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Board of directors
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 16
§ 1605. Board of directors.

(a) (1) The initial size of the board shall be determined in
accordance with section sixteen hundred three of this article. Unless
restricted by the actions or agreements specified in section sixteen
hundred three of this article, the provisions of this section shall

(2) The size of the board may be adjusted in accordance with by-laws
of the land bank.

(b) In the event that a land bank is created pursuant to an
intergovernmental agreement in accordance with section sixteen hundred
three of this article, such intergovernmental cooperation agreement
shall specify matters identified in paragraph (a) of section sixteen
hundred three of this article; provided, however, that each foreclosing
governmental unit shall have at least one appointment to the board.

(c) Any public officer shall be eligible to serve as a board member
and the acceptance of the appointment shall neither terminate nor impair
such public office. For purposes of this section, "public officer" shall
mean a person who is elected to a municipal office. Any municipal
employee or appointed officer shall be eligible to serve as a board

(d) The members of the board of directors shall select annually from
among themselves a chairman, a vice-chairman, a treasurer, and such
other officers as the board may determine, and shall establish their
duties as may be regulated by rules adopted by the board.

(e) The board shall establish rules and requirements relative to the
attendance and participation of members in its meetings, regular or
special. Such rules and regulations may prescribe a procedure whereby,
should any member fail to comply with such rules and regulations, such
member may be disqualified and removed automatically from office by no
less than a majority vote of the remaining members of the board, and
that member's position shall be vacant as of the first day of the next
calendar month. Any person removed under the provisions of this
paragraph shall be ineligible for reappointment to the board, unless
such reappointment is confirmed unanimously by the board.

(f) A vacancy on the board shall be filled in the same manner as the
original appointment.

(g) Board members shall serve without compensation, shall have the
power to organize and reorganize the executive, administrative,
clerical, and other departments of the land bank and to fix the duties,
powers, and compensation of all employees, agents, and consultants of
the land bank. The board may reimburse any member for expenses actually
incurred in the performance of duties on behalf of the land bank.

(h) The board shall meet in regular session according to a schedule
adopted by the board, and also shall meet in special session as convened
by the chairman or upon written notice signed by a majority of the

(i) A majority of the members of the board, not including vacancies,
shall constitute a quorum for the conduct of business. All actions of
the board shall be approved by the affirmative vote of a majority of the
members of that board present and voting; provided, however, no action
of the board shall be authorized on the following matters unless
approved by a majority of the total board membership:

(1) adoption of by-laws and other rules and regulations for conduct of
the land bank's business;

(2) hiring or firing of any employee or contractor of the land bank.
This function may, by majority vote of the total board membership, be
delegated to a specified officer or committee of the land bank, under
such terms and conditions, and to the extent, that the board may

(3) the incurring of debt;

(4) adoption or amendment of the annual budget; and

(5) sale, lease, encumbrance, or alienation of real property,
improvements, or personal property.

(j) Members of a board shall not be liable personally on the bonds or
other obligations of the land bank, and the rights of creditors shall be
solely against such land bank.

(k) Vote by proxy shall not be permitted. Any member may request a
recorded vote on any resolution or action of the land bank.

(l) Each director, officer and employee shall be a state officer or
employee for the purposes of sections seventy-three and seventy-four of
the public officers law.