§ 4. New York state urban development corporation. (1) There is hereby\ncreated the New York state urban development corporation. The\ncorporation shall be a corporate governmental agency of the state,\nconstituting a political subdivision and public benefit corporation. Its\nmembership shall consist of nine directors as follows: the\nsuperintendent of financial services, the chairman of the New York state\nscience and technology foundation, and seven directors to be appointed\nby the governor with the advice and consent of the senate. From the\nseven directors appointed by him, the governor shall designate the\nchairman of the corporation and two others who shall all serve at the\npleasure of the governor. Of the four remaining directors, one of such\ndirectors first appointed by the governor after the effective date of\nthis subdivision as amended shall serve for a term ending January first\nnext succeeding his appointment, one of such directors shall serve for a\nterm ending one year from such date, one of such directors shall serve\nfor a term ending two years from such date, and one of such directors\nshall serve for a term ending three years from such date. Their\nsuccessors shall serve for terms of four years each. Directors shall\ncontinue in office until their successors have been appointed and\nqualified. In the event of a vacancy occurring in the office of a\ndirector by death, resignation or otherwise, the governor shall appoint\na successor with the advice and consent of the senate to serve for the\nbalance of the unexpired term. The governor shall appoint the president\nof the corporation, with the advice and consent of the senate, who shall\nbe the chief executive officer of the corporation and who shall serve at\nthe pleasure of the governor. Such president may be one of the directors\nappointed by the governor.\n (1-a) The superintendent of financial services and the chairman of the\nNew York state science and technology foundation each may designate a\nperson from his department to represent him at all meetings of the\ncorporation from which such director may be absent. Any representative\nso designated shall have the power to attend and to vote at any meeting\nof the corporation from which the director so designating him is absent,\nwith the same force and effect as if the director designating him were\npresent and voting. Such designation shall be by written notice filed\nwith the chairman of the corporation by the director making the\ndesignation. The designation of each such person shall continue until\nrevoked at any time by written notice to the chairman by the director\nmaking the designation. Such designation shall not limit the power of\nthe director making the designation to attend and vote in person at any\nmeeting of the corporation.\n (2) The directors, other than the chairman, shall serve without salary\nor other compensation, but each director, including the chairman, shall\nbe entitled to reimbursement for actual and necessary expenses incurred\nin the performance of his or her official duties. Anything to the\ncontrary contained herein notwithstanding, the president of the\ncorporation, whether or not he or she is a director, and the chairman if\nhe or she is not the president shall be entitled to receive such salary\nas the directors may determine for their services as chief executive\nofficer and chairman respectively.\n (3) Such directors other than the superintendent of financial\nservices, the chairman of the New York state science and technology\nfoundation, and any director who serves as president of the corporation\nmay engage in private employment, or in a profession or business. The\ncorporation, its directors, officers and employees shall be subject to\nthe provisions of sections seventy-three and seventy-four of the public\nofficers law.\n (3-a) The state shall save harmless and indemnify any person who shall\nhave served as a director, officer or employee of the corporation\n
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