S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   10134
 
                           I N  A S S E M B L Y
 
                                May 8, 2024
                                ___________
 
 Introduced  by COMMITTEE ON RULES -- (at request of M. of A. Bronson) --
   read once and referred to the Committee on Banks
 
 AN ACT to amend the banking law and the state finance law,  in  relation
   to enacting the "bank of Rochester act"
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:

   Section 1. Short title. This act shall be known and may  be  cited  as
 the "bank of Rochester act".
   §  2.  Legislative intent. 1. It is the intent of the legislature that
 this act (i) authorizes the city of Rochester to form  and  control  the
 bank  of Rochester, and loan or grant public funds or lend public credit
 to the bank of Rochester for  the  public  purposes  of  achieving  cost
 savings,  strengthening  local  economies, supporting community economic
 development, and addressing infrastructure and housing needs for locali-
 ties; and (ii) codifies the common law interpretation of  the  constitu-
 tion  of  the state of New York that cities, counties, and other munici-
 palities may own a not-for-profit corporation and lend or grant money to
 such not-for-profit corporation, so long as such actions are pursuant to
 public purposes.
   2. It is also the intent of the legislature that the bank of Rochester
 shall partner with local financial institutions, such as credit  unions,
 CDFIs,  and  local  community  banks,  and  shall not compete with local
 financial institutions or commercial banks.
   § 3. Subdivisions 1 and 11 of section 2 of the banking  law,  subdivi-
 sion  1 as amended by chapter 684 of the laws of 1938 and subdivision 11
 as amended by chapter 154 of the laws of 2007, are amended  to  read  as
 follows:
   1. Bank. The term, "bank," when used in this chapter, unless a differ-
 ent  meaning appears from the context, means any corporation, other than
 a trust company, organized under or subject to the provisions of article
 three  OR THREE-C of this chapter.
   11. Banking organizations. The  term,  "banking  organizations,"  when
 used  in  this  chapter,  means and includes all banks, trust companies,
 private bankers, savings banks, safe deposit companies, savings and loan
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD13828-02-4
 A. 10134                            2
 
 associations, credit unions, BANKS ORGANIZED UNDER  ARTICLE  THREE-C  OF
 THIS CHAPTER and investment companies.
   § 4. The banking law is amended by adding a new article 3-C to read as
 follows:
                                ARTICLE 3-C
                             BANK OF ROCHESTER
 SECTION 156.   DEFINITIONS.
         156-A. SPONSORS AND CORPORATE STRUCTURE.
         156-B. POWERS AND RESTRICTIONS.
         156-C. BANK OF ROCHESTER GOVERNANCE.
         156-D. BANK OF ROCHESTER CHARTER REQUIREMENTS.
         156-E. FINANCIAL AND OPERATIONS FRAMEWORK.
         156-F. TRANSPARENCY AND FINANCIAL REPORTING.
         156-G. INSURANCE AND REHABILITATION.
         156-H. DEPOSITS.
         156-I. POLICY MANDATE.
         156-J. ETHICS AND FINANCIAL DISCLOSURE.
         156-K. INCONSISTENCY WITH OTHER LAWS.
         156-L. OWNERS NOT TO BE CONSIDERED BANK HOLDING COMPANIES.
   §  156.  DEFINITIONS.  FOR THE PURPOSES OF THIS ARTICLE, THE FOLLOWING
 TERMS SHALL HAVE THE FOLLOWING MEANINGS:
   1. "AFFILIATE" SHALL MEAN:
   (A) ANY MEMBER OF THE IMMEDIATE FAMILY OF A MEMBER  OF  THE  BOARD  OF
 DIRECTORS,  INCLUDING PARENTS, SIBLINGS, SPOUSES AND CHILDREN (INCLUDING
 THOSE BY ADOPTION), ANY OTHER PERSON WHO LIVES IN  SUCH  MEMBER  OF  THE
 BOARD  OF DIRECTORS' HOUSEHOLD, AND ANY LEGAL REPRESENTATIVE OR GUARDIAN
 OF A FAMILY MEMBER OF SUCH MEMBER OF THE BOARD OF DIRECTORS;
   (B) ANY TRUST WHOSE PRIMARY BENEFICIARY IS A MEMBER OF  THE  BOARD  OF
 DIRECTORS,  OR  ONE OR MORE MEMBERS OF SUCH IMMEDIATE FAMILY AND/OR SUCH
 MEMBER OF THE BOARD OF DIRECTORS' LINEAL DESCENDANTS; OR
   (C) ANOTHER PERSON THAT, DIRECTLY OR INDIRECTLY THROUGH  ONE  OR  MORE
 INTERMEDIARIES,  CONTROLS,  OR  IS  CONTROLLED  BY,  OR  IS UNDER COMMON
 CONTROL WITH A MEMBER OF THE BOARD OF DIRECTORS.  FOR  THE  PURPOSES  OF
 THIS  PARAGRAPH,  THE  TERM "CONTROL" SHALL MEAN POSSESSION, DIRECTLY OR
 INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF  MANAGEMENT
 OR  POLICIES, WHETHER THROUGH OWNERSHIP OF SECURITIES OR ANY PARTNERSHIP
 OR OTHER OWNERSHIP INTEREST, BY CONTRACT OR OTHERWISE, OF A PERSON. SUCH
 CONTROL SHALL BE PRESUMED TO EXIST WHERE A PERSON OWNS A TEN PERCENT  OR
 GREATER OWNERSHIP INTEREST IN ANOTHER PERSON.
   2.  "BANK  OF  ROCHESTER  CHARTER  APPLICATION DOCUMENTS" SHALL MEAN A
 BUSINESS PLAN AND APPLICATION TO  BE  SUBMITTED  TO  THE  DEPARTMENT  OF
 FINANCIAL  SERVICES  PURSUANT TO SECTION ONE HUNDRED FIFTY-SIX-D OF THIS
 ARTICLE FOR THE PURPOSE OF CHARTERING THE BANK OF ROCHESTER.
   3. "COMMUNITY BANK" SHALL MEAN ANY LOCALLY OWNED AND MANAGED INDEPEND-
 ENT BANKING INSTITUTION WITH NO NATIONAL PRESENCE,  PRIMARILY  OPERATING
 WITHIN  A  LIMITED  GEOGRAPHIC  AREA,  TYPICALLY A LOCAL COMMUNITY. SUCH
 BANKS SHALL EMPHASIZE SERVING THE UNIQUE FINANCIAL NEEDS  OF  THE  LOCAL
 COMMUNITY,  INCLUDING  ACCEPTING DEPOSITS, EXTENDING LOANS, AND OFFERING
 FINANCIAL SERVICES TO SUCH COMMUNITY.  ADDITIONALLY,  SUCH  BANKS  SHALL
 FOSTER  STRONG  COMMUNITY  RELATIONSHIPS  AND CONTRIBUTE TO THE ECONOMIC
 DEVELOPMENT OF THE SPECIFIC GEOGRAPHIC AREA IN WHICH THEY ARE SITUATED.
   4. "COMMERCIAL BANK" SHALL MEAN ANY FOR-PROFIT  FINANCIAL  INSTITUTION
 ENGAGED IN THE COMMERCIAL BANKING BUSINESS, INCLUDING BUT NOT LIMITED TO
 A  BANKING  INSTITUTION, TRUST COMPANY, PRIVATE BANKER, NATIONAL BANKING
 ASSOCIATION, OR ANY BANKING CORPORATION ORGANIZED UNDER FEDERAL  LAW  OR
 THE  LAWS  OF  ANY  STATE  OF  THE  UNITED STATES. COMMERCIAL BANKS ALSO
 A. 10134                            3
 
 INCLUDE ANY CORPORATION ORGANIZED UNDER THE LAWS OF ANY FOREIGN  COUNTRY
 AND  ENGAGED  IN THE COMMERCIAL BANKING BUSINESS THAT MAINTAINS A BRANCH
 OR AGENCY LICENSED BY ANY STATE OF THE UNITED STATES OR  COMPTROLLER  OF
 CURRENCY.
   5.  "COMMUNITY  BANKING EXPERIENCE" SHALL MEAN CURRENT OR PAST EMPLOY-
 MENT EXPERIENCE AS AN OFFICER, DIRECTOR OR EXECUTIVE, OR CURRENT OR PAST
 EMPLOYMENT EXPERIENCE IN A SENIOR LEADERSHIP ROLE  AT  (A)  A  COMMUNITY
 DEVELOPMENT  FINANCIAL  INSTITUTION  THAT  IS A CREDIT UNION, LOAN FUND,
 MINORITY DEPOSITORY INSTITUTION, UNION-CONTROLLED BANK OR LOCALLY  BASED
 COMMUNITY  BANK;  OR  (B) A CREDIT UNION, LOAN FUND, MINORITY DEPOSITORY
 INSTITUTION, UNION-CONTROLLED BANK OR LOCALLY BASED COMMUNITY BANK  THAT
 OTHERWISE  SERVES LOW-INCOME, RURAL OR OTHER UNDERSERVED OR ECONOMICALLY
 DISTRESSED COMMUNITIES.
   6. "COMMUNITY DEVELOPMENT FINANCIAL INSTITUTION" OR "CDFI" SHALL  MEAN
 AN  ENTITY  THAT  HAS BEEN CERTIFIED AS MEETING THE ELIGIBILITY REQUIRE-
 MENTS OF SECTION 1805.201 OF TITLE 12  OF  THE  CODE  OF  FEDERAL  REGU-
 LATIONS.
   7. "CREDIT UNION" SHALL HAVE THE SAME MEANING AS ASCRIBED TO SUCH TERM
 BY SUBDIVISION NINE OF SECTION TWO OF THE BANKING LAW.
   8.  "DEPOSIT" SHALL MEAN THE PLACING OF MONEY WITH THE BANK OF ROCHES-
 TER TO BE WITHDRAWN UPON THE DEPOSITOR'S DEMAND OR UNDER THE  RULES  AND
 REGULATIONS AGREED UPON BETWEEN THE BANK OF ROCHESTER AND THE DEPOSITOR.
   9.  "INDEPENDENT" SHALL MEAN, WITH RESPECT TO A MEMBER OF THE BOARD OF
 DIRECTORS, ADVISORY BOARD, OFFICERS OF THE BANK OF ROCHESTER,  AN  INDI-
 VIDUAL WHO:
   (A)  AT  THE TIME OF HIS OR HER APPOINTMENT TO THE BOARD OF DIRECTORS,
 OR THE ADVISORY BOARD, IS NOT A HOLDER OF ANY PUBLIC OFFICE  WITHIN  THE
 SPONSOR; AND
   (B)  WITHIN THE PAST FIVE YEARS HAS NOT BEEN A HOLDER OF PUBLIC OFFICE
 WITHIN SUCH SPONSOR.
   10. "LOCAL AGENCY BANKING" SHALL MEAN (I) ACCEPTING A DEPOSIT  OF  ANY
 KIND  FROM A LOCAL AGENCY WITHIN THE COUNTY OF MONROE OR (II) GRANTING A
 LOAN OR EXTENSION OF CREDIT OF ANY KIND TO A  LOCAL  AGENCY  WITHIN  THE
 COUNTY OF MONROE.
   11.  "LOCAL  AGENCY"  SHALL  HAVE THE SAME MEANING AS ASCRIBED TO SUCH
 TERM BY SUBDIVISION TWELVE OF SECTION EIGHT HUNDRED TEN OF  THE  GENERAL
 MUNICIPAL LAW.
   12.  "LOCAL  FINANCIAL INSTITUTION" SHALL MEAN A COMMUNITY DEVELOPMENT
 FINANCIAL INSTITUTION THAT IS (A) A CREDIT UNION,  LOAN  FUND,  MINORITY
 DEPOSITORY INSTITUTION, UNION-CONTROLLED BANK OR LOCALLY BASED COMMUNITY
 BANK; OR (B) A CREDIT UNION, LOAN FUND, MINORITY DEPOSITORY INSTITUTION,
 UNION-CONTROLLED  BANK  OR  COMMUNITY BANK THAT OTHERWISE SERVES LOW-IN-
 COME, RURAL OR OTHER UNDERSERVED OR ECONOMICALLY DISTRESSED COMMUNITIES.
   13. "LOCAL ELECTED OFFICIAL" SHALL MEAN ANY OFFICER ELECTED TO A POSI-
 TION WITHIN A COUNTY, CITY, TOWN, VILLAGE, SCHOOL DISTRICT  OR  DISTRICT
 CORPORATION,  OR  ANY AGENCY, DEPARTMENT, DIVISION, BOARD, COMMISSION OR
 BUREAU THEREOF; PROVIDED, THAT, SUCH TERM SHALL NOT INCLUDE ANY JUDGE OR
 JUSTICE OF A COURT.
   14. "OFFICER" REFERS TO AN INDIVIDUAL HOLDING A MANAGERIAL  OR  EXECU-
 TIVE  POSITION  WITHIN THE BANK OF ROCHESTER AND MANAGING ITS DAY-TO-DAY
 OPERATIONS, INCLUDING ROLES  SUCH  AS  CHIEF  EXECUTIVE  OFFICER,  CHIEF
 FINANCIAL OFFICER, OR CHIEF OPERATIONS OFFICER.
   15. "PARTICIPATION LENDING" SHALL MEAN PURCHASING OR SELLING AN INTER-
 EST  IN A LOAN OR LOANS ORIGINATED BY OR SOLD TO A COMMUNITY BANK, CDFI,
 OR CREDIT UNION, OR ORIGINATING, LEADING, OR  DIRECTING  A  LOAN  TRANS-
 A. 10134                            4
 
 ACTION  INVOLVING  A  LOCAL  FINANCIAL INSTITUTION PURSUANT TO A WRITTEN
 AGREEMENT WITH THE LOCAL FINANCIAL INSTITUTION.
   16.  "POLICY MANDATE" SHALL MEAN A WRITTEN DECLARATION OF AN ORGANIZA-
 TION'S CORE PUBLIC PURPOSE. POLICY  MANDATES  SHOULD  REMAIN  RELATIVELY
 UNCHANGED  OVER TIME, SEPARATE AND IDENTIFY PRIORITIES IF THERE ARE MORE
 THAN ONE, IDENTIFY DESIRED OUTCOMES, AND COMMUNICATE THE  ENTIRE  ORGAN-
 IZATION'S INTENDED DIRECTION. POLICY MANDATES COULD ADVANCE WORKER COOP-
 ERATIVES,  COMMUNITY  LAND  TRUSTS,  LOW-INCOME  AND AFFORDABLE HOUSING,
 RENEWABLE ENERGY, INFRASTRUCTURE DEVELOPMENT,  SMALL  BUSINESSES,  SMALL
 FARMS,  MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISES, STUDENTS IN NEED
 OF LOW-COST EDUCATION FINANCING OR REFINANCING STUDENT LOAN  DEBTS,  AND
 OTHER INITIATIVES THAT SERVE A PUBLIC PURPOSE.
   17.  "PUBLIC  FUNDS"  SHALL  MEAN  FUNDS FROM ANY GOVERNMENT ENTITY OR
 SUBDIVISION THEREOF.
   18. "RETAIL BANKING"  SHALL  MEAN  PROVIDING  FINANCIAL  PRODUCTS  AND
 SERVICES  TO  INDIVIDUALS  FOR  HOUSEHOLD,  FAMILY,  AND  OTHER PERSONAL
 EXPENDITURES.  THESE PRODUCTS AND SERVICES INCLUDE SAVINGS AND  CHECKING
 ACCOUNTS,  CONSUMER  LOANS, CREDIT CARDS, AUTO LOANS, STUDENT LOANS, AND
 LOANS TO INDIVIDUALS SECURED BY  THEIR  PERSONAL  RESIDENCES,  INCLUDING
 FIRST MORTGAGE, HOME EQUITY, AND HOME IMPROVEMENT LOANS.
   19. "SPONSOR" SHALL MEAN THE CITY OF ROCHESTER.
   20.  "WHOLESALE  LENDING"  SHALL  MEAN GRANTING A LOAN OR EXTENSION OF
 CREDIT TO A LOCAL FINANCIAL INSTITUTION OR LOCAL AGENCY.
   § 156-A. SPONSORS AND CORPORATE STRUCTURE. THE BANK  OF  ROCHESTER  IS
 HEREBY  ESTABLISHED AS A NOT-FOR-PROFIT CORPORATION THAT SHALL BE FORMED
 AND OWNED SOLELY BY THE CITY OF ROCHESTER AND SUBJECT  TO  THE  NOT-FOR-
 PROFIT CORPORATION LAW.
   §  156-B. POWERS AND RESTRICTIONS. 1. THE BANK OF ROCHESTER SHALL HAVE
 ALL THE RIGHTS AND POWERS CONFERRED BY ARTICLES  THREE  AND  FIFTEEN  OF
 THIS  CHAPTER,  WHICH  MUST BE EXERCISED IN A MANNER CONSISTENT WITH ITS
 POLICY MANDATE AS DESCRIBED IN SECTION ONE HUNDRED FIFTY-SIX-I  OF  THIS
 ARTICLE.  SUCH POWERS SHALL INCLUDE THE FOLLOWING:
   (A) INCORPORATING WITH THE SECRETARY OF STATE;
   (B) CHARTERING WITH THE SUPERINTENDENT;
   (C) ACCEPTING DEPOSITS AND APPROPRIATIONS FROM LOCAL AGENCIES;
   (D) ACCEPTING DEPOSITS AND APPROPRIATIONS FROM THE COUNTY OF MONROE;
   (E) ACCEPTING DEPOSITS AND APPROPRIATIONS FROM THE STATE OF NEW YORK;
   (F) ACCEPTING DEPOSITS OR APPROPRIATIONS FROM THE FEDERAL GOVERNMENT;
   (G) SELLING BONDS;
   (H) PURCHASING STOCKS OR BONDS OF LOCAL FINANCIAL INSTITUTIONS;
   (I) ISSUING LETTERS OF CREDIT;
   (J) ENGAGING IN LOCAL AGENCY BANKING;
   (K) ENGAGING IN INFRASTRUCTURE LENDING;
   (L) ENGAGING IN WHOLESALE LENDING; AND
   (M) ENGAGING IN PARTICIPATION LENDING.
   2.  NOTWITHSTANDING  THE  PROVISIONS  OF ARTICLES THREE AND FIFTEEN OF
 THIS CHAPTER, THE BANK OF ROCHESTER SHALL BE RESTRICTED FROM THE FOLLOW-
 ING:
   (A) COMPETING WITH COMMERCIAL BANKS OR LOCAL FINANCIAL INSTITUTIONS;
   (B) ENGAGING IN DIRECT COMMERCIAL LENDING;
   (C) ENGAGING IN RETAIL BANKING; AND
   (D) PARTICIPATING IN EQUITY MARKETS.
   § 156-C. BANK OF ROCHESTER GOVERNANCE. 1. THE BANK OF ROCHESTER  SHALL
 BE  GOVERNED  BY  A  BOARD OF DIRECTORS. SUCH BOARD SHALL BE COMPOSED OF
 NINE VOTING DIRECTORS AND FOUR  NON-VOTING  DIRECTORS.    ALL  DIRECTORS
 SHALL  SERVE  A  TERM OF FOUR YEARS.  THE MAYOR OF THE CITY OF ROCHESTER
 A. 10134                            5
 
 SHALL APPOINT ONE OF THEIR FOUR APPOINTEES AS CHAIR. EACH DIRECTOR SHALL
 LIVE WITHIN THE JURISDICTIONAL BOUNDARIES OF THE COUNTY OF MONROE AND AT
 LEAST FIVE SHALL LIVE WITHIN THE JURISDICTIONAL BOUNDARIES OF  THE  CITY
 OF ROCHESTER. UPON A MAJORITY VOTE, THE BOARD OF DIRECTORS SHALL APPOINT
 OFFICERS.  SUCH  BOARD  SHALL  SET  POLICY  FOR  THE  BANK OF ROCHESTER,
 PROVIDED THAT NEITHER THE BOARD NOR ANY DIRECTORS SHALL BE  INVOLVED  IN
 THE  DAY-TO-DAY  OPERATIONS  OF THE BANK OF ROCHESTER. DECISIONS MADE BY
 SUCH BOARD SHALL BE CONSISTENT WITH THE POLICY MANDATE AS  DESCRIBED  IN
 SECTION ONE HUNDRED FIFTY-SIX-I OF THIS ARTICLE.
   2.  THE BOARD OF DIRECTORS SHALL ADOPT GOVERNING BYLAWS AND PROCEDURES
 AS REQUIRED BY THE NOT-FOR-PROFIT CORPORATION LAW.  NOTWITHSTANDING  ANY
 CONFLICTING  PROVISIONS  IN THE NOT-FOR-PROFIT CORPORATION LAW, IN ADDI-
 TION TO THE REQUIREMENTS  ESTABLISHED  BY  SUCH  ARTICLE,  THE  BANK  OF
 ROCHESTER BOARD OF DIRECTORS SHALL HOLD MEETINGS ON A MONTHLY BASIS.
   3. (A) THE NINE VOTING MEMBERS SHALL BE APPOINTED AS FOLLOWS:
   (I)  THE  MAYOR  OF  THE  CITY  OF ROCHESTER SHALL APPOINT FOUR VOTING
 DIRECTORS. AT LEAST TWO OF SUCH  VOTING  MEMBERS  SHALL  HAVE  COMMUNITY
 BANKING  EXPERIENCE,  AND  AT  LEAST TWO OF SUCH VOTING MEMBERS SHALL BE
 INDEPENDENT;
   (II) THE DIRECTOR OF THE CITY OF ROCHESTER OFFICE  OF  MANAGEMENT  AND
 BUDGET  OR  THEIR  REPRESENTATIVE SHALL SERVE AS ONE VOTING DIRECTOR. IF
 THE DIRECTOR OF THE CITY OF ROCHESTER OFFICE OF  MANAGEMENT  AND  BUDGET
 CEASES  TO HOLD SUCH POSITION, THEIR SUCCESSOR SHALL SERVE AS OR APPOINT
 A REPLACEMENT VOTING DIRECTOR;
   (III) THE PRESIDENT OF THE ROCHESTER CITY COUNCIL  SHALL  APPOINT  TWO
 VOTING DIRECTORS. AT LEAST ONE SUCH VOTING DIRECTOR SHALL HAVE COMMUNITY
 BANKING EXPERIENCE, AND ONE SUCH VOTING DIRECTOR SHALL BE INDEPENDENT;
   (IV)  THE PRESIDENT OF THE MONROE COUNTY LEGISLATURE SHALL APPOINT ONE
 VOTING DIRECTOR WITH EXPERIENCE IN ETHICS; AND
   (V) THE COUNTY EXECUTIVE OF MONROE COUNTY  SHALL  APPOINT  ONE  VOTING
 DIRECTOR WHO IS A COUNTY OFFICER OR EMPLOYEE.
   (B) THE FOUR NON-VOTING DIRECTORS SHALL BE APPOINTED AS FOLLOWS:
   (I)  THE  MAYOR  OF THE CITY OF ROCHESTER SHALL APPOINT ONE NON-VOTING
 DIRECTOR WITH EXPERIENCE IN ECONOMIC DEVELOPMENT AND URBAN PLANNING;
   (II) THE PRESIDENT OF THE ROCHESTER CITY  COUNCIL  SHALL  APPOINT  ONE
 NON-VOTING  DIRECTOR UPON THE RECOMMENDATION OF A COMMUNITY-BASED ORGAN-
 IZATION CHOSEN BY SUCH PRESIDENT;
   (III) THE PRESIDENT OF THE ROCHESTER CITY COUNCIL  SHALL  APPOINT  ONE
 NON-VOTING  DIRECTOR UPON THE RECOMMENDATION OF AN ADVOCACY ORGANIZATION
 CHOSEN BY SUCH PRESIDENT, PROVIDED  THAT  SUCH  ADVOCACY  ORGANIZATION'S
 MISSION SHALL ALIGN WITH THE BANK OF ROCHESTER'S POLICY MANDATE PURSUANT
 TO  SECTION  ONE HUNDRED FIFTY-SIX-I OF THIS ARTICLE, AND THE PARTIES OR
 PROJECTS THAT SUCH ADVOCACY ORGANIZATION REPRESENTS SHALL BE OF THE TYPE
 PRIORITIZED BY THE BANK OF ROCHESTER'S UNDERWRITING AND FINANCIAL  POLI-
 CIES  AS  REFLECTED  IN SECTION ONE HUNDRED FIFTY-SIX-I OF THIS ARTICLE;
 AND
   (IV) THE PRESIDENT OF THE MONROE COUNTY LEGISLATURE SHALL APPOINT  ONE
 NON-VOTING  DIRECTOR  UPON THE RECOMMENDATION OF A LABOR ORGANIZATION OR
 UNION CHOSEN BY SUCH PRESIDENT, PROVIDED THAT SUCH LABOR ORGANIZATION OR
 UNION REPRESENTS CONSTRUCTION WORKERS WHO WOULD BE PERFORMING THE NECES-
 SARY LABOR TO CARRY OUT THE BANK OF ROCHESTER'S MANDATE.
   4. THE BANK OF ROCHESTER SHALL FORM AN ADVISORY BOARD.
   (A) THE ADVISORY BOARD SHALL BE COMPOSED  OF  NO  FEWER  THAN  FIFTEEN
 MEMBERS,  AND EACH MEMBER SHALL BE SUBJECT TO MAJORITY VOTE BY THE BOARD
 OF DIRECTORS PRIOR TO APPOINTMENT. THE BOARD OF DIRECTORS WILL DETERMINE
 THE INITIAL ADVISORY BOARD MEMBERSHIP, THE TERMS OF ITS MEMBERS, AND THE
 A. 10134                            6
 
 METHOD FOR REPLACING ITS MEMBERS, PROVIDED THAT A MAJORITY OF THE  ADVI-
 SORY  BOARD  IS  MADE UP OF INDEPENDENT MEMBERS WHO ARE NOT GOVERNMENTAL
 APPOINTEES. ANY ADVISORY BOARD MEMBER SHALL LIVE  WITHIN  THE  JURISDIC-
 TIONAL BOUNDARIES OF THE COUNTY OF MONROE.
   (B) THE ADVISORY BOARD SHALL PROVIDE ADVICE AND CARRY OUT OTHER DUTIES
 INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
   (I)  PROVIDE  INPUT  TO  THE  BOARD OF DIRECTORS REGARDING HOW TO BEST
 ADVANCE ITS POLICY MANDATE AS DESCRIBED IN SECTION  ONE  HUNDRED  FIFTY-
 SIX-I OF THIS ARTICLE;
   (II)  ENSURE THAT THE BOARD OF DIRECTORS FOLLOWS STRICT ETHICAL STAND-
 ARDS AS DETERMINED BY THE SPONSOR IN THE BANK OF  ROCHESTER'S  GOVERNING
 BYLAWS  AND  PROCEDURES, THROUGH THE CREATION AND ENACTMENT OF A CODE OF
 CONDUCT GOVERNING THE BOARD OF DIRECTORS' MANAGEMENT;
   (III) ENSURE THAT THE BANK OF ROCHESTER'S  OPERATIONS  ARE  CONSISTENT
 WITH  SOCIAL  EQUITY  PRINCIPLES, INCLUDING RACIAL, GENDER, AND ENVIRON-
 MENTAL JUSTICE;
   (IV) PROVIDE TECHNICAL ADVICE AS NEEDED.
   (C) ANY MEMBER APPOINTED TO A TERM ON THE ADVISORY  BOARD  SHALL  HAVE
 EXPERIENCE  IN ONE OR MORE OF THE FOLLOWING AREAS: ECONOMIC DEVELOPMENT,
 COMMUNITY BANKING, CREDIT UNION BANKING, CDFI BANKING, FINANCE, ACCOUNT-
 ING,  URBAN   OR   REGIONAL   PLANNING,   ENGINEERING,   INFRASTRUCTURE,
 CONSTRUCTION, PUBLIC POLICY, PUBLIC ADMINISTRATION, BUSINESS MANAGEMENT,
 LAW,  ETHICS,  LAND  USE,  MANAGEMENT  OF  LARGE CAPITAL PROJECTS, LABOR
 RELATIONS, HUMAN RIGHTS AND FAIR LENDING, COMMUNITY  ADVOCACY,  OR  HAVE
 EXPERIENCE  IN SOME OTHER AREA OF ACTIVITY CENTRAL TO THE POLICY MANDATE
 OF THE BANK OF ROCHESTER.
   (D) ANY ACTION REQUIRED OR PERMITTED BY THIS CHAPTER TO  BE  TAKEN  BY
 THE  BOARD  OF DIRECTORS OR ADVISORY BOARD MAY BE TAKEN AT A DULY CALLED
 MEETING OF SUCH BOARD IN ACCORDANCE  WITH  ITS  GOVERNING  DOCUMENTS  OR
 WITHOUT  A MEETING IF THE ACTION TAKEN IS EVIDENCED BY ONE OR MORE WRIT-
 TEN CONSENTS DESCRIBING THE ACTION TAKEN AND SIGNED BY  EACH  MEMBER  OF
 THE BOARD OF DIRECTORS.
   §  156-D.  BANK  OF  ROCHESTER  CHARTER  REQUIREMENTS.  1. THE BANK OF
 ROCHESTER SHALL BE CHARTERED BY THE SUPERINTENDENT PURSUANT  TO  ARTICLE
 FIFTEEN OF THIS CHAPTER.
   2.  NOTWITHSTANDING  ANY  CONFLICTING PROVISIONS IN ARTICLE FIFTEEN OF
 THIS CHAPTER, IN ADDITION TO THE INFORMATION REQUIRED BY  SUCH  ARTICLE,
 THE  BANK  OF ROCHESTER CHARTER APPLICATION DOCUMENTS SHALL ADDITIONALLY
 DEMONSTRATE THE FOLLOWING:
   (A) THE POLICY MANDATE OF THE PROPOSED BANK OF ROCHESTER IS CONSISTENT
 WITH THE PURPOSES AND GUIDELINES SET FORTH  UNDER  SECTION  ONE  HUNDRED
 FIFTY-SIX-I OF THIS ARTICLE;
   (B)  MINIMUM INITIAL CAPITALIZATION IS NO LESS THAN TEN PERCENT OF THE
 BANK OF ROCHESTER'S PROJECTED LENDING TOTAL FOR THE FIRST YEAR OF OPERA-
 TION AFTER RECEIPT OF ITS CHARTER;
   (C) ADEQUATE RESERVES  AND  LIQUIDITY  EXIST  TO  COVER  THE  BANK  OF
 ROCHESTER'S  OBLIGATIONS  RELATING  TO DEPOSIT WITHDRAWALS AND DEFAULTED
 LOANS;
   (D) THE QUALIFICATIONS OF THE PROPOSED DIRECTORS;
   (E) THE QUALIFICATIONS OF THE PROPOSED  CHIEF  EXECUTIVE  OFFICER  AND
 MANAGEMENT TEAM;
   (F) AN ORGANIZATIONAL CHART;
   (G)  POLICIES  AND  PROCEDURES  PROHIBITING ANY MEMBER ON THE BOARD OF
 DIRECTORS, OR AFFILIATES OF SUCH MEMBERS, FROM RECEIVING A LOAN OR OTHER
 FINANCIAL BENEFIT FROM THE BANK OF ROCHESTER;
   (H) PROCEDURES FOR OBTAINING FIDELITY INSURANCE;
 A. 10134                            7
 
   (I) SUFFICIENT INTERNAL AUDITS AND CONTROLS;
   (J)  A  PRO  FORMA FINANCIAL STATEMENT PROJECTING ASSETS, LIABILITIES,
 INCOME AND EXPENSES FOR NO LESS THAN A THREE-YEAR PERIOD;
   (K) NO MATERIAL NEGATIVE IMPACT OF THE BANK OF ROCHESTER ON THE  SPON-
 SOR'S FINANCIAL CONDITION;
   (L)  A  PLAN  TO  COMPLY  WITH THE COMMUNITY REINVESTMENT ACT AND FAIR
 LENDING REQUIREMENTS, PURSUANT TO SECTION TWO  HUNDRED  NINETY-SIX-A  OF
 THE EXECUTIVE LAW;
   (M) A CERTIFICATE OF INCORPORATION;
   (N)  A  NARRATIVE  BUSINESS PLAN DESCRIBING THE BANKING SERVICES TO BE
 PROVIDED; AND
   (O) SUCH OTHER INFORMATION AS THE SUPERINTENDENT MAY REQUIRE.
   § 156-E. FINANCIAL AND OPERATIONS FRAMEWORK. 1. THE BANK OF  ROCHESTER
 MAY RAISE CAPITAL THROUGH:
   (A)  THE  RECEIPT  AND  LEVERAGE  OF  PUBLIC DEPOSITS FROM THE CITY OF
 ROCHESTER, COUNTY OF MONROE OR ANY LOCAL AGENCY THEREOF,  THE  STATE  OF
 NEW YORK, AND THE FEDERAL GOVERNMENT;
   (B)  EQUITY CONTRIBUTIONS FROM THE CITY OF ROCHESTER, COUNTY OF MONROE
 OR ANY LOCAL AGENCY THEREOF, THE STATE OF  NEW  YORK,  AND  THE  FEDERAL
 GOVERNMENT;
   (C)  THE  SALE OF DEBT SECURITIES AND OTHER OBLIGATIONS TO THE CITY OF
 ROCHESTER, COUNTY OF MONROE OR ANY LOCAL AGENCY THEREOF,  THE  STATE  OF
 NEW YORK, AND THE FEDERAL GOVERNMENT; AND
   (D)  THE  SALE  OF  DEBT  SECURITIES  AND  OTHER  OBLIGATIONS TO THIRD
 PARTIES.
   2. THE BANK OF ROCHESTER SHALL BE EXEMPT  FROM  ALL  FORMS  OF  TAXES,
 INCLUDING  BUT  NOT  LIMITED  TO  STATE, COUNTY, AND MUNICIPAL TAXES AND
 LICENSES, OF ANY KIND, INCLUDING INCOME, CAPITAL GAIN, REAL  ESTATE  AND
 MORTGAGE RECORDING TAXES.
   3.  THE  BANK OF ROCHESTER SHALL NOT BE SOLD TO OR MERGED WITH ANOTHER
 ENTITY UNLESS SUCH ENTITY HAS A PUBLIC BANK  CHARTER  AND  THE  SALE  OR
 MERGER HAS BEEN APPROVED BY THE SUPERINTENDENT.
   §  156-F. TRANSPARENCY AND FINANCIAL REPORTING. 1. THE BANK OF ROCHES-
 TER SHALL, ON OR BEFORE THE FIRST DAY OF FEBRUARY OF EACH  YEAR,  SUBMIT
 TO THE GOVERNOR, THE STATE LEGISLATURE, THE MAYOR OF THE CITY OF ROCHES-
 TER,  THE  ROCHESTER  CITY  COUNCIL,  AND  THE  MONROE  COUNTY COUNCIL A
 DETAILED REPORT SETTING FORTH ITS  OPERATIONS  AND  FISCAL  TRANSACTIONS
 DURING  THE  PRECEDING  CALENDAR  YEAR WITH A STATEMENT OF ITS FINANCIAL
 CONDITION AS OF THE END OF SUCH YEAR AND A STATEMENT OF ALL RECEIPTS AND
 EXPENDITURES DURING SUCH YEAR.
   2. THE BANK OF ROCHESTER ADVISORY BOARD SHALL INCLUDE IN  SUCH  ANNUAL
 REPORT  AN EVALUATION OF THE BANK OF ROCHESTER'S PERFORMANCE IN RELATION
 TO ITS POLICY MANDATE, ITS ETHICAL STANDARDS, AND ITS  FINANCIAL  SOUND-
 NESS.  IT SHALL PRODUCE SUCH EVALUATION IN COLLABORATION WITH NON-VOTING
 DIRECTORS.
   § 156-G. INSURANCE AND REHABILITATION. DEPOSITS OF PUBLIC  FUNDS  MADE
 TO  THE  BANK  OF  ROCHESTER FROM ANY GOVERNMENTAL ENTITY OR SUBDIVISION
 THEREOF SHALL BE GUARANTEED BY THE STATE OF NEW YORK, PROVIDED  HOWEVER,
 THAT  THE  SUPERINTENDENT SHALL HAVE THE AUTHORITY TO TAKE POSSESSION OF
 THE BANK OF ROCHESTER PURSUANT TO SECTION SIX HUNDRED SIX OF THIS  CHAP-
 TER.
   §  156-H.  DEPOSITS.  1.  THE BOARD OF DIRECTORS SHALL DEVELOP A PLAN,
 SUBJECT TO APPROVAL BY THE ADVISORY BOARD, TO ACCEPT AND  MANAGE  DEPOS-
 ITS.
   2.  THE BANK OF ROCHESTER MAY ACCEPT DEPOSITS BUT SHALL BE EXEMPT FROM
 THE REQUIREMENTS OF SECTION TEN OF THE GENERAL MUNICIPAL LAW.
 A. 10134                            8
 
   3. THE COMPTROLLER AND CHIEF FINANCIAL OFFICER OF THE CITY OF  ROCHES-
 TER  AND  COUNTY OF MONROE, RESPECTIVELY, SHALL BE AUTHORIZED TO DEPOSIT
 PUBLIC FUNDS IN THE  BANK  OF  ROCHESTER,  PROVIDED  THAT  THE  BANK  OF
 ROCHESTER'S  BUSINESS  PLAN  PERMITS THE RESPECTIVE COMPTROLLER OR CHIEF
 FINANCIAL OFFICER TO MEET THE SHORT OR INTERMEDIATE-TERM LIQUIDITY NEEDS
 OF THE SPONSOR.
   §  156-I.  POLICY  MANDATE. THE BOARD OF DIRECTORS SHALL ESTABLISH THE
 BANK OF ROCHESTER'S POLICY MANDATE, SUBJECT TO APPROVAL BY THE MAYOR  OF
 THE  CITY  OF ROCHESTER AND THE PRESIDENT OF THE ROCHESTER CITY COUNCIL.
 THE OVERALL UNDERWRITING AND FINANCIAL POLICIES OF THE BANK OF ROCHESTER
 SHALL MAXIMIZE AND PRIORITIZE LOANS TO ADVANCE ITS POLICY MANDATE.
   § 156-J. ETHICS AND FINANCIAL DISCLOSURE. 1. EVERY MEMBER OF THE BOARD
 OF DIRECTORS AND ADVISORY BOARD AND EVERY OFFICER OF THE BANK OF ROCHES-
 TER SHALL SUBMIT AN  ANNUAL  FINANCIAL  DISCLOSURE  FORM,  ON  THE  FORM
 DESCRIBED  IN SUBDIVISION THREE OF SECTION SEVENTY-THREE-A OF THE PUBLIC
 OFFICER'S LAW, OR ON A SUBSTANTIALLY EQUIVALENT FORM, TO  THE  ROCHESTER
 OFFICE OF PUBLIC INTEGRITY. SUCH FORM SHALL BE PRESCRIBED BY THE ROCHES-
 TER OFFICE OF PUBLIC INTEGRITY AND PROVIDED TO THE BANK OF ROCHESTER.
   2.  NOTWITHSTANDING  ANY  CONFLICTING PROVISION IN THIS ARTICLE TO THE
 CONTRARY, EVERY BOARD OF DIRECTORS MEMBER, ADVISORY  BOARD  MEMBER,  AND
 OFFICER  SHALL  ADHERE  TO  THE ETHICAL STANDARDS ESTABLISHED IN SECTION
 SEVENTY-FOUR OF THE PUBLIC OFFICERS LAW.
   § 156-K. INCONSISTENCY WITH OTHER LAWS. THE BANK  OF  ROCHESTER  SHALL
 COMPLY  WITH  ALL  REQUIREMENTS  OF THIS CHAPTER, THE FINANCIAL SERVICES
 LAW, THE STATE FINANCE LAW, THE LOCAL FINANCE LAW, THE GENERAL MUNICIPAL
 LAW,  THE  NOT-FOR-PROFIT  CORPORATION  LAW,  AND  ALL  OTHER   RELEVANT
 PROVISIONS  OF  STATE OR LOCAL LAW, EXCEPT TO THE EXTENT THAT A REQUIRE-
 MENT OF ANY OF THOSE LAWS IS INCONSISTENT WITH A PROVISION OF THIS ARTI-
 CLE, IN WHICH CASE THE PROVISIONS OF THIS ARTICLE SHALL PREVAIL.
   § 156-L. OWNERS NOT TO BE CONSIDERED BANK HOLDING COMPANIES.  FOR  THE
 PURPOSES  OF  SECTION ONE HUNDRED FORTY-ONE OF THIS CHAPTER, THE SPONSOR
 OF THE BANK OF ROCHESTER SHALL NOT BE CONSIDERED A BANK HOLDING  COMPANY
 BY REASON OF THAT OWNERSHIP INTEREST.
   §  5.  Section  98 of the state finance law is amended by adding a new
 subdivision 7-a to read as follows:
   7-A. COMMERCIAL PAPER, DEBT SECURITIES, BONDS, NOTES, OR  OTHER  OBLI-
 GATIONS  OF  THE BANK OF ROCHESTER, AS ESTABLISHED BY ARTICLE THREE-C OF
 THE BANKING LAW.
   § 6. This act shall take effect immediately.