE SHALL NOT BE INCON-
SISTENT WITH PARAGRAPH A OF THIS SUBDIVISION. THE MINUTES SHALL INDICATE
FOR EACH ITEM ON THE AGENDA THE VOTE OR RECUSAL OF 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 AGENDA SHALL BE VOTED ON SEPA-
RATELY.
8. 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 TECH-
NOLOGY TO CONDUCT ITS MEETING, IT SHALL PROVIDE AN OPPORTUNITY FOR THE
PUBLIC TO ATTEND, LISTEN AND OBSERVE SUCH A MEETING.
S 3. Subdivisions 2 and 3 of article 15-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 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 ANY STANDING COMMITTEE ESTAB-
LISHED BY THE BOARD TASKED WITH, INCLUDING, BUT NOT LIMITED TO, THE
AUDIT RESPONSIBILITY, GOVERNANCE RESPONSIBILITY AND FINANCE RESPONSIBIL-
ITY REQUIRED TO BE ESTABLISHED PURSUANT TO 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
S. 5998 8
a 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 simi-
lar gathering.
[c.] D. "NEWS MEDIA" MEANS PERSONS REPRESENTING MAJOR WIRE SERVICES,
TELEVISION NEWS SERVICES, RADIO NEWS SERVICES AND NEWSPAPERS, WHETHER
LOCATED IN THE STATE OF NEW YORK OR NEW JERSEY OR ANY OTHER STATE.
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.
3. A. The board shall, WITHIN SIX MONTHS OF THE EFFECTIVE DATE OF THE
CHAPTER OF THE LAWS OF 2015 THAT AMENDED THIS SUBDIVISION, adopt [and
promulgate] 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 board may incorporate in its rules and regulations conditions under
which it may exclude the public from a meeting or a portion thereof.
B. 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 or New Jersey and the gover-
nor of New York.
S 4. Chapter 154 of the laws of 1921 relating to the port authority of
New York and New Jersey is amended by adding three new articles 7-B, 7-C
and 7-D to read as follows:
ARTICLE VII-B
1. NEEDS ASSESSMENT. THE PORT AUTHORITY SHALL REQUIRE THAT A NEEDS
ASSESSMENT BE CONDUCTED BY AN INDEPENDENT ENTITY PRIOR TO ANY INCREASE
IN 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 ASSESSMENT SHALL BE PRESENTED BY THE INDEPENDENT ENTITY TO THE BOARD
OF COMMISSIONERS AT A PUBLIC MEETING TO BE HELD AT LEAST NINETY DAYS
PRIOR TO ANY MEETING OF THE BOARD OF COMMISSIONERS TO VOTE 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 CORPO-
RATION RAIL SYSTEM.
2. PUBLIC HEARINGS. 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 CORPO-
RATION RAIL SYSTEM, THE PORT AUTHORITY SHALL CONDUCT AT LEAST SIX PUBLIC
HEARINGS IN THE MANNER PRESCRIBED AS FOLLOWS:
A. LOCATIONS FOR PUBLIC HEARINGS SHALL BE SELECTED IN SUCH A WAY AS TO
BE GEOGRAPHICALLY ACCESSIBLE TO A MAJORITY OF USERS OF THE FACILITY OR
FACILITIES TO BE IMPACTED BY THE TOLL OR FARE INCREASE, AS DETERMINED BY
PORT AUTHORITY DATA, PROVIDED THAT AT LEAST ONE HEARING SHALL BE HELD IN
EACH STATE.
B. AT LEAST 72 HOURS BEFORE THE FIRST HEARING HELD PURSUANT TO THIS
SECTION, THE PORT AUTHORITY SHALL MAKE THE FOLLOWING INFORMATION AVAIL-
ABLE TO THE PUBLIC, INCLUDING POSTING ON THE PORT AUTHORITY'S OFFICIAL
WEBSITE:
(1) A WRITTEN EXPLANATION OF WHY THE INCREASE IN TOLLS OR FARES IS
NECESSARY;
(2) THE AMOUNT OF REVENUE EXPECTED TO BE GENERATED FROM THE INCREASE
IN TOLLS OR FARES; AND
(3) A DETAILED EXPLANATION OF HOW THE REVENUES RAISED FROM THE
INCREASE IN TOLLS OR FARES IS EXPECTED TO BE SPENT.
S. 5998 9
C. EACH HEARING SHALL BE ATTENDED BY AT LEAST TWO COMMISSIONERS FROM
NEW YORK AND TWO COMMISSIONERS FROM NEW JERSEY IN OFFICE AT THE TIME OF
THE HEARING.
D. 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 6:30 P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
E. THE PORT AUTHORITY SHALL ENSURE THAT EACH OF THE REQUIREMENTS SET
FORTH IN THIS SUBDIVISION 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 OR FARES.
3. SUBSIDIARIES OF THE PORT AUTHORITY. A. THE PORT AUTHORITY SHALL
PROVIDE NOTICE TO THE GOVERNOR OF EACH STATE, THE MAJORITY LEADER OF
EACH HOUSE OF THE LEGISLATURE OF EACH STATE, THE CHAIR OF THE FINANCE
COMMITTEE OF NEW YORK, THE CHAIR OF THE SENATE BUDGET AND APPROPRIATIONS
COMMITTEE OF NEW JERSEY, THE CHAIR OF ASSEMBLY WAYS AND MEANS COMMITTEE
OF NEW YORK, AND THE CHAIR OF THE BUDGET COMMITTEE OF NEW JERSEY THAT IT
WILL BE CREATING A SUBSIDIARY NO LESS THAN 60 DAYS PRIOR TO THE FORMA-
TION OF THE SUBSIDIARY.
B. THE CREATION OF A SUBSIDIARY CORPORATION SHALL BE APPROVED BY THE
BOARD OF COMMISSIONERS.
C. ON OR BEFORE THE FIRST DAY OF JANUARY, TWO THOUSAND SIXTEEN, AND
ANNUALLY THEREAFTER, ANY SUBSIDIARY CORPORATION, IN COOPERATION WITH THE
PORT AUTHORITY, SHALL PROVIDE TO THE GOVERNOR AND LEGISLATURE 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 BY-LAWS AND LEGAL ORGANIZATION PAPERS OF THE SUBSID-
IARY;
(4) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
OF THE SUBSIDIARY; AND
(5) ANY OTHER INFORMATION THE SUBSIDIARY CORPORATION DEEMS IMPORTANT
TO INCLUDE IN SUCH REPORT.
ARTICLE VII-C
1. ANNUAL REPORTING. THE PORT AUTHORITY SHALL PUBLISH A COMPREHENSIVE
ANNUAL FINANCIAL REPORT, SUBMITTED ANNUALLY TO THE GOVERNORS AND STATE
LEGISLATURES OF NEW YORK AND NEW JERSEY AND MADE AVAILABLE ON THE PORT
AUTHORITY'S WEBSITE WITHIN 120 DAYS AFTER THE END OF ITS FISCAL YEAR.
THE ANNUAL REPORT SHALL INCLUDE THE AGENCY'S FINANCIAL STATEMENTS,
STATISTICAL AND OTHER REGIONAL DATA, AND A NARRATIVE OF THE AGENCY'S
ACTIVITIES DURING THE YEAR OF THE REPORT. THE ANNUAL REPORT SHALL
INCLUDE:
A. AN INTRODUCTORY SECTION INCLUDING: (1) A LETTER OF TRANSMITTAL TO
THE GOVERNORS OF NEW YORK AND NEW JERSEY; (2) INFORMATION REGARDING THE
BOARD OF COMMISSIONERS, PORT AUTHORITY OFFICERS AND EXECUTIVE MANAGE-
MENT; (3) A LETTER TO THE BOARD OF COMMISSIONERS FROM THE CHIEF EXECU-
TIVE OFFICER OF THE PORT AUTHORITY HIGHLIGHTING IMPORTANT DEVELOPMENTS;
(4) A DESCRIPTION OF MAJOR AGENCY ACTIVITIES UNDERTAKEN DURING THE PRIOR
YEAR; AND (5) A LETTER TO THE BOARD OF COMMISSIONERS FROM THE CHIEF
FINANCIAL OFFICER OF THE PORT AUTHORITY WITH RESPECT TO THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE PORT AUTHORITY.
S. 5998 10
B. A FINANCIAL SECTION INCLUDING: (1) AN INDEPENDENT AUDITOR'S REPORT;
(2) MANAGEMENT'S DISCUSSION AND ANALYSIS; (3) FINANCIAL STATEMENTS; (4)
ITS FINANCIAL REPORTS CERTIFIED BY THE CHAIR AND VICE-CHAIR OF THE
BOARD, CHIEF EXECUTIVE OFFICER, AND CHIEF FINANCIAL OFFICER OF THE PORT
AUTHORITY, INCLUDING (A) AUDITED FINANCIALS IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, KNOWN AS GAAP, AND THE ACCOUNTING STAND-
ARDS ISSUED BY THE GOVERNMENTAL ACCOUNTING STANDARDS BOARD, KNOWN AS
GASB, (B) GRANT AND SUBSIDY PROGRAMS, (C) CURRENT RATINGS, IF ANY, OF
ITS BONDS ISSUED BY RECOGNIZED BOND RATING AGENCIES AND NOTICE OF CHANG-
ES IN SUCH RATINGS, AND (D) LONG-TERM LIABILITIES, INCLUDING LEASES AND
EMPLOYEE BENEFIT PLANS; (5) A SCHEDULE OF ITS BONDS AND NOTES OUTSTAND-
ING 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 SCHE-
DULE OF DEBT ISSUANCE THAT INCLUDES THE DATE OF ISSUANCE, TERM, AMOUNT,
INTEREST RATE AND MEANS OF REPAYMENT INCLUDING ALL REFINANCINGS, CALLS,
REFUNDINGS, DEFEASEMENTS AND INTEREST RATE EXCHANGE OR OTHER SUCH AGREE-
MENTS; AND (6) 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.
C. A STATISTICAL SECTION PRESENTING ADDITIONAL INFORMATION AS CONTEXT
FOR FURTHER UNDERSTANDING OF THE INFORMATION IN THE FINANCIAL STATE-
MENTS, NOTE DISCLOSURES AND SCHEDULES, INCLUDING (1) FINANCIAL TRENDS;
(2) DEBT CAPACITY; (3) OPERATING AND SERVICE DATA; (4) INFORMATION ON
PORT AUTHORITY OPERATING RESULTS; (5) INFORMATION ON PORT AUTHORITY
CAPITAL PROGRAM COMPONENTS; (6) INFORMATION ON PORT AUTHORITY FACILITY
TRAFFIC; AND (7) SELECTED STATISTICAL, DEMOGRAPHIC AND ECONOMIC DATA ON
THE NEW YORK-NEW JERSEY METROPOLITAN REGION.
D. A CORPORATE INFORMATION SECTION PROVIDING: (1) A LIST OF ALL REAL
PROPERTY OF THE PORT AUTHORITY; (2) A LIST AND FULL DESCRIPTION OF REAL
PROPERTY AND PERSONAL PROPERTY THAT HAS A SALE PRICE OF OVER $10,000
DISPOSED OF DURING THE PERIOD, INCLUDING THE PRICE RECEIVED BY THE PORT
AUTHORITY AND THE NAME OF THE PURCHASER FOR ALL PROPERTY SOLD BY THE
PORT AUTHORITY DURING THE PERIOD; (3) 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 DECISION MAKING OR MANAGERIAL
POSITION OF SUCH AUTHORITY WHOSE BASE SALARY IS IN EXCESS OF $150,000;
(4) BIOGRAPHICAL INFORMATION, NOT INCLUDING CONFIDENTIAL PERSONAL INFOR-
MATION, FOR ALL DIRECTORS AND OFFICERS AND EMPLOYEES FOR WHOM SALARY
REPORTING IS REQUIRED; (5) 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; (6) ITS
MISSION STATEMENT, CHARTER, IF ANY, AND BY-LAWS; AND (7) A DESCRIPTION
OF ANY MATERIAL PENDING LITIGATION IN WHICH THE PORT AUTHORITY IS
INVOLVED AS A PARTY DURING THE REPORTING YEAR.
2. AUDITS AND FINANCIAL STATEMENTS. A. THE PORT AUTHORITY SHALL
PREPARE FINANCIAL STATEMENTS ON AN ANNUAL BASIS, 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. THE AUDIT COMMITTEE OF THE BOARD OF COMMISSIONERS OF THE PORT
AUTHORITY SHALL ARRANGE FOR AN INDEPENDENT FIRM OF CERTIFIED PUBLIC
ACCOUNTANTS TO PERFORM AN AUDIT OF THE FINANCIAL STATEMENTS OF THE PORT
AUTHORITY EACH YEAR, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
S. 5998 11
PRINCIPLES AND STANDARDS REFERENCED IN PARAGRAPH A OF THIS SUBDIVISION.
EACH INDEPENDENT FIRM OF CERTIFIED PUBLIC ACCOUNTANTS THAT PERFORMS ANY
AUDIT REQUIRED BY THIS ARTICLE SHALL TIMELY REPORT TO THE AUDIT COMMIT-
TEE OF THE PORT AUTHORITY: (1) ALL CRITICAL ACCOUNTING POLICIES AND
PRACTICES TO BE USED; AND (2) OTHER MATERIAL WRITTEN COMMUNICATIONS,
THAT IS NOT PRIVILEGED OR CONFIDENTIAL, BETWEEN THE INDEPENDENT FIRM OF
CERTIFIED PUBLIC ACCOUNTANTS AND THE MANAGEMENT OF THE PORT AUTHORITY,
INCLUDING THE MANAGEMENT LETTER ALONG WITH MANAGEMENT'S RESPONSE OR PLAN
OF CORRECTIVE ACTION, MATERIAL CORRECTIONS IDENTIFIED OR SCHEDULE OF
UNADJUSTED DIFFERENCES.
C. EVERY FINANCIAL STATEMENT PREPARED PURSUANT TO THIS SUBDIVISION
SHALL BE APPROVED BY THE BOARD OF COMMISSIONERS. AS A CONDITION TO THE
ISSUANCE OF THE ANNUAL FINANCIAL STATEMENTS OF THE PORT AUTHORITY, THE
CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF THE PORT
AUTHORITY SHALL BE REQUIRED TO MAKE A WRITTEN CERTIFICATION TO THAT
EFFECT THAT, TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THE FINANCIAL
AND OTHER INFORMATION IN THE CONSOLIDATED FINANCIAL STATEMENTS IS ACCU-
RATE IN ALL MATERIAL RESPECTS AND HAS BEEN REPORTED IN A MANNER DESIGNED
TO PRESENT FAIRLY THE PORT AUTHORITY'S NET ASSETS, CHANGES IN NET
ASSETS, AND CASH FLOWS, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND STANDARDS REFERENCED IN PARAGRAPH A OF THIS SUBDIVISION;
AND, THAT ON THE BASIS THAT THE COST OF INTERNAL CONTROLS SHOULD NOT
OUTWEIGH THEIR BENEFITS, THE PORT AUTHORITY HAS ESTABLISHED A COMPREHEN-
SIVE FRAMEWORK OF INTERNAL CONTROLS TO PROTECT ITS ASSETS FROM LOSS,
THEFT, OR MISUSE, AND TO PROVIDE REASONABLE (RATHER THAN ABSOLUTE)
ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING AND THE PREP-
ARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND STANDARDS REFERENCED IN
PARAGRAPH A OF THIS SUBDIVISION.
D. NOTWITHSTANDING ANY OTHER PROVISION OF LAW TO THE CONTRARY, THE
PORT AUTHORITY SHALL NOT CONTRACT WITH AN INDEPENDENT FIRM OF CERTIFIED
PUBLIC ACCOUNTANTS FOR AUDIT SERVICES TO THE AUTHORITY IF THE LEAD OR
COORDINATING AUDIT PARTNER HAVING PRIMARY RESPONSIBILITY FOR THE AUDIT,
OR THE AUDIT PARTNER RESPONSIBLE FOR REVIEWING THE AUDIT, HAS PERFORMED
AUDIT SERVICES FOR THE TWO PREVIOUS FISCAL YEARS OF SUCH AUTHORITY.
E. THE PORT AUTHORITY SHALL NOT CONTRACT WITH THE INDEPENDENT FIRM OF
CERTIFIED PUBLIC ACCOUNTANTS PERFORMING THE PORT AUTHORITY'S AUDIT FOR
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 INFOR-
MATION SYSTEMS DESIGN AND IMPLEMENTATION; (3) APPRAISAL OR VALUATION
SERVICES, FAIRNESS OPINIONS, OR CONTRIBUTION-IN-KIND REPORTS; (4) ACTU-
ARIAL SERVICES; (5) INTERNAL AUDIT OUTSOURCING SERVICES; (6) MANAGEMENT
FUNCTIONS OR HUMAN SERVICES; (7) BROKER OR DEALER, INVESTMENT ADVISOR,
OR INVESTMENT BANKING SERVICES; AND (8) LEGAL SERVICES AND EXPERT
SERVICES UNRELATED TO THE AUDIT.
F. THE PORT AUTHORITY SHALL NOT CONTRACT WITH AN INDEPENDENT FIRM OF
CERTIFIED PUBLIC ACCOUNTANTS FOR ANY AUDIT SERVICE IF THE CHIEF EXECU-
TIVE OFFICER, COMPTROLLER, CHIEF FINANCIAL OFFICER, TREASURER, OR ANY
OTHER PERSON SERVING IN AN EQUIVALENT POSITION FOR THE AUTHORITY, WAS
EMPLOYED BY THAT INDEPENDENT FIRM OF CERTIFIED PUBLIC ACCOUNTANTS 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.
3. THE PORT AUTHORITY SHALL MAKE ACCESSIBLE TO THE PUBLIC VIA ITS
WEBSITE AN EXECUTIVE SUMMARY OF ITS MOST RECENT INDEPENDENT AUDIT REPORT
S. 5998 12
UNLESS SUCH INFORMATION IS EXEMPT FROM DISCLOSURE PURSUANT TO EITHER
STATE'S FREEDOM OF INFORMATION LAWS.
ARTICLE VII-D
1. PROPERTY DISPOSITION. ANY SALE OF REAL PROPERTY BY THE PORT AUTHOR-
ITY SHALL BE UNDERTAKEN AND CONDUCTED PURSUANT TO THE PROVISIONS OF THE
EXISTING LAWS GOVERNING THE SALE OF REAL PROPERTY BY THE PORT AUTHORITY
IN THE STATE IN WHICH SUCH REAL PROPERTY IS LOCATED AND BY APPROVAL OF
THE BOARD OF COMMISSIONERS.
A. NO DISPOSITION OF REAL PROPERTY, OR ANY INTEREST IN REAL PROPERTY,
SHALL BE MADE UNLESS AN APPRAISAL OF THE VALUE OF SUCH REAL 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
REAL PROPERTY, WHICH BECAUSE OF ITS UNIQUE NATURE OR THE UNIQUE CIRCUM-
STANCES OF THE PROPOSED TRANSACTION IS NOT READILY VALUED BY REFERENCE
TO AN ACTIVE MARKET FOR SIMILAR REAL PROPERTY, SHALL BE MADE WITHOUT A
SIMILAR APPRAISAL.
B. DISPOSAL OF REAL PROPERTY FOR LESS THAN FAIR MARKET VALUE. NO PROP-
ERTY OWNED, LEASED, OR OTHERWISE IN THE CONTROL OF THE PORT AUTHORITY
MAY BE SOLD, LEASED, OR OTHERWISE ALIENATED FOR LESS THAN ITS FAIR
MARKET VALUE UNLESS:
(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 REAL PROPERTY WILL REMAIN WITH THE GOVERNMENT OR ANY OTHER PUBLIC
ENTITY; OR
(II) THE PURPOSE OF THE TRANSFER IS WITHIN THE PURPOSE, MISSION, OR
GOVERNING STATUTE OF THE PORT AUTHORITY AND A WRITTEN DETERMINATION IS
MADE BY THE BOARD OF COMMISSIONERS THAT THERE IS NO REASONABLE ALTERNA-
TIVE TO THE PROPOSED BELOW-MARKET TRANSFER THAT WOULD ACHIEVE THE SAME
PURPOSE OF SUCH TRANSFER, PRIOR TO BOARD APPROVAL OF SUCH A TRANSFER.
C. THE BOARD SHALL ADOPT, WITHIN SIX MONTHS OF THE EFFECTIVE DATE OF
THIS ARTICLE, APPROPRIATE RULES AND REGULATIONS CONCERNING DISPOSITION,
ACQUISITION, AND TRANSFER OF REAL PROPERTY OR ANY INTEREST IN REAL PROP-
ERTY BY THE PORT AUTHORITY WHICH SHALL, AT A MINIMUM, INCLUDE A REQUIRE-
MENT THAT THE FOLLOWING INFORMATION BE MADE AVAILABLE TO THE BOARD OF
COMMISSIONERS AT THE MEETING WHERE APPROVAL OF SUCH A DISPOSITION,
ACQUISITION OR TRANSFER IS SCHEDULED:
(I) A FULL DESCRIPTION OF THE PROPERTY;
(II) A DESCRIPTION OF THE PURPOSE OF THE DISPOSITION, ACQUISITION, OR
TRANSFER;
(III) A STATEMENT OF THE VALUE TO BE RECEIVED FROM SUCH A DISPOSITION,
ACQUISITION, OR TRANSFER;
(IV) THE NAMES OF ANY PRIVATE PARTIES PARTICIPATING IN THE DISPOSI-
TION, ACQUISITION, OR TRANSFER; AND
(V) IN THE CASE OF A PROPERTY DISPOSITION FOR LESS THAN FAIR MARKET
VALUE, AN EXPLANATION AND A WRITTEN DETERMINATION BY THE BOARD OF
COMMISSIONERS THAT THERE IS NO REASONABLE ALTERNATIVE TO THE PROPOSED
BELOW-MARKET VALUE THAT WOULD ACHIEVE THE SAME PURPOSE OF SUCH DISPOSI-
TION.
D. NOT LESS THAN TEN DAYS IN ADVANCE OF ANY MEETING OF THE BOARD OF
COMMISSIONERS OF THE PORT AUTHORITY AT WHICH THE BOARD OF COMMISSIONERS
IS TO CONSIDER AN ACTION TO AUTHORIZE THE SALE OF REAL PROPERTY OWNED BY
THE PORT AUTHORITY, THE CHIEF EXECUTIVE OFFICER OF THE PORT AUTHORITY
SHALL PROVIDE PUBLIC NOTICE OF SUCH PROPOSED ACTION ALONG WITH RELEVANT
MATERIAL TERMS AND PROVISIONS OF SUCH SALE INCLUDING, BUT NOT LIMITED
S. 5998 13
TO, THE INFORMATION MADE AVAILABLE PURSUANT TO PARAGRAPH C OF THIS
SUBDIVISION, BY POSTING ON THE PORT AUTHORITY'S WEBSITE.
E. THE CHIEF EXECUTIVE OFFICER MAY AUTHORIZE OR ARRANGE FOR CONTRACTS
FOR THE SALE OF PERSONAL PROPERTY OWNED BY THE PORT AUTHORITY OR ARRANGE
FOR CONTRACTS FOR THE SALE OF PERSONAL PROPERTY OWNED BY THE PORT
AUTHORITY UPON SUCH TERMS AND CONDITIONS AS THE CHIEF EXECUTIVE OFFICER
MAY DEEM PROPER AND EXECUTE THE SAME ON BEHALF OF THE PORT AUTHORITY
WHERE THE VALUE OF SUCH PERSONAL PROPERTY IS NOT IN EXCESS OF ONE
MILLION DOLLARS; PROVIDED, HOWEVER, THAT PERSONAL PROPERTY VALUED AT
MORE THAN $250,000 SHALL NOT BE SOLD BY AUTHORITY OF THE CHIEF EXECUTIVE
OFFICER OTHER THAN TO THE HIGHEST BIDDER AFTER PUBLIC ADVERTISEMENT.
WHERE THE VALUE OF SUCH PERSONAL PROPERTY IS IN EXCESS OF $1,000,000,
THE SALE OF SUCH PROPERTY MUST BE AUTHORIZED BY THE BOARD OF COMMISSION-
ERS OF THE PORT AUTHORITY UPON SUCH TERMS AS THE BOARD OF COMMISSIONERS
MAY DEEM PROPER.
F. THE PORT AUTHORITY MAY RETAIN BROKERS OR THIRD-PARTY VENDORS THAT
FACILITATE ONLINE AUCTIONS, OR ASSIST IN DISPOSING OF SURPLUS REAL AND
PERSONAL PROPERTY OF THE PORT AUTHORITY.
2. DEBT ISSUANCE. A. THE ISSUANCE OF ANY BONDS, NOTES OR OTHER
INSTRUMENTS OF INDEBTEDNESS BY THE PORT AUTHORITY SHALL BE UNDERTAKEN IN
A MANNER CONSISTENT WITH APPLICABLE LAWS GOVERNING THE PORT AUTHORITY
AND COVENANTS WITH THE HOLDERS OF THE PORT AUTHORITY'S BONDS, NOTES OR
OTHER INSTRUMENTS OF INDEBTEDNESS.
B. AT LEAST SIXTY DAYS PRIOR TO THE END OF ITS FISCAL YEAR, THE PORT
AUTHORITY SHALL SUBMIT TO THE GOVERNOR, STATE COMPTROLLER, AND LEGISLA-
TURE OF EACH STATE A STATEMENT OF INTENT IN REGARDS TO THE ISSUANCE OF
AND OVERALL AMOUNT OF BONDS, NOTES, OR OTHER DEBT OBLIGATIONS ANTIC-
IPATED, AT THE TIME THE STATEMENT IS SUBMITTED, DURING THE NEXT FISCAL
YEAR.
3. CAPITAL PLAN. THE PORT AUTHORITY SHALL ADOPT A TEN-YEAR CAPITAL
PLAN THAT IS DEVELOPED USING A COMPREHENSIVE PLANNING PROCESS AND RISK-
BASED PRIORITIZATION THAT CONSIDERS ASSET CONDITION, OPERATIONAL AND
REVENUE IMPACT, THREAT ASSESSMENT, CUSTOMER SERVICE, REGIONAL BENEFIT,
AND REGULATORY OR STATUTORY REQUIREMENTS. THE CAPITAL PLAN SHALL BE
DEPENDENT UPON THE AVAILABILITY OF SUFFICIENT FUNDING AND OTHER
RESOURCES TO PURSUE THE CAPITAL PROJECTS PROPOSED FOR THE TEN-YEAR PERI-
OD. PERFORMANCE PROGRESS AND REVISIONS TO REFLECT CHANGES IN PROGRAMS,
POLICIES AND PROJECTS AND THE ENVIRONMENT IN WHICH THE PORT AUTHORITY
OPERATES SHALL BE REVIEWED REGULARLY BY A COMMITTEE DESIGNATED BY THE
BOARD OF COMMISSIONERS, AND THE CAPITAL PLAN SHALL BE REVISED PERIOD-
ICALLY AS NECESSARY AND APPROPRIATE, AND SHALL BE REVIEWED WITH THE
BOARD OF COMMISSIONERS ANNUALLY. THE PORT AUTHORITY SHALL PUBLISH AN
ANNUAL REPORT ON THE STATUS OF THE CAPITAL PROGRAM AND SUCH REPORT SHALL
BE MADE PUBLICLY AVAILABLE ON THE PORT AUTHORITY'S WEBSITE. PRIOR TO
ADOPTION OF A CAPITAL PLAN, THE PORT AUTHORITY SHALL MAKE SUCH PROPOSED
PLAN AVAILABLE FOR PUBLIC REVIEW AND COMMENTS ON ITS PUBLIC WEBSITE FOR
AT LEAST TWO WEEKS PRIOR TO APPROVAL, AND ALL COMMENTS RECEIVED ARE TO
BE DISTRIBUTED TO THE BOARD OF COMMISSIONERS FOR REVIEW PRIOR TO CONSID-
ERATION OF THE CAPITAL PLAN.
4. OPERATING BUDGET. THE PORT AUTHORITY SHALL PREPARE A DETAILED ANNU-
AL OPERATING BUDGET BEGINNING WITH THE FISCAL YEAR COMMENCING AFTER THE
EFFECTIVE DATE OF THE CHAPTER OF THE LAWS OF 2015 WHICH ADDED THIS ARTI-
CLE. A PRELIMINARY ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY AVAIL-
ABLE ON THE PORT AUTHORITY'S WEBSITE IN JULY OF EVERY FISCAL YEAR AND A
FINAL ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY AVAILABLE IN FEBRU-
ARY OF EACH FISCAL YEAR.
S. 5998 14
S 5. 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 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. The chairperson 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 provisions of section 44 of the legislative
law and section 70-b of the public officers law.