§ 4. New York city health and hospitals corporation. 1. A corporation,\nto be known as the "New York city health and hospitals corporation," is\nhereby created. Such corporation shall be a body corporate and politic\nconstituting a public benefit corporation. It shall be administered by a\nboard of directors consisting of sixteen members, constituted as\nfollows: five directors shall be the administrator, the commissioner\nappointed by the mayor as chief administrative officer of the health\nfunctions of the administration, the director of community mental health\nservices of the administration, the administrator of human resources of\nthe city, and the deputy mayor-city administrator of the city, or their\nsuccessors, all serving ex-officio; ten directors shall be appointed by\nthe mayor, five of whom shall be designated by the city council of the\ncity of New York; and the remaining director shall be the chief\nexecutive officer of the corporation. Such chief executive officer shall\nbe chosen by the aforementioned fifteen directors from persons other\nthan themselves and shall serve at the pleasure of the board. The terms\nof the ten directors first appointed by the mayor, other than those\nserving ex-officio shall be as follows:\n Two shall serve for terms of one year each, one of whom shall have\nbeen designated by the city council;\n Two shall serve for terms of two years each, one of whom shall have\nbeen designated by the city council;\n Two shall serve for terms of three years each, one of whom shall have\nbeen designated by the city council;\n Two shall serve for terms of four years each, one of whom shall have\nbeen designated by the city council;\n Two shall serve for terms of five years each, one of whom shall have\nbeen designated by the city council;\nthereafter their successors shall serve for terms of five years each.\nThe mayor shall fill any vacancy which may occur by reason of death,\nresignation or otherwise in a manner consistent with the original\nappointment. Directors may be removed by the mayor for cause, but not\nwithout an opportunity to be heard.\n 2. The administrator of health services of the city shall be chairman\nof the board of directors. He shall preside over all meetings of the\nboard and shall have such other duties as the directors may direct. The\nvice-chairman, who shall be elected by the directors from among\nthemselves, shall preside over meetings of the board in the absence of\nthe chairman and shall have such other duties as the board may direct.\n 3. The powers of the corporation shall be vested in and exercised by\nthe board of directors at a meeting duly held at a time fixed by any\nby-law adopted by the board, or at any duly adjourned meeting of such\nmeeting or at any meeting held upon reasonable notice to all of the\ndirectors, or upon written waiver thereof, and a majority of the whole\nnumber of directors shall constitute a quorum; provided, that neither\nthe business nor the powers of the corporation shall be transacted or\nexercised except pursuant to the favorable vote of at least a majority\nof the directors present at a meeting at which a quorum is in\nattendance. The board may delegate to one or more of the directors,\nofficers, agents or employees of the corporation such powers and duties\nas it may deem proper. For the purposes of this subdivision three,\n"whole number" shall mean the total number of directors that the board\nwould have were there no vacancy in the office of a director.\n 4. The directors shall not be entitled to compensation for their\nservice but shall be reimbursed for actual and necessary expenses\nincurred by them in the performance of their official duties. The\ndirectors may engage in private employment or in a profession or\nbusiness, unless otherwise prohibited from doing so by virtue of holding\nanother public office, subject to the provisions of article eighteen of\nthe general municipal law. For the purposes of such article eighte
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