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Pursuant to the provisions of Section 806 of the General Municipal Law, the Board of Trustees of the Agriculture and New York State Horse Breeding Development Fund ("the Fund") promulgates these rules of ethical conduct for the officers and employees of the Fund. These rules shall be in addition to any prohibition of Article 18 of the General Municipal Law, Sections 73 and 74 of the Public Officers Law or any other general or special law relating to ethical conduct and interest in contracts of municipal officers and employees. Definitions
BY-LAWS OF THE AGRICULTURE & NEW YORK STATE HORSE BREEDING DEVELOPMENT FUND
ARTICLE I Offices.
Section 1.1. Location. The principal office of the Agriculture and New York State Horse Breeding Development Fund (the “Fund”) shall be located within the State of New York. The Fund may also maintain additional offices within the State of New York as the Board may from time to time determine.
ARTICLE II Powers, Organization and Administration.
Section 2.1. Governing Laws. The powers, organization and administration of the Fund shall be in accordance with the provisions of Section 330 et seq. of the New York Racing, Pari-Mutuel Wagering and Breeding Law (the “Racing Law”), any other applicable laws and these By-Laws.
Section 2.2. Powers of Members. Subject to the provisions of these By-Laws, the activities and affairs of the Fund shall be conducted, and all corporate powers shall be exercised by or under the direction of a Board of Directors, appointed and qualified under section 330 of the Racing Law. Members of the Board shall perform each of their duties as board members in good faith and with that degree of diligence, care and skill which an ordinarily prudent person in like position would use under similar circumstances and apply independent judgment in the best interest of the Fund, its mission and the public. The Board may delegate responsibility for management of the activities and affairs of the Fund to officers and employees of the Fund or committees of the Board, provided that these activities and affairs of the Fund shall be exercised under the ultimate direction of the Board.
Section 2.3 Fiscal Year. The fiscal year of the Fund shall each begin January 1 and end December 31.
Section 2.4. Form of Seal. The seal of the Fund shall be in such form as may be determined, from time to time, by the Fund.
ARTICLE III Meetings of the Fund.
Section 3.1. Annual Meeting. The Annual Meeting of the Board shall be held at a time and place designated by the Board, within the State of New York, designated in the notice of same.
Section 3.2. Regular Meetings. The Board may establish a schedule of regular meetings to be held, within the State of New York, between the annual meetings. The regular business of the Board may be transacted at such meetings.
Section 3.3. Special Meetings. Special meetings of the Board may be called by the Chair, or upon the written request of at least two (2) Members. Each special meeting shall be held at the time and place, within the State of New York, as the person calling same shall determine.
Section 3.4. Notices. Notice of each annual and each special meeting of the Board shall be given by mailing the same, at least three (3) days before the day on which the meeting is to be held, to the address of each Member designated by him or her for such purpose (or, if none is designated, to his or her last known address) or by delivering it personally, by e-mail, or telephonically at least 12 hours in advance of the time for which the meeting is called. Notice of any meeting need not be given to any Member who submits a signed waiver of notice thereof before, at or after the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in any notice or written waiver of notice unless so required by these By-Laws. Notice to the public shall also be given in accordance with the requirements of the Open Meetings Law. Unless a meeting is exempt from webcasting under Section 3.5 of these By-Laws, the Notice to the public shall further advise that a video recording of the meeting shall be accessible from the Fund’s website (www.nysirestakes.com) not later than two (2) business days after the close of the meeting.
Section 3.5. Webcasting. All Meetings of the Board shall be accessible on the Internet after the conclusion of the meeting. In the event that webcasting of a particular Meeting is not practical or appropriate, the Fund shall seek approval for an exemption from the requirement for webcasting, and if such exemption is granted, the Meeting may be conducted without utilizing webcasting.
Section 3.6. Quorum and Exercise of Powers. A majority of the whole number of the Board shall constitute a quorum authorized to transact any business presented at any meeting of the Board. All action shall be taken by vote of a majority of the whole number of the Board. If at any meeting there is less than a quorum, a majority of those Members present may, from time to time, adjourn the meeting without notice to any absent Member.
Section 3.7. Meetings by Video Conference.
(a) The Board has determined that meetings may be held by videoconference, subject to the provisions herein. The option of videoconferencing will facilitate participation by the Members of the Board and will allow additional opportunities for members of the public to attend, listen, and observe the meetings of the Board via videoconference technology or from at least one physical location at which one or more Members participates.
(b) Each Board Member shall be physically present at each meeting, at one of the locations that is open to the public, unless such Member is unable to be physically present at any such meeting location due to extraordinary circumstances.
(c) The Board has determined that the following reasons constitute extraordinary circumstances: (1) illness; (2) disability; (3) caregiving responsibilities; or any other significant or unexpected factor or event which precludes the Member’s physical attendance at such meeting.
(d) If a Member is unable to be physically present at one of the designated public meeting locations and wishes to attend by videoconference from a private location because of extraordinary circumstances as defined above, the Member may attend Board Meetings by videoconference from a private location without allowing in person public attendance. The Member shall take precautions to ensure that information discussed in Executive Session is not able to be heard or viewed by parties other than the Member. The Member shall so notify the Chair as soon as possible after the extraordinary circumstance becomes known.
(e) If the number of Members physically present at one or more physical locations open to the public constitutes a quorum, the Meeting may be convened. A Member who is attending from a private location shall not count toward the quorum, but that Member may participate and vote, provided that the number of Members participating at one or more physical locations open to the public constitutes a quorum.
(f) Members participating by videoconference, whether from a location open to the public or from a private location due to extraordinary circumstances, must be able to be heard, seen, and identified while the meeting is being conducted, including but not limited to any motions, proposals, resolutions, and any other matter formally discussed or voted upon.
(g) If videoconferencing is used to conduct a meeting, the public notice for the meeting shall inform the public that videoconferencing will be used, where the public can view and/or participate in such meeting, where required documents and records will be posted or available, and identify the physical locations for the meeting where the public can attend.
(h) Every meeting conducted via videoconference shall be recorded and such recordings posted or linked on the Fund’s website within two (2) business days following the meeting and shall remain available for a minimum of five (5) years thereafter. Such recordings shall be transcribed upon request. Minutes of the meeting shall be posted as soon as practicable after the meeting.
(i) During a State disaster emergency declared by the Governor pursuant to Executive Law, if the Fund determines that the circumstances that necessitated the emergency declaration would affect or impair the ability of the Fund to hold an in-person meeting, the meeting may be conducted without in-person participation to the extent permitted by law.
(j) All meetings of the Board conducted pursuant to this Section 3.7 shall also comply with the requirements of Section 3.5 of these By-Laws.
Section 3.8. Presiding Officer. At all meetings of the Board, the Chair shall be the presiding officer, except as hereinafter provided. In the event that a meeting occurs when the office of Chair is vacant or in the absence or disability of the Chair, the Board shall choose, from among those Members present, a presiding officer to preside at such meeting.
Section 3.9. Procedure. The order of business and all other matters of procedure at each meeting of the Board may be determined by the presiding officer.
ARTICLE IV Officers.
Section 4.1. Officers. The officers of the Fund shall be the Chair, Treasurer, and Executive Director and such additional officers as may be designated by resolution of the Fund who shall hold office at the pleasure of the Board.
Section 4.2. Acts of the Fund. All acts, agreements and documents of the Fund shall be performed or executed in the name of the Fund by an authorized officer. The following are each designated as an authorized officer of Fund for such purposes: the Chair, the Treasurer, the Executive Director and any other person authorized, from time to time, by the Board or an authorized officer of the Fund, to perform any specific act or to execute any specific document.
Section 4.3. Delegation by Authorized Officer. Except as provided in Section 4.4 hereof or any resolution of the Board, an authorized officer is authorized to approve contracts of the Fund provided that, in the case of procurement contracts, such contracts have been awarded in accordance with the Fund’s Procurement Guidelines and Procedures adopted pursuant to section twenty eight hundred seventy nine of the Public Authorities Law, as the same may be amended from time to time.
Section 4.4. Contracts Requiring Board Approval. The Board must approve: (a) any contract for the general corporate purposes in excess of fifty thousand dollars ($50,000) unless such contract constitutes an “Exempt Contract” as that term is defined in the Fund’s Procurement Guidelines and Procedures; (b) any contract for the retention of outside counsel or independent auditors; or (c) any collective bargaining agreement between the Fund and its employees.
Section 4.5. Removal and Vacancies. Any officer (other than the Chair) may be removed or have his or her authority suspended by the Board at any time, with or without cause. If an office becomes vacant for any reason, the Board shall have the power to fill such vacancy.
Section 4.6. Officers Holding Two or More Offices. Any two or more offices, other than the office of Chair, may be held by the same person, except that no Member of the Board shall be appointed to serve as a Staff Officer enumerated in Section 5.1 hereof; provided further, no officer shall execute or verify any instrument in more than one capacity if such instrument is required by law or otherwise to be executed or verified by two or more officers.
Section 4.7. Delegation by the Board. In the event of a vacancy in any office or the absence or disability of any officer or for any other reason that the Board may deem sufficient, the Board, except as otherwise provided by law or these By-Laws, may temporarily delegate the powers or duties of any officer to any other officer or to any Member.
Section 4.8. Statutory Officers. By law, the Governor shall appoint a Chair from among the Members appointed by him or her who shall serve as such until his or her successor is appointed.
Section 4.9. Chair. The Chair shall:
(a) serve as the Board’s primary liaison with the Executive Director and other Staff Officers and supervise the flow of information from such senior management to the Members;
(b) coordinate the work of the Board’s committees;
(c) preside at all meetings of the Board at which he or she is present;
(d) enforce or cause to be enforced all laws and regulations relating to the administration of the Fund;
(e) call meetings of the Board when he or she deems it necessary;
(f) enforce these By-Laws and perform all the duties incident to the position of Chair; and
(g) exercise such other powers and perform such other duties as the Board may determine.
ARTICLE V Staff Officers and Personnel.
Section 5.1. Staff. The Board shall appoint an Executive Director and a Treasurer, each of whom shall hold office at the pleasure of the Board.
Section 5.2. Executive Director. The Executive Director shall be the chief administrative officer of the Fund and shall, subject to oversight by the Board, be responsible for the general supervision, efficient administration and operation and activities of the Fund, including supervision of the other personnel; carry out the policies and directives of the Board; be responsible for obtaining and furnishing to the Board financial and other reports as may be required by the Fund; recommend to the Board, from time to time, such measures as the Executive Director shall deem necessary or advisable; furnish the Board with necessary information respecting the operation of the Fund; be responsible for all matters relating to inter-governmental relations; be responsible for supervising the implementation and maintenance of those systems and processes necessary to assess and address risks confronted by the Fund in the performance of its corporate objectives, including those systems and processes related to internal controls, financial reporting and measuring corporate performance, and for furnishing the Board with necessary information respecting those functions; be responsible for the preparation and submission to the Board of the proposed annual budget for adoption at the annual meeting by the Board and of any amendments thereto, from time to time, for adoption by the Board; keep the Board informed as to the financial needs and condition of the Fund; and, exercise such other powers and perform such other duties as the Board may determine.
Section 5.3. Treasurer. The Treasurer shall be the chief fiscal officer of the Fund and supervise and direct all finance activities of the Fund; supervise and direct the Fund’s investments; supervise and direct the Fund’s accounting functions; report on operations and financial performance; recommend and implement financial policies; develop financial management systems and appropriate internal controls necessary for accurate financial reporting; give such certifications as are required by law with respect to financial statements and reports of the Fund; and, exercise such other powers and perform such other duties as the Board may determine.
Section 5.4. Other Personnel. The Executive Director may, from time to time, subject to the approval of the Board, employ such other personnel as the Executive Director may deem necessary to exercise the powers and perform the duties and functions necessary or convenient in carrying out the objectives and purposes of the Fund, define their duties and functions and set their terms of employment, subject, if applicable, to the terms of any collective bargaining agreement which may be in force.
Section 5.4.1. Service employees. The Board may delegate to one or more of the directors or officers of the Fund such powers and duties as it may deem proper and shall utilize, pursuant to a contract approved by the director of the Budget, the service employees of the state gaming commission and the state office of racing promotion and development.
Section 5.5. Professional Services. The Chair may, subject to the provisions of Section 4.4 of these By-Laws and in accordance with the Fund’s Procurement Policies and Procedures, retain such consultants and other experts as he or she may determine to be necessary or advisable and may fix the terms of such engagement or retainer.
ARTICLE VI Committees.
Section 6.1. Committees. The Board shall have an Audit Committee and a Corporate Governance Committee to exercise such powers and perform such duties of the Board to the extent provided in the resolution of the Board establishing such Committee and the respective Committee Charter approved by the Board, including those responsibilities required to be assigned to each such Committee. The Chair may also create one or more other committees of the Board as the Chair deems necessary. Each committee shall consist of three or more Members of the Board, or their designees, who shall constitute a majority of the committee’s members. The Chair of the Board may be a voting member of any committee on which he or she may serve.
Section 6.2. Appointment and Removal. The Chair of the Fund shall have the power of appointment and removal, with or without cause, of members of all committees and designation and removal, with or without cause, of the Chairs of all committees.
Section 6.3. Meetings. Meetings of any committee of the Board may be held at such places, within the State of New York, as the committee shall determine. Regular meetings of any committee of the Board shall be held at such times as may be determined by either the Board or such committee, and notice shall be required to be given to the members of the Board for any regular meeting. Special meetings of any committee shall be called by the Chair of the Fund upon the request of any two (2) members thereof. Notice of special meetings of any committee of the Board shall be given by mailing the same, at least three (3) days before the day on which the meeting is to be held, to the address of each member of the Board designated by him or her for such purpose (or, if none is designated, to his or her last known address) or by delivering it personally, by e-mail, or telephonically at least 12 hours in advance of the time for which the meeting is called. Notice of any meeting need not be given to any committee member who submits a signed waiver of notice thereof before, at or after the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of any committee need be specified in any notice or written waiver of notice unless so required by these By-Laws. Committees may conduct meetings by video conference in accordance with the provisions of Section 3.7 hereof. All meetings shall be conducted in compliance with the Open Meetings Law and shall comply with the requirements of Section 3.5 of these By-Laws.
Section 6.4. Conduct of Meetings. The Chair of the committee or, in the event that the office of committee Chair is vacant or in the absence or disability of the committee Chair, the member of the committee present who has the longest period of consecutive membership on the Board shall preside at each meeting of the committee.
Section 6.5. Quorum and Voting. A majority of the whole number of the voting members of any committee shall constitute a quorum for the transaction of business, and all action shall be taken by vote of a majority of the whole number of the members of such committee. In the absence of a quorum, a majority of the members of a committee present may adjourn any meeting, from time to time, without further notice to any absent committee member.
Section 6.6. Minutes. All committees shall keep minutes of their acts and proceedings, which shall be submitted to the Board.
ARTICLE VII Indemnification of Members, Officers and Employees.
Section 7.1. Right of Indemnification. Each Member, officer and employee of the Fund whether or not then in office, and any person whose testator or intestate was such a Member, officer or employee, shall be indemnified by the Fund in accordance with and to the fullest extent permitted by law for the defense of, or in connection with, civil or criminal actions or proceedings or appeals therein arising out of the Members’, officers’ or employees’ exercise or carrying out of any of the Fund’s purposes and powers; provided however, that no Member, officer or employee shall be reimbursed for attorney fees and expenses incurred by the Member, officer or employee in his or her defense of a criminal proceeding or matter unless such Member, officer or employee is acquitted of such charges or the charges are dismissed, or if the attorney fees and expenses are incurred in connection with a grand jury appearance, no true bill is returned against the member, officer of employee. All activities undertaken or associated with the rendering of first aid by any Member, officer or employee of the Fund, pursuant to an automatic defibrillator program administered by the Fund in accordance with all applicable laws, rules and regulations, whether such persons are acting as volunteers or by virtue of their assigned work responsibilities, shall for purposes of indemnification pursuant to this Section 7.1 be considered a purpose or power of the Fund.
Section 7.2. Other Rights of Indemnification. The right of indemnification herein provided shall not be deemed exclusive of any other rights to which any such Member, officer or employee may now or hereafter be otherwise entitled and specifically, without limiting the generality of the foregoing, shall not be deemed exclusive of the rights, pursuant to statute or otherwise, of any such Member, officer or employee in any such action or proceeding to have assessed or allowed in his favor, against the Fund or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.
ARTICLE VIII By-Laws, Amendments, Rules and Regulations.
Section 8.1. Procedure for Amending By-Laws. By-Laws of the Fund may be adopted, amended or repealed at any meeting of the Board, notice of which shall have referred to the proposed action, by vote of a majority of the whole number of the Members of the Board.
Section 8.2. Rules and Regulations. The Board of Directors may promulgate rules and regulations and may change, amend, or repeal them from time to time, by the affirmative vote of a majority of the whole number of directors given at a regular meeting or at any special meeting of the Board.
ARTICLE IX Contracts, Checks, Drafts, Bank Accounts, Etc.
Section 9.1. Execution of Documents. The Board shall designate the officers, employees and agents of the Fund who shall have the power to execute and deliver contracts, checks, drafts and other orders for the payment of money, and other documents for and in the name of the Fund, and may authorize such officers, employees and agents to delegate such power by written instrument to other officers, employees or agents of the Fund.
Section 9.2. Deposits. All funds of the Fund not otherwise employed shall be deposited from time to time to the credit of the Fund or otherwise in such banks or trust companies organized in New York or national banks doing business in New York State, as the Board shall determine.
ARTICLE X Books and Records
Section 10.1. The books and records of the Fund shall be kept at such places within the State of New York as the Board may from time to time determine. |
