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SECTION 207
Board of directors of a franchised corporation
Racing, Pari-Mutuel Wagering and Breeding Law (PML) CHAPTER 47-A, ARTICLE 2
* § 207. Board of directors of a franchised corporation. 1. a. The
board of directors, to be called the New York racing association
reorganization board, shall consist of seventeen members, five of whom
shall be elected by the present class A directors of The New York Racing
Association, Inc., eight to be appointed by the governor, two to be
appointed by the temporary president of the senate and two to be
appointed by the speaker of the assembly.

(i) The governor shall nominate a member to serve as chair, subject to
confirmation by majority vote of the board of directors. All non-ex
officio members shall have equal voting rights.

(ii) In the event of a member vacancy occurring by death, resignation
or otherwise, the respective appointing officer or officers shall
appoint a successor who shall hold office for the unexpired portion of
the term. A vacancy from the members appointed from the present board of
The New York Racing Association, Inc., shall be filled by the remaining
such members.

* b. The franchised corporation shall establish a compensation
committee to fix salary guidelines, such guidelines to be consistent
with an operation of other first class thoroughbred racing operations in
the United States; a finance committee, to review annual operating and
capital budgets for each of the three racetracks; a nominating
committee, to nominate any new directors to be designated by the
franchised corporation to replace its existing directors; and an
executive committee. Each of the compensation, finance, nominating and
executive committees shall include at least one of the directors
appointed by the governor, and the executive committee shall include at
least one of the directors appointed by the temporary president of the
senate and at least one of the directors appointed by the speaker of the
assembly.

* NB There are 2 par b's

* b. In addition to these voting members, the board shall have two ex
officio members to advise on critical economic and equine health
concerns of the racing industry, one appointed by the New York
Thoroughbred Breeders Inc., and one appointed by the New York
thoroughbred horsemen's association (or such other entity as is
certified and approved pursuant to section two hundred twenty-eight of
this article).

* NB There are 2 par b's

* c. All directors shall serve at the pleasure of their appointing
authority.

* NB There are 2 par c's

* c. Upon the effective date of this paragraph, the structure of the
board of the franchised corporation shall be deemed to be incorporated
within and made part of the certificate of incorporation of the
franchised corporation, and no amendment to such certificate of
incorporation shall be necessary to give effect to any such provision,
and any provision contained within such certificate inconsistent in any
manner shall be superseded by the provisions of this section. Such board
shall, however, make appropriate conforming changes to all governing
documents of the franchised corporation including but not limited to
corporate by-laws. Following such conforming changes, amendments to the
by-laws of the franchised corporation shall only be made by unanimous
vote of the board.

* NB There are 2 par c's

d. The board, which shall become effective upon appointment of a
majority of public members, shall terminate five years from its date of
creation.

2. Members of the board of directors shall serve without compensation
for their services, but publicly appointed members of the board shall be
entitled to reimbursement from the franchised corporation for actual and
necessary expenses incurred in the performance of their official duties.

3. Members of the board of directors, except as otherwise provided by
law, may engage in private employment, or in a profession or business,
however no member shall have any direct or indirect economic interest in
any video lottery gaming facility, excluding incidental benefits based
on purses or awards won in the ordinary conduct of racing operations, or
any direct or indirect interest in any development undertaken at the
racetracks of the state racing franchise.

4. The affirmative vote of a majority of members of the board of
directors shall be necessary for the transaction of any business or the
exercise of any power or function of the franchised corporation. The
franchised corporation may delegate on an annual basis to one or more of
its members, or its officers, agents or employees, such powers and
duties as it may deem proper.

5. Each voting member of the board of directors of the franchised
corporation shall annually make a written disclosure to the board of any
interest held by the director, such director's spouse or unemancipated
child, in any entity undertaking business in the racing or breeding
industry. Such interest disclosure shall be promptly updated, in
writing, in the event of any material change.

The board shall establish parameters for the reporting and disclosure
of such director interests.

* NB Effective until the appointment of a majority of the state
franchise oversight board members

* § 207. Board of directors of a franchised corporation. 1. a. The
board of directors, to be called the New York racing association board,
shall consist of seventeen members who shall have equal voting rights:
two appointed by the governor, two appointed by the temporary president
of the senate and two appointed by the speaker of the assembly; eight
appointed by the executive committee of the New York racing association
reorganization board of directors constituted pursuant to chapter four
hundred fifty-seven of the laws of two thousand twelve, which shall
continue to exist until such time as the appointments required hereunder
are made. The New York racing association will include knowledge of the
marketplace and communities in which the New York racing association
operates as a factor in board selection; one who shall be the president
and chief executive officer of the franchised corporation, ex officio
and without term limitation; one appointed by the New York Thoroughbred
Breeders, Inc.; and one appointed by the New York thoroughbred
horsemen's association representing at least fifty-one percent of the
horsemen using the facilities of the franchised corporation. The New
York racing association board may include additional ex officio,
non-voting members as appointed pursuant to a majority vote of the
board. All public appointed members of the board shall be a resident of
New York state.

(i) The governor shall nominate a member to serve as chair for an
initial term of three years, who shall serve at the pleasure of the
governor, subject to confirmation by majority vote of the board.
Thereafter, the board shall elect its chair, who shall serve at the
pleasure of the board, from among its members.

(ii) The term of voting membership on the New York racing association
board shall be three years. Individual appointees shall be limited to
serving as a voting member the lesser of three terms or nine years.
Notwithstanding the foregoing, the initial term of one member appointed
by each of the governor, temporary president of the senate, and speaker
of the assembly, the member appointed by the New York thoroughbred
horsemen's association, and the member appointed by the New York
Thoroughbred Breeders, Inc. shall expire March thirty-first, two
thousand eighteen; the initial term of the remaining members appointed
by each of the governor, temporary president of the senate, and speaker
of the assembly and two members appointed by the New York racing
association reorganization board shall expire on March thirty-first, two
thousand nineteen; and the remaining members shall serve full three-year
terms.

(iii) In the event of a member vacancy occurring by death, resignation
or otherwise, the respective appointing authority shall appoint a
successor who shall hold office for the unexpired portion of the term.
In the case of vacancies among members appointed by the executive
committee of the New York racing association reorganization board of
directors constituted pursuant to chapter four hundred fifty-seven of
the laws of two thousand twelve, appointments thereafter shall be made
by the executive committee of the New York racing association board as
constituted by the chapter of the laws of two thousand seventeen that
amended this section.

b. The franchised corporation shall establish a compensation committee
to fix salary guidelines, such guidelines to be consistent with an
operation of other first class thoroughbred racing operations in the
United States; a finance and audit committee, to review annual operating
and capital budgets for each of the three racetracks; a nominating and
governance committee, to nominate any new directors to be designated by
the franchised corporation to replace its existing directors and be
responsible for all issues affecting the governance of the franchised
corporation; an equine safety committee to review industry best
practices to improve the safety of horse racing of the three racetracks;
a racing committee to address all issues related to racing operations;
and an executive committee. Each of the compensation, finance,
nominating and executive committees shall include at least one public
member from among the directors appointed by the governor.

c. Upon the effective date of this paragraph, the structure of the New
York racing association board shall be deemed to be incorporated within
and made part of the certificate of incorporation of the franchised
corporation, and no amendment to such certificate of incorporation shall
be necessary to give effect to any such provision, and any provision
contained within such certificate inconsistent in any manner shall be
superseded by the provisions of this section. Such board shall, however,
make appropriate conforming changes to all governing documents of the
franchised corporation including but not limited to corporate by-laws.
Following such conforming changes, amendments to the by-laws of the
franchised corporation shall be made only by unanimous vote of the
board.

2. Members of the New York racing association board shall serve
without compensation for their services, but shall be entitled to
reimbursement from the franchised corporation for actual and necessary
expenses incurred in the performance of their duties for the board.

3. Members of the New York racing association board, except as
otherwise provided by law, may engage in private employment, or in a
profession or business, however no member shall have any direct or
indirect economic interest in any video lottery gaming facility,
excluding incidental benefits based on purses or awards won in the
ordinary conduct of racing operations, or any direct or indirect
interest in any development undertaken at the racetracks of the state
racing franchise including real estate development parcels as defined in
the franchise agreement.

4. The affirmative vote of a majority of members of the New York
racing association board shall be necessary for the transaction of any
business or the exercise of any power or function of the franchised
corporation. The franchised corporation may delegate on an annual basis
to one or more of its members, or its officers, agents or employees,
such powers and duties as it may deem proper.

5. Each voting member of the New York racing association board of the
franchised corporation shall annually make a written disclosure to such
board of any interest held by the director, such director's spouse or
unemancipated child, in any entity undertaking business in the racing or
breeding industry. Such interest disclosure shall be promptly updated,
in writing, in the event of any material change.

The New York racing association board shall establish parameters for
the reporting and disclosure of such director interests.

6. Each voting member of the New York racing association board
appointed by the executive committee of the New York racing association
reorganization board of directors shall seek a racetrack management
license issued by the gaming commission, any fees for which shall be
waived by the commission. No voting member of the board required by the
foregoing to seek a racetrack management license may vote on any board
matter until such license is issued.

7. For purposes of section two hundred twelve of this article, the
establishment of The New York Racing Association, Inc. board of
directors under this section shall not constitute the assumption of the
franchise by a successor entity.

8. The franchise corporation shall not have any direct or indirect
ownership, control, influence, or investment, in any franchise oversight
board approved development or such alternative use as may be approved by
the franchise oversight board conducted on the real estate development
parcels as defined in the franchise agreement.

* NB Effective upon the appointment of a majority of the state
franchise oversight board members