S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________
                                          812
                              2015-2016 Regular Sessions
                                 I N  A S S E M B L Y
                                    January 7, 2015
                                      ___________
       Introduced by M. of A. BRENNAN, CUSICK, TITONE, COOK, ROSENTHAL, MALLIO-
         TAKIS,  ROBINSON,  KAVANAGH,  ABINANTI,  WEPRIN, BRONSON, ROZIC, OTIS,
         AUBRY, BUCHWALD, TITUS, MILLER, CAMARA, GUNTHER -- Multi-Sponsored  by
         --  M.  of  A.  ABBATE, ARROYO, BENEDETTO, BORELLI, BRAUNSTEIN, CLARK,
         COLTON, CRESPO, GALEF, GLICK,  GOLDFEDER,  GOTTFRIED,  JAFFEE,  MAGEE,
         MAGNARELLI, MARKEY, MAYER, MOSLEY, MOYA, ORTIZ, PAULIN, PERRY, RIVERA,
         ROBERTS,  RYAN,  SCARBOROUGH,  SCHIMEL,  SIMOTAS, WRIGHT, ZEBROWSKI --
         read once and referred to the Committee on  Corporations,  Authorities
         and Commissions
       AN  ACT  to  amend chapter 154 of the laws of 1921, relating to the Port
         Authority of New York and New Jersey and to amend the public  officers
         law,  in  relation to enacting the "port authority of New York and New
         Jersey transparency and accountability act of 2015" and in relation to
         the functioning of the port authority  as  an  open,  transparent  and
         accountable interstate public authority
         THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
       BLY, DO ENACT AS FOLLOWS:
    1    Section 1. Short title. This act shall be known and may  be  cited  as
    2  the "port authority of New York and New Jersey transparency and account-
    3  ability act of 2015".
    4    S  2.  Article  IV  of  section  1 of chapter 154 of the laws of 1921,
    5  relating to the Port Authority of New York and New Jersey, as amended by
    6  chapter 419 of the laws of 1930, is amended to read as follows:
    7                                 ARTICLE IV
    8    S 1. COMMISSIONERS. The port authority shall consist of twelve commis-
    9  sioners, six resident voters from the state of New York, at  least  four
   10  of  whom shall be resident voters of the city of New York, and six resi-
   11  dent voters from the state of New Jersey, at least four of whom shall be
   12  resident voters within the New Jersey portion of the district,  the  New
   13  York  members  to  be chosen by the state of New York and the New Jersey
   14  members by the state of New Jersey in the manner and for the terms fixed
        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD07112-01-5
       A. 812                              2
    1  and determined from time to  time  by  the  legislature  of  each  state
    2  respectively,  except  as  herein  provided.  Each  commissioner  may be
    3  removed or suspended from office as provided by the  law  of  the  state
    4  from which he shall be appointed.
    5    S  2.  ROLE  AND  RESPONSIBILITIES OF COMMISSIONERS. A.  COMMISSIONERS
    6  SHALL (1) EXECUTE DIRECT OVERSIGHT OF THE  AUTHORITY'S  CHIEF  EXECUTIVE
    7  AND  OTHER  MANAGEMENT  IN  THE  EFFECTIVE AND ETHICAL MANAGEMENT OF THE
    8  AUTHORITY; (2) UNDERSTAND, REVIEW  AND  MONITOR  THE  IMPLEMENTATION  OF
    9  FUNDAMENTAL  FINANCIAL AND MANAGEMENT CONTROLS AND OPERATIONAL DECISIONS
   10  OF THE AUTHORITY; (3) ESTABLISH POLICIES REGARDING THE PAYMENT OF  SALA-
   11  RY, COMPENSATION AND REIMBURSEMENTS TO, AND ESTABLISH RULES FOR THE TIME
   12  AND  ATTENDANCE OF, THE CHIEF EXECUTIVE AND MANAGEMENT; (4) ADOPT A CODE
   13  OF ETHICS APPLICABLE TO EACH OFFICER, DIRECTOR AND EMPLOYEE THAT,  AT  A
   14  MINIMUM, INCLUDES THE APPLICABLE STANDARDS ESTABLISHED IN THE ETHICS LAW
   15  OF BOTH STATES; (5) ESTABLISH WRITTEN POLICIES AND PROCEDURES ON PERSON-
   16  NEL   INCLUDING  POLICIES  PROTECTING  EMPLOYEES  FROM  RETALIATION  FOR
   17  DISCLOSING  INFORMATION  CONCERNING  ACTS  OF  WRONGDOING,   MISCONDUCT,
   18  MALFEASANCE,  OR  OTHER  INAPPROPRIATE  BEHAVIOR BY AN EMPLOYEE OR BOARD
   19  MEMBER OF THE AUTHORITY, INVESTMENTS, TRAVEL, THE  ACQUISITION  OF  REAL
   20  PROPERTY  AND  THE  DISPOSITION  OF  REAL  AND PERSONAL PROPERTY AND THE
   21  PROCUREMENT OF GOODS AND SERVICES; AND (6) ADOPT A DEFENSE AND  INDEMNI-
   22  FICATION  POLICY AND DISCLOSE SUCH PLAN TO ANY AND ALL PROSPECTIVE BOARD
   23  MEMBERS.
   24    B. (1) THE COMMISSIONERS SHALL PERFORM EACH OF THEIR DUTIES  AS  BOARD
   25  MEMBERS,  INCLUDING,  BUT NOT LIMITED TO, THOSE IMPOSED BY THIS SECTION,
   26  IN GOOD FAITH AND WITH THAT DEGREE OF DILIGENCE, CARE AND SKILL WHICH AN
   27  ORDINARILY PRUDENT PERSON IN  LIKE  POSITION  WOULD  USE  UNDER  SIMILAR
   28  CIRCUMSTANCES, AND MAY TAKE INTO CONSIDERATION THE VIEWS AND POLICIES OF
   29  ANY ELECTED OFFICIAL OR BODY, OR OTHER PERSON AND ULTIMATELY APPLY INDE-
   30  PENDENT JUDGMENT IN THE BEST INTEREST OF THE PORT AUTHORITY, ITS MISSION
   31  AND THE PUBLIC.
   32    (2)  AT  THE  TIME THAT A COMMISSIONER TAKES AND SUBSCRIBES HIS OR HER
   33  OATH OF OFFICE, OR WITHIN SIXTY DAYS AFTER THE EFFECTIVE  DATE  OF  THIS
   34  PARAGRAPH  IF  THE  COMMISSIONER HAS ALREADY TAKEN AND SUBSCRIBED HIS OR
   35  HER OATH OF OFFICE, THE COMMISSIONER SHALL EXECUTE AN ACKNOWLEDGMENT, IN
   36  A FORM DEVELOPED BY THE PORT AUTHORITY, IN WHICH THE COMMISSIONER SHALL,
   37  AT A MINIMUM:
   38    (I) ACKNOWLEDGE THAT HE OR SHE UNDERSTANDS THAT A COMMISSIONER  HAS  A
   39  FIDUCIARY  OBLIGATION TO PERFORM DUTIES AND RESPONSIBILITIES TO THE BEST
   40  OF HIS OR HER ABILITIES, IN GOOD FAITH AND  WITH  PROPER  DILIGENCE  AND
   41  CARE,  CONSISTENT WITH THE ENABLING COMPACT, MISSION, AND BY-LAWS OF THE
   42  PORT AUTHORITY AND THE APPLICABLE LAWS OF  BOTH  STATES;  AND  THAT  THE
   43  FIDUCIARY DUTY TO THE PORT AUTHORITY IS DERIVED FROM AND GOVERNED BY ITS
   44  MISSION;
   45    (II) ACKNOWLEDGE THAT HE OR SHE UNDERSTANDS HIS OR HER DUTY OF LOYALTY
   46  AND CARE TO THE AUTHORITY AND COMMITMENT TO THE PORT AUTHORITY'S MISSION
   47  AND  THE  PUBLIC  INTEREST; AND HIS OR HER OBLIGATION TO ACT IN THE BEST
   48  INTERESTS OF THE PORT AUTHORITY AND THE PEOPLE WHOM THE  PORT  AUTHORITY
   49  SERVES;
   50    (III) AGREE THAT A COMMISSIONER HAS AN OBLIGATION TO BECOME KNOWLEDGE-
   51  ABLE ABOUT THE MISSION, PURPOSE, FUNCTIONS, RESPONSIBILITIES, AND STATU-
   52  TORY  DUTIES  OF THE PORT AUTHORITY AND, WHEN NECESSARY, TO MAKE REASON-
   53  ABLE INQUIRY OF MANAGEMENT AND OTHERS WITH KNOWLEDGE AND EXPERTISE SO AS
   54  TO INFORM HIS OR HER DECISIONS;
   55    (IV) AGREE TO EXERCISE INDEPENDENT JUDGMENT ON ALL MATTERS BEFORE  THE
   56  BOARD;
       A. 812                              3
    1    (V)  AGREE  NOT  TO  DIVULGE CONFIDENTIAL DISCUSSIONS AND CONFIDENTIAL
    2  MATTERS THAT COME BEFORE THE BOARD FOR CONSIDERATION OR ACTION;
    3    (VI)  AGREE  TO DISCLOSE TO THE BOARD ANY CONFLICTS, OR THE APPEARANCE
    4  OF A CONFLICT, OF A PERSONAL, FINANCIAL, ETHICAL, OR PROFESSIONAL NATURE
    5  THAT COULD INHIBIT THE COMMISSIONER FROM PERFORMING HIS OR HER DUTIES IN
    6  GOOD FAITH AND WITH DUE DILIGENCE AND CARE; AND
    7    (VII) CERTIFY THAT HE OR SHE DOES NOT HAVE ANY INTEREST, FINANCIAL  OR
    8  OTHERWISE,  DIRECT OR INDIRECT, OR ENGAGE IN ANY BUSINESS OR TRANSACTION
    9  OR PROFESSIONAL ACTIVITY OR INCUR ANY OBLIGATION OF ANY NATURE, WHICH IS
   10  IN SUBSTANTIAL CONFLICT WITH THE PROPER DISCHARGE OF THE  COMMISSIONER'S
   11  DUTIES IN THE PUBLIC INTEREST.
   12    C.  INDIVIDUALS  APPOINTED TO THE BOARD OF COMMISSIONERS SHALL PARTIC-
   13  IPATE IN TRAINING APPROVED BY THE INSPECTOR GENERAL OF THE PORT AUTHORI-
   14  TY REGARDING THEIR LEGAL, FIDUCIARY, FINANCIAL AND ETHICAL  RESPONSIBIL-
   15  ITIES  AS  DIRECTORS OF AN AUTHORITY WITHIN SIX MONTHS OF APPOINTMENT TO
   16  THE AUTHORITY. BOARD MEMBERS SHALL PARTICIPATE IN CONTINUING TRAINING AS
   17  MAY BE REQUIRED TO REMAIN INFORMED OF  BEST  PRACTICES,  REGULATORY  AND
   18  STATUTORY  CHANGES RELATING TO THE EFFECTIVE OVERSIGHT OF THE MANAGEMENT
   19  AND FINANCIAL ACTIVITIES OF PUBLIC AUTHORITIES  AND  TO  ADHERE  TO  THE
   20  HIGHEST STANDARDS OF RESPONSIBLE GOVERNANCE.
   21    D. NO BOARD MEMBER, INCLUDING THE CHAIRPERSON, SHALL SERVE AS THE PORT
   22  AUTHORITY'S CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR, CHIEF FINANCIAL
   23  OFFICER,  COMPTROLLER, OR HOLD ANY OTHER EQUIVALENT POSITION WHILE SERV-
   24  ING AS A MEMBER OF THE BOARD.
   25    E. THE BOARD OF COMMISSIONERS SHALL ESTABLISH AN AUDIT COMMITTEE TO BE
   26  COMPRISED OF NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO SHALL  CONSTI-
   27  TUTE  A  MAJORITY  ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY
   28  SKILLS TO UNDERSTAND THE DUTIES AND FUNCTIONS OF  THE  AUDIT  COMMITTEE;
   29  PROVIDED,  HOWEVER,  THAT  IN THE EVENT THAT A BOARD HAS LESS THAN THREE
   30  INDEPENDENT MEMBERS, THE BOARD MAY APPOINT  NON-INDEPENDENT  MEMBERS  TO
   31  THE  AUDIT COMMITTEE, PROVIDED THAT THE INDEPENDENT MEMBERS MUST CONSTI-
   32  TUTE A MAJORITY OF THE MEMBERS OF THE AUDIT COMMITTEE.  MEMBERS  OF  THE
   33  AUDIT  COMMITTEE SHALL BE FAMILIAR WITH CORPORATE FINANCIAL AND ACCOUNT-
   34  ING PRACTICES. THE COMMITTEE SHALL RECOMMEND TO THE BOARD THE HIRING  OF
   35  A  CERTIFIED  INDEPENDENT  ACCOUNTING  FIRM TO AUDIT THE PORT AUTHORITY,
   36  ESTABLISH THE COMPENSATION TO BE PAID TO THE ACCOUNTING FIRM AND PROVIDE
   37  DIRECT OVERSIGHT OF THE PERFORMANCE OF THE INDEPENDENT  AUDIT  PERFORMED
   38  BY THE ACCOUNTING FIRM HIRED FOR SUCH PURPOSES.
   39    F. (1) THE BOARD OF COMMISSIONERS SHALL ESTABLISH A GOVERNANCE COMMIT-
   40  TEE  TO  BE  COMPRISED  OF  NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO
   41  SHALL CONSTITUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS  THE
   42  NECESSARY  SKILLS  TO  UNDERSTAND THE DUTIES AND FUNCTIONS OF THE GOVER-
   43  NANCE COMMITTEE; PROVIDED, HOWEVER, THAT IN THE EVENT THAT A  BOARD  HAS
   44  LESS  THAN THREE INDEPENDENT MEMBERS, THE BOARD MAY APPOINT NON-INDEPEN-
   45  DENT MEMBERS TO THE GOVERNANCE COMMITTEE, PROVIDED THAT THE  INDEPENDENT
   46  MEMBERS  MUST  CONSTITUTE  A  MAJORITY  OF THE MEMBERS OF THE GOVERNANCE
   47  COMMITTEE. IT SHALL BE THE RESPONSIBILITY OF THE MEMBERS OF  THE  GOVER-
   48  NANCE  COMMITTEE  TO  KEEP THE BOARD INFORMED OF CURRENT BEST GOVERNANCE
   49  PRACTICES; TO REVIEW CORPORATE GOVERNANCE TRENDS; TO  RECOMMEND  UPDATES
   50  TO  THE  AUTHORITY'S CORPORATE GOVERNANCE PRINCIPLES; TO ADVISE THE PORT
   51  AUTHORITY ON THE SKILLS AND  EXPERIENCES  REQUIRED  OF  POTENTIAL  BOARD
   52  MEMBERS;  TO EXAMINE ETHICAL AND CONFLICT OF INTEREST ISSUES; TO PERFORM
   53  BOARD SELF-EVALUATIONS; AND TO RECOMMEND BY-LAWS WHICH INCLUDE RULES AND
   54  PROCEDURES FOR CONDUCT OF BOARD BUSINESS.
   55    (2) THE GOVERNANCE COMMITTEE SHALL EXAMINE,  AT  LEAST  ANNUALLY,  THE
   56  WORKING AND PROFESSIONAL RELATIONSHIP BETWEEN EMPLOYEES APPOINTED BY THE
       A. 812                              4
    1  GOVERNOR  OF  NEW YORK AND THOSE APPOINTED BY THE GOVERNOR OF NEW JERSEY
    2  TO ENSURE MAXIMUM COMMUNICATION, COORDINATION AND COOPERATION AMONG  AND
    3  BETWEEN  SUCH  EMPLOYEES.  THE  COMMITTEE  SHALL REPORT ITS FINDINGS AND
    4  RECOMMENDATIONS  TO  THE  FULL  BOARD AT THE FIRST BOARD MEETING OF EACH
    5  CALENDAR YEAR.
    6    G. THE BOARD OF COMMISSIONERS SHALL ESTABLISH A FINANCE  COMMITTEE  TO
    7  BE  COMPRISED  OF  NOT  LESS  THAN  THREE INDEPENDENT MEMBERS, WHO SHALL
    8  CONSTITUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECES-
    9  SARY SKILLS TO UNDERSTAND THE DUTIES AND  FUNCTIONS  OF  THE  COMMITTEE;
   10  PROVIDED,  HOWEVER,  THAT  IN THE EVENT THAT A BOARD HAS LESS THAN THREE
   11  INDEPENDENT MEMBERS, THE BOARD MAY APPOINT  NON-INDEPENDENT  MEMBERS  TO
   12  THE  FINANCE  COMMITTEE,  PROVIDED  THAT  THE  INDEPENDENT  MEMBERS MUST
   13  CONSTITUTE A MAJORITY OF THE MEMBERS OF THE FINANCE COMMITTEE. IT  SHALL
   14  BE  THE RESPONSIBILITY OF THE MEMBERS OF THE FINANCE COMMITTEE TO REVIEW
   15  PROPOSALS FOR THE ISSUANCE OF DEBT BY THE AUTHORITY AND ITS SUBSIDIARIES
   16  AND MAKE RECOMMENDATIONS.
   17    H. FOR THE PURPOSES OF THIS SECTION, AN INDEPENDENT MEMBER IS ONE WHO:
   18    (1) IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN,  EMPLOYED  BY  THE
   19  PORT AUTHORITY OR AN AFFILIATE IN AN EXECUTIVE CAPACITY;
   20    (2)  IS  NOT,  AND  IN THE PAST TWO YEARS HAS NOT BEEN, EMPLOYED BY AN
   21  ENTITY THAT RECEIVED REMUNERATION VALUED AT MORE THAN  FIFTEEN  THOUSAND
   22  DOLLARS  FOR  GOODS  AND  SERVICES  PROVIDED  TO  THE  PORT AUTHORITY OR
   23  RECEIVED ANY OTHER FORM OF FINANCIAL  ASSISTANCE  VALUED  AT  MORE  THAN
   24  FIFTEEN THOUSAND DOLLARS FROM THE PORT AUTHORITY;
   25    (3) IS NOT A RELATIVE OF AN EXECUTIVE OFFICER OR EMPLOYEE IN AN EXECU-
   26  TIVE POSITION OF THE PORT AUTHORITY OR AN AFFILIATE; AND
   27    (4)  IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN, A LOBBYIST REGIS-
   28  TERED UNDER A STATE OR LOCAL LAW AND PAID BY A CLIENT TO  INFLUENCE  THE
   29  MANAGEMENT  DECISIONS, CONTRACT AWARDS, RATE DETERMINATIONS OR ANY OTHER
   30  SIMILAR ACTIONS OF THE PORT AUTHORITY OR AN AFFILIATE.
   31    I. NOTWITHSTANDING ANY PROVISION OF ANY GENERAL, SPECIAL OR LOCAL LAW,
   32  MUNICIPAL CHARTER OR ORDINANCE TO THE CONTRARY,  THE  BOARD  SHALL  NOT,
   33  DIRECTLY  OR  INDIRECTLY,  INCLUDING  THROUGH  ANY SUBSIDIARY, EXTEND OR
   34  MAINTAIN CREDIT, ARRANGE FOR THE EXTENSION OF CREDIT, OR RENEW AN EXTEN-
   35  SION OF CREDIT, IN THE FORM OF A PERSONAL LOAN TO OR  FOR  ANY  OFFICER,
   36  BOARD MEMBER OR EMPLOYEE, OR EQUIVALENT THEREOF, OF THE PORT AUTHORITY.
   37    J. (1) A BOARD MEMBER SHALL NOT VOTE ON OR PARTICIPATE IN ANY BOARD OR
   38  COMMITTEE  DISCUSSIONS  WITH  RESPECT  TO  ANY  AGENDA ITEM IF THE BOARD
   39  MEMBER, A MEMBER OF THE BOARD MEMBER'S IMMEDIATE FAMILY, OR  A  BUSINESS
   40  ORGANIZATION  IN WHICH THE BOARD MEMBER HAS AN INTEREST, HAS A DIRECT OR
   41  INDIRECT FINANCIAL INVOLVEMENT THAT MAY REASONABLY BE EXPECTED TO IMPAIR
   42  THE BOARD MEMBER'S OBJECTIVITY OR INDEPENDENCE OF JUDGMENT OR TO  CREATE
   43  THE  APPEARANCE  OF IMPROPRIETY. SUCH BOARD MEMBER SHALL BE RECUSED FROM
   44  ANY DISCUSSIONS OR VOTING ON THE  AGENDA  ITEM.  A  BOARD  MEMBER  SHALL
   45  CLEARLY  INDICATE  THE  BOARD  MEMBER'S RECUSAL FROM VOTING ON AN AGENDA
   46  ITEM AND THE MINUTES SHALL CLEARLY REFLECT THAT RECUSAL.
   47    (2) FOR THE PURPOSES OF THIS SUBDIVISION, THE TERMS:
   48    (A) "IMMEDIATE FAMILY" SHALL MEAN: A SPOUSE, DOMESTIC PARTNER, PARTNER
   49  IN A CIVIL UNION, SON, DAUGHTER, GRANDSON, GRANDDAUGHTER, FATHER,  MOTH-
   50  ER,   GRANDFATHER,  GRANDMOTHER,  GREAT-GRANDFATHER,  GREAT-GRANDMOTHER,
   51  BROTHER, SISTER, NEPHEW, NIECE, UNCLE OR AUNT.  RELATIVES  BY  ADOPTION,
   52  HALF-BLOOD,  MARRIAGE OR REMARRIAGE SHALL BE TREATED AS RELATIVES OF THE
   53  WHOLE KINSHIP; AND
   54    (B) "INTEREST" SHALL MEAN: (I) IF THE BUSINESS ORGANIZATION IS A PART-
   55  NERSHIP, THE BOARD MEMBER OR THE BOARD MEMBER'S IMMEDIATE  FAMILY  IS  A
   56  PARTNER OR OWNER OF 10 PERCENT OR MORE OF THE ASSETS OF THE PARTNERSHIP,
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    1  OR  (II) IF THE BUSINESS ORGANIZATION IS A CORPORATION, THE BOARD MEMBER
    2  OR THE BOARD MEMBER'S IMMEDIATE FAMILY OWNS OR CONTROLS  10  PERCENT  OR
    3  MORE OF THE STOCK OF THE CORPORATION, OR SERVES AS A DIRECTOR OR OFFICER
    4  OF THE CORPORATION.
    5    S  3.  Article  VII  of  section 1 of chapter 154 of the laws of 1921,
    6  relating to the Port Authority of New York and New Jersey, is amended to
    7  read as follows:
    8                                ARTICLE VII.
    9    The port authority shall have such additional powers and duties as may
   10  hereafter be delegated to or imposed upon it from time to  time  by  the
   11  action  of  the legislature of either state concurred in by the legisla-
   12  ture of the other. Unless and until otherwise provided, it shall make an
   13  annual report to the legislature of  both  states  PURSUANT  TO  SECTION
   14  THREE  OF  ARTICLE  VII-B OF THIS ACT, setting forth in detail the oper-
   15  ations and transactions conducted by it pursuant to this  agreement  and
   16  any  legislation  thereunder.  The  port  authority shall not pledge the
   17  credit of either state except by and with the authority of the  legisla-
   18  ture thereof.
   19    S  4.  Chapter 154 of the laws of 1921, relating to the Port Authority
   20  of New York and New Jersey, is amended by adding two new articles  VII-B
   21  and VII-C to read as follows:
   22                                ARTICLE VII-B
   23    S  1.  ADDITIONAL POWERS, DUTIES AND RESPONSIBILITIES.  IN ADDITION TO
   24  THE POWERS AND DUTIES SET FORTH IN ARTICLE VII OF  THIS  ACT,  THE  PORT
   25  AUTHORITY  SHALL  HAVE THE FOLLOWING POWERS, DUTIES AND RESPONSIBILITIES
   26  SET FORTH IN THIS ARTICLE.
   27    S 2. DISPOSITION OF PROPERTY. A.   DEFINITIONS. FOR  THE  PURPOSES  OF
   28  THIS ARTICLE, UNLESS A DIFFERENT MEANING IS REQUIRED BY THE CONTEXT:
   29    (1)  "CONTRACTING  OFFICER"  SHALL MEAN THE OFFICER OR EMPLOYEE OF THE
   30  PORT AUTHORITY WHO SHALL BE APPOINTED BY RESOLUTION OF THE BOARD OF  THE
   31  PORT AUTHORITY TO BE RESPONSIBLE FOR THE DISPOSITION OF PROPERTY.
   32    (2)  "DISPOSE" OR "DISPOSAL" SHALL MEAN TRANSFER OF TITLE OR ANY OTHER
   33  BENEFICIAL INTEREST IN PERSONAL OR  REAL  PROPERTY  IN  ACCORDANCE  WITH
   34  SUBDIVISION C OF THIS SECTION.
   35    (3) "PROPERTY" SHALL MEAN PERSONAL PROPERTY IN EXCESS OF FIVE THOUSAND
   36  DOLLARS  IN  VALUE, REAL PROPERTY, AND ANY INCHOATE OR OTHER INTEREST IN
   37  SUCH PROPERTY, TO THE EXTENT THAT  SUCH  INTEREST  MAY  BE  CONVEYED  TO
   38  ANOTHER PERSON FOR ANY PURPOSE, EXCLUDING AN INTEREST SECURING A LOAN OR
   39  OTHER FINANCIAL OBLIGATION OF ANOTHER PARTY.
   40    B.  DUTIES OF THE PORT AUTHORITY WITH RESPECT TO THE DISPOSAL OF PROP-
   41  ERTY. (1) THE PORT AUTHORITY SHALL  ADOPT  BY  RESOLUTION  COMPREHENSIVE
   42  GUIDELINES  WHICH  SHALL (A) DETAIL THE AUTHORITY'S OPERATIVE POLICY AND
   43  INSTRUCTIONS REGARDING THE USE, AWARDING, MONITORING  AND  REPORTING  OF
   44  CONTRACTS  FOR THE DISPOSAL OF PROPERTY, AND (B) DESIGNATE A CONTRACTING
   45  OFFICER WHO SHALL BE RESPONSIBLE FOR THE  AUTHORITY'S  COMPLIANCE  WITH,
   46  AND ENFORCEMENT OF, SUCH GUIDELINES. SUCH GUIDELINES SHALL BE CONSISTENT
   47  WITH, AND SHALL REQUIRE THE AUTHORITY'S CONTRACTING ACTIVITIES TO COMPLY
   48  WITH  THIS  SECTION,  THE AUTHORITY'S ENABLING LEGISLATION AND ANY OTHER
   49  APPLICABLE LAW FOR THE DISPOSAL OF PROPERTY, EXCEPT THAT SUCH GUIDELINES
   50  MAY BE STRICTER THAN THE PROVISIONS OF  THIS  SECTION,  THE  AUTHORITY'S
   51  ENABLING  LEGISLATION  AND  ANY OTHER APPLICABLE LAW FOR THE DISPOSAL OF
   52  PROPERTY IF THE AUTHORITY  DETERMINES  THAT  ADDITIONAL  SAFEGUARDS  ARE
   53  NECESSARY  TO ASSURE THE INTEGRITY OF ITS DISPOSITION ACTIVITIES. GUIDE-
   54  LINES APPROVED BY THE AUTHORITY SHALL BE ANNUALLY REVIEWED AND  APPROVED
   55  BY  THE  BOARD OF COMMISSIONERS OF THE AUTHORITY. ON OR BEFORE THE THIR-
   56  TY-FIRST DAY OF MARCH IN EACH YEAR, THE AUTHORITY SHALL  FILE  WITH  THE
       A. 812                              6
    1  STATE  COMPTROLLER  OF EACH STATE A COPY OF THE GUIDELINES MOST RECENTLY
    2  REVIEWED AND APPROVED BY  THE  AUTHORITY,  INCLUDING  THE  NAME  OF  THE
    3  AUTHORITY'S  DESIGNATED CONTRACTING OFFICER.  AT THE TIME OF FILING SUCH
    4  GUIDELINES  WITH  THE  STATE  COMPTROLLER, THE AUTHORITY SHALL ALSO POST
    5  SUCH GUIDELINES ON THE AUTHORITY'S INTERNET WEBSITE.  GUIDELINES  POSTED
    6  ON  THE AUTHORITY'S INTERNET WEBSITE SHALL BE MAINTAINED ON SUCH WEBSITE
    7  AT LEAST UNTIL THE PROCUREMENT GUIDELINES FOR  THE  FOLLOWING  YEAR  ARE
    8  POSTED ON SUCH WEBSITE.
    9    (2) THE PORT AUTHORITY SHALL:
   10    (A)  MAINTAIN  ADEQUATE  INVENTORY CONTROLS AND ACCOUNTABILITY SYSTEMS
   11  FOR ALL PROPERTY UNDER ITS CONTROL;
   12    (B) PERIODICALLY INVENTORY SUCH PROPERTY TO DETERMINE  WHICH  PROPERTY
   13  SHALL BE DISPOSED OF;
   14    (C) PRODUCE A WRITTEN REPORT OF SUCH PROPERTY IN ACCORDANCE WITH PARA-
   15  GRAPH THREE OF THIS SUBDIVISION;
   16    (D)  TRANSFER  OR  DISPOSE OF SUCH PROPERTY AS PROMPTLY AS POSSIBLE IN
   17  ACCORDANCE WITH SUBDIVISION C OF THIS SECTION.
   18    (3)(A) THE PORT AUTHORITY SHALL  PUBLISH,  NOT  LESS  FREQUENTLY  THAN
   19  ANNUALLY,  A  REPORT  LISTING  ALL  REAL PROPERTY OF THE AUTHORITY. SUCH
   20  REPORT SHALL INCLUDE A  LIST  AND  FULL  DESCRIPTION  OF  ALL  REAL  AND
   21  PERSONAL  PROPERTY  DISPOSED  OF  DURING  SUCH  PERIOD. THE REPORT SHALL
   22  CONTAIN THE PRICE RECEIVED BY THE AUTHORITY AND THE NAME OF THE PURCHAS-
   23  ER FOR ALL SUCH PROPERTY SOLD BY THE AUTHORITY DURING SUCH PERIOD.
   24    (B) THE PORT AUTHORITY SHALL DELIVER COPIES  OF  SUCH  REPORT  TO  THE
   25  GOVERNOR, STATE COMPTROLLER, AND THE LEGISLATURE OF EACH STATE.
   26    C. DISPOSAL OF PORT AUTHORITY PROPERTY. (1) SUPERVISION AND DIRECTION.
   27  EXCEPT  AS  OTHERWISE  PROVIDED IN THIS SECTION, THE CONTRACTING OFFICER
   28  DESIGNATED BY THE PORT AUTHORITY SHALL HAVE  SUPERVISION  AND  DIRECTION
   29  OVER THE DISPOSITION OF PROPERTY OF THE AUTHORITY.
   30    (2)  CUSTODY  AND  CONTROL. THE CUSTODY AND CONTROL OF THE PROPERTY OF
   31  THE PORT AUTHORITY, PENDING ITS DISPOSITION, AND THE  DISPOSAL  OF  SUCH
   32  PROPERTY, SHALL BE PERFORMED BY THE AUTHORITY.
   33    (3)  METHOD  OF DISPOSITION. SUBJECT TO SUBDIVISION B OF THIS SECTION,
   34  THE PORT AUTHORITY MAY DISPOSE OF PROPERTY FOR NOT LESS  THAN  THE  FAIR
   35  MARKET  VALUE OF SUCH PROPERTY BY SALE, EXCHANGE, OR TRANSFER, FOR CASH,
   36  CREDIT, OR OTHER PROPERTY, WITH OR WITHOUT WARRANTY, AND UPON SUCH OTHER
   37  TERMS AND CONDITIONS AS THE CONTRACTING OFFICER DEEMS PROPER, AND IT MAY
   38  EXECUTE SUCH DOCUMENTS FOR THE TRANSFER OF TITLE OR  OTHER  INTEREST  IN
   39  PROPERTY  AND  TAKE SUCH OTHER ACTION AS IT DEEMS NECESSARY OR PROPER TO
   40  DISPOSE  OF  SUCH  PROPERTY  UNDER  THE  PROVISIONS  OF  THIS   SECTION.
   41  PROVIDED, HOWEVER, THAT NO DISPOSITION OF REAL PROPERTY, OR ANY INTEREST
   42  IN REAL PROPERTY, SHALL BE MADE UNLESS AN APPRAISAL OF THE VALUE OF SUCH
   43  PROPERTY  HAS  BEEN MADE BY AN INDEPENDENT APPRAISER AND INCLUDED IN THE
   44  RECORD OF THE TRANSACTION, AND, PROVIDED FURTHER, THAT NO DISPOSITION OF
   45  ANY OTHER PROPERTY, WHICH BECAUSE OF ITS UNIQUE  NATURE  OR  THE  UNIQUE
   46  CIRCUMSTANCES  OF  THE  PROPOSED  TRANSACTION  IS  NOT READILY VALUED BY
   47  REFERENCE TO AN ACTIVE MARKET FOR SIMILAR PROPERTY, SHALL BE MADE  WITH-
   48  OUT A SIMILAR APPRAISAL.
   49    (4)  VALIDITY  OF  DEED,  BILL  OF SALE, LEASE, OR OTHER INSTRUMENT. A
   50  DEED, BILL OF SALE, LEASE, OR OTHER INSTRUMENT EXECUTED BY OR ON  BEHALF
   51  OF  THE PORT AUTHORITY, PURPORTING TO TRANSFER TITLE OR ANY OTHER INTER-
   52  EST IN PROPERTY OF THE AUTHORITY UNDER THIS SECTION SHALL BE  CONCLUSIVE
   53  EVIDENCE  OF  COMPLIANCE  WITH THE PROVISIONS OF THIS SECTION INSOFAR AS
   54  CONCERNS TITLE OR OTHER INTEREST OF ANY BONA FIDE GRANTEE OR  TRANSFEREE
   55  WHO  HAS  GIVEN  VALUABLE CONSIDERATION FOR SUCH TITLE OR OTHER INTEREST
       A. 812                              7
    1  AND HAS NOT RECEIVED ACTUAL OR  CONSTRUCTIVE  NOTICE  OF  LACK  OF  SUCH
    2  COMPLIANCE PRIOR TO THE CLOSING.
    3    (5)  BIDS  FOR  DISPOSAL;  ADVERTISING; PROCEDURE; DISPOSAL BY NEGOTI-
    4  ATION;  EXPLANATORY  STATEMENT.  (A)  ALL  DISPOSALS  OR  CONTRACTS  FOR
    5  DISPOSAL  OF  PROPERTY  OF  THE PORT AUTHORITY MADE OR AUTHORIZED BY THE
    6  CONTRACTING OFFICER SHALL BE MADE AFTER PUBLICLY  ADVERTISING  FOR  BIDS
    7  EXCEPT AS PROVIDED IN SUBPARAGRAPH (C) OF THIS PARAGRAPH.
    8    (B)  WHENEVER  PUBLIC  ADVERTISING FOR BIDS IS REQUIRED UNDER SUBPARA-
    9  GRAPH (A) OF THIS PARAGRAPH:
   10    (I) THE ADVERTISEMENT FOR BIDS SHALL BE MADE AT SUCH TIME PRIOR TO THE
   11  DISPOSAL OR CONTRACT, THROUGH SUCH METHODS, AND ON SUCH TERMS AND CONDI-
   12  TIONS AS SHALL PERMIT FULL AND  FREE  COMPETITION  CONSISTENT  WITH  THE
   13  VALUE AND NATURE OF THE PROPERTY;
   14    (II) ALL BIDS SHALL BE PUBLICLY DISCLOSED AT THE TIME AND PLACE STATED
   15  IN THE ADVERTISEMENT; AND
   16    (III)  THE AWARD SHALL BE MADE WITH REASONABLE PROMPTNESS BY NOTICE TO
   17  THE RESPONSIBLE BIDDER WHOSE BID, CONFORMING TO THE INVITATION FOR BIDS,
   18  WILL BE MOST ADVANTAGEOUS TO THE PORT AUTHORITY, PRICE AND OTHER FACTORS
   19  CONSIDERED; PROVIDED, THAT ALL BIDS MAY BE REJECTED WHEN IT  IS  IN  THE
   20  PUBLIC INTEREST TO DO SO.
   21    (C) DISPOSALS AND CONTRACTS FOR DISPOSAL OF PROPERTY MAY BE NEGOTIATED
   22  OR MADE BY PUBLIC AUCTION WITHOUT REGARD TO SUBPARAGRAPHS (A) AND (B) OF
   23  THIS  PARAGRAPH BUT SUBJECT TO OBTAINING SUCH COMPETITION AS IS FEASIBLE
   24  UNDER THE CIRCUMSTANCES, IF:
   25    (I) THE PERSONAL PROPERTY INVOLVED HAS  QUALITIES  SEPARATE  FROM  THE
   26  UTILITARIAN PURPOSE OF SUCH PROPERTY, SUCH AS ARTISTIC QUALITY, ANTIQUI-
   27  TY, HISTORICAL SIGNIFICANCE, RARITY, OR OTHER QUALITY OF SIMILAR EFFECT,
   28  THAT WOULD TEND TO INCREASE ITS VALUE, OR IF THE PERSONAL PROPERTY IS TO
   29  BE  SOLD  IN  SUCH  QUANTITY THAT, IF IT WERE DISPOSED OF UNDER SUBPARA-
   30  GRAPHS (A) AND (B) OF THIS PARAGRAPH, WOULD ADVERSELY AFFECT  THE  STATE
   31  OR  LOCAL  MARKET FOR SUCH PROPERTY, AND THE ESTIMATED FAIR MARKET VALUE
   32  OF SUCH PROPERTY  AND  OTHER  SATISFACTORY  TERMS  OF  DISPOSAL  CAN  BE
   33  OBTAINED BY NEGOTIATION;
   34    (II)  THE  FAIR  MARKET  VALUE OF THE PROPERTY DOES NOT EXCEED FIFTEEN
   35  THOUSAND DOLLARS;
   36    (III) BID PRICES AFTER ADVERTISING THEREFOR ARE NOT REASONABLE, EITHER
   37  AS TO ALL OR SOME PART OF THE PROPERTY, OR HAVE NOT  BEEN  INDEPENDENTLY
   38  ARRIVED AT IN OPEN COMPETITION;
   39    (IV)  THE  DISPOSAL WILL BE TO THE STATE OR ANY POLITICAL SUBDIVISION,
   40  AND THE ESTIMATED FAIR MARKET VALUE OF THE PROPERTY AND OTHER  SATISFAC-
   41  TORY TERMS OF DISPOSAL ARE OBTAINED BY NEGOTIATION;
   42    (V)  UNDER  THOSE  CIRCUMSTANCES  PERMITTED  BY  PARAGRAPH SIX OF THIS
   43  SUBDIVISION; OR
   44    (VI) SUCH ACTION IS OTHERWISE AUTHORIZED BY LAW.
   45    (D)(I) AN EXPLANATORY STATEMENT SHALL BE PREPARED OF THE CIRCUMSTANCES
   46  OF EACH DISPOSAL BY NEGOTIATION OF:
   47    (A) ANY PERSONAL PROPERTY WHICH HAS AN ESTIMATED FAIR MARKET VALUE  IN
   48  EXCESS OF FIFTEEN THOUSAND DOLLARS;
   49    (B)  ANY  REAL  PROPERTY  THAT  HAS  AN ESTIMATED FAIR MARKET VALUE IN
   50  EXCESS OF ONE HUNDRED THOUSAND DOLLARS, EXCEPT THAT  ANY  REAL  PROPERTY
   51  DISPOSED OF BY LEASE OR EXCHANGE SHALL ONLY BE SUBJECT TO SUBCLAUSES (C)
   52  AND (D) OF THIS CLAUSE;
   53    (C)  ANY  REAL  PROPERTY DISPOSED OF BY LEASE, IF THE ESTIMATED ANNUAL
   54  RENT OVER THE TERM OF  THE  LEASE  IS  IN  EXCESS  OF  FIFTEEN  THOUSAND
   55  DOLLARS;
       A. 812                              8
    1    (D)  ANY  REAL PROPERTY OR REAL AND RELATED PERSONAL PROPERTY DISPOSED
    2  OF BY EXCHANGE, REGARDLESS OF VALUE, OR ANY PROPERTY  ANY  PART  OF  THE
    3  CONSIDERATION FOR WHICH IS REAL PROPERTY.
    4    (II)  EACH SUCH STATEMENT SHALL BE TRANSMITTED TO THE PERSONS ENTITLED
    5  TO RECEIVE COPIES OF THE REPORT REQUIRED UNDER  SUBDIVISION  B  OF  THIS
    6  SECTION  NOT  LESS  THAN  NINETY DAYS IN ADVANCE OF SUCH DISPOSAL, AND A
    7  COPY THEREOF SHALL BE PRESERVED IN THE FILES OF THE PORT AUTHORITY.
    8    (6) DISPOSAL OF PROPERTY FOR LESS THAN FAIR MARKET VALUE. (A) NO ASSET
    9  OWNED, LEASED OR OTHERWISE IN THE CONTROL OF THE PORT AUTHORITY  MAY  BE
   10  SOLD, LEASED, OR OTHERWISE ALIENATED FOR LESS THAN ITS FAIR MARKET VALUE
   11  EXCEPT IF:
   12    (I)  THE  TRANSFEREE  IS  A GOVERNMENT OR OTHER PUBLIC ENTITY, AND THE
   13  TERMS AND CONDITIONS OF THE TRANSFER REQUIRE THAT THE OWNERSHIP AND  USE
   14  OF THE ASSET WILL REMAIN WITH THE GOVERNMENT OR ANY OTHER PUBLIC ENTITY;
   15    (II)  THE  PURPOSE  OF  THE TRANSFER IS WITHIN THE PURPOSE, MISSION OR
   16  GOVERNING STATUTE OF THE PORT AUTHORITY; OR
   17    (III) IN THE EVENT THE PORT AUTHORITY SEEKS TO TRANSFER AN  ASSET  FOR
   18  LESS  THAN  ITS  FAIR  MARKET VALUE TO OTHER THAN A GOVERNMENTAL ENTITY,
   19  WHICH DISPOSAL WOULD NOT BE CONSISTENT  WITH  THE  AUTHORITY'S  MISSION,
   20  PURPOSE  OR  GOVERNING  STATUTES,  SUCH  AUTHORITY SHALL PROVIDE WRITTEN
   21  NOTIFICATION THEREOF TO THE GOVERNOR OF EACH STATE,  AND  SUCH  PROPOSED
   22  TRANSFER  SHALL  BE SUBJECT TO DENIAL BY EITHER GOVERNOR.  DENIAL BY THE
   23  GOVERNOR SHALL TAKE THE FORM OF A SIGNED CERTIFICATION BY THE  GOVERNOR.
   24  THE  GOVERNOR  SHALL TAKE ANY SUCH ACTION WITHIN SIXTY DAYS OF RECEIVING
   25  NOTIFICATION OF SUCH PROPOSED TRANSFER.  IF  NO  SUCH  CERTIFICATION  IS
   26  PERFORMED  WITHIN SIXTY DAYS OF SUCH NOTIFICATION OF THE PROPOSED TRANS-
   27  FER TO THE GOVERNOR, THE AUTHORITY MAY EFFECTUATE SUCH TRANSFER.
   28    (B) IN THE EVENT A BELOW FAIR MARKET VALUE ASSET TRANSFER IS PROPOSED,
   29  THE FOLLOWING INFORMATION MUST BE PROVIDED TO THE BOARD OF COMMISSIONERS
   30  AND THE PUBLIC:
   31    (I) A FULL DESCRIPTION OF THE ASSET;
   32    (II) AN APPRAISAL OF THE FAIR MARKET VALUE OF THE ASSET AND ANY  OTHER
   33  INFORMATION ESTABLISHING THE FAIR MARKET VALUE SOUGHT BY THE BOARD;
   34    (III)  A  DESCRIPTION OF THE PURPOSE OF THE TRANSFER, AND A REASONABLE
   35  STATEMENT OF THE KIND AND AMOUNT OF THE BENEFIT TO THE PUBLIC  RESULTING
   36  FROM  THE  TRANSFER,  INCLUDING  BUT  NOT  LIMITED  TO THE KIND, NUMBER,
   37  LOCATION, WAGES OR SALARIES OF JOBS CREATED OR PRESERVED AS REQUIRED  BY
   38  THE  TRANSFER,  THE  BENEFITS,  IF  ANY, TO THE COMMUNITIES IN WHICH THE
   39  ASSET IS SITUATED AS ARE REQUIRED BY THE TRANSFER;
   40    (IV) A STATEMENT OF THE VALUE TO BE  RECEIVED  COMPARED  TO  THE  FAIR
   41  MARKET VALUE;
   42    (V)  THE  NAMES  OF ANY PRIVATE PARTIES PARTICIPATING IN THE TRANSFER,
   43  AND IF DIFFERENT THAN THE STATEMENT REQUIRED  BY  CLAUSE  (IV)  OF  THIS
   44  SUBPARAGRAPH, A STATEMENT OF THE VALUE TO THE PRIVATE PARTY; AND
   45    (VI)  THE  NAMES  OF  OTHER PRIVATE PARTIES WHO HAVE MADE AN OFFER FOR
   46  SUCH ASSET, THE VALUE OFFERED, AND THE PURPOSE FOR WHICH THE  ASSET  WAS
   47  SOUGHT TO BE USED.
   48    (C)  BEFORE  APPROVING THE DISPOSAL OF ANY PROPERTY FOR LESS THAN FAIR
   49  MARKET VALUE, THE BOARD OF COMMISSIONERS SHALL CONSIDER THE  INFORMATION
   50  DESCRIBED  IN  SUBPARAGRAPH  (B)  OF  THIS  PARAGRAPH AND MAKE A WRITTEN
   51  DETERMINATION THAT THERE IS NO REASONABLE ALTERNATIVE  TO  THE  PROPOSED
   52  BELOW-MARKET TRANSFER THAT WOULD ACHIEVE THE SAME PURPOSE OF SUCH TRANS-
   53  FER.
   54    S  3.  ANNUAL REPORT. A. THE PORT AUTHORITY SHALL SUBMIT TO THE GOVER-
   55  NOR, THE STATE COMPTROLLER AND THE LEGISLATURE  OF  EACH  STATE,  WITHIN
   56  NINETY  DAYS  AFTER  THE END OF ITS FISCAL YEAR, A COMPLETE AND DETAILED
       A. 812                              9
    1  REPORT OR REPORTS SETTING FORTH: (1) ITS OPERATIONS AND ACCOMPLISHMENTS;
    2  (2) ITS FINANCIAL REPORTS CERTIFIED BY THE CHAIR AND VICE-CHAIR  OF  THE
    3  BOARD;  AND  THE EXECUTIVE DIRECTOR, DEPUTY EXECUTIVE DIRECTOR AND CHIEF
    4  FINANCIAL  OFFICER  OF  THE PORT AUTHORITY, INCLUDING (A) AUDITED FINAN-
    5  CIALS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, KNOWN
    6  AS GAAP,  AND  THE  ACCOUNTING  STANDARDS  ISSUED  BY  THE  GOVERNMENTAL
    7  ACCOUNTING  STANDARDS  BOARD,  KNOWN  AS  GASB,  (B)  GRANT  AND SUBSIDY
    8  PROGRAMS, (C) OPERATING AND FINANCIAL RISKS,  (D)  CURRENT  RATINGS,  IF
    9  ANY,  OF  ITS BONDS ISSUED BY RECOGNIZED BOND RATING AGENCIES AND NOTICE
   10  OF CHANGES IN SUCH RATINGS, AND  (E)  LONG-TERM  LIABILITIES,  INCLUDING
   11  LEASES AND EMPLOYEE BENEFIT PLANS; (3) A SCHEDULE OF ITS BONDS AND NOTES
   12  OUTSTANDING  AT THE END OF ITS FISCAL YEAR, TOGETHER WITH A STATEMENT OF
   13  THE AMOUNTS REDEEMED AND INCURRED DURING SUCH FISCAL YEAR AS PART  OF  A
   14  SCHEDULE  OF  DEBT  ISSUANCE  THAT  INCLUDES THE DATE OF ISSUANCE, TERM,
   15  AMOUNT, INTEREST RATE AND MEANS OF  REPAYMENT.  ADDITIONALLY,  THE  DEBT
   16  SCHEDULE SHALL INCLUDE ALL REFINANCINGS, CALLS, REFUNDINGS, DEFEASEMENTS
   17  AND  INTEREST  RATE  EXCHANGE OR OTHER SUCH AGREEMENTS, AND FOR ANY DEBT
   18  ISSUED DURING THE REPORTING YEAR, THE  SCHEDULE  SHALL  ALSO  INCLUDE  A
   19  DETAILED  LIST  OF  COSTS  OF ISSUANCE FOR SUCH DEBT; (4) A COMPENSATION
   20  SCHEDULE THAT SHALL INCLUDE, BY POSITION, TITLE AND NAME OF  THE  PERSON
   21  HOLDING  SUCH  POSITION  OR  TITLE,  THE SALARY, COMPENSATION, ALLOWANCE
   22  AND/OR BENEFITS PROVIDED TO ANY OFFICER, DIRECTOR OR EMPLOYEE IN A DECI-
   23  SION MAKING OR MANAGERIAL POSITION OF SUCH AUTHORITY WHOSE SALARY IS  IN
   24  EXCESS  OF  ONE  HUNDRED THOUSAND DOLLARS; (5) BIOGRAPHICAL INFORMATION,
   25  NOT INCLUDING CONFIDENTIAL PERSONAL INFORMATION, FOR ALL  DIRECTORS  AND
   26  OFFICERS  AND  EMPLOYEES  FOR WHOM SALARY REPORTING IS REQUIRED; (6) THE
   27  PROJECTS UNDERTAKEN BY SUCH AUTHORITY DURING THE PAST YEAR; (7) A  LIST-
   28  ING  AND DESCRIPTION, IN ADDITION TO THE REPORT REQUIRED BY SUBPARAGRAPH
   29  (C) OF PARAGRAPH TWO OF SUBDIVISION B OF SECTION TWO OF THIS ARTICLE, OF
   30  ALL REAL PROPERTY OF THE AUTHORITY HAVING AN ESTIMATED FAIR MARKET VALUE
   31  IN EXCESS OF FIFTEEN THOUSAND DOLLARS THAT  THE  AUTHORITY  ACQUIRES  OR
   32  DISPOSES  OF  DURING  SUCH  PERIOD.  THE  REPORT SHALL CONTAIN THE PRICE
   33  RECEIVED OR PAID BY THE AUTHORITY AND THE NAME OF THE PURCHASER OR SELL-
   34  ER FOR ALL SUCH PROPERTY SOLD OR BOUGHT BY  THE  AUTHORITY  DURING  SUCH
   35  PERIOD;  (8)  SUCH  AUTHORITY'S CODE OF ETHICS; (9) AN ASSESSMENT OF THE
   36  EFFECTIVENESS OF ITS INTERNAL CONTROL STRUCTURE AND PROCEDURES;  (10)  A
   37  DESCRIPTION  OF  THE  AUTHORITY  AND  ITS BOARD STRUCTURE, INCLUDING (A)
   38  NAMES OF COMMITTEES AND COMMITTEE MEMBERS, (B) LISTS OF  BOARD  MEETINGS
   39  AND ATTENDANCE, (C) DESCRIPTIONS OF MAJOR AUTHORITY UNITS, SUBSIDIARIES,
   40  AND (D) NUMBER OF EMPLOYEES; (11) ITS CHARTER, IF ANY, AND BY-LAWS; (12)
   41  A  LISTING  OF  MATERIAL  CHANGES  IN OPERATIONS AND PROGRAMS DURING THE
   42  REPORTING YEAR; (13) AT A MINIMUM A FOUR-YEAR FINANCIAL PLAN,  INCLUDING
   43  (A)  A CURRENT AND PROJECTED CAPITAL BUDGET, AND (B) AN OPERATING BUDGET
   44  REPORT, INCLUDING AN ACTUAL VERSUS ESTIMATED BUDGET,  WITH  AN  ANALYSIS
   45  AND  MEASUREMENT  OF FINANCIAL AND OPERATING PERFORMANCE; (14) ITS BOARD
   46  PERFORMANCE EVALUATIONS; PROVIDED, HOWEVER, THAT SUCH EVALUATIONS  SHALL
   47  NOT  BE  SUBJECT  TO DISCLOSURE UNDER THE FREEDOM OF INFORMATION LAWS OF
   48  EACH STATE; (15) A DESCRIPTION OF THE TOTAL AMOUNTS OF ASSETS,  SERVICES
   49  OR  BOTH ASSETS AND SERVICES BOUGHT OR SOLD WITHOUT COMPETITIVE BIDDING,
   50  INCLUDING (A) THE NATURE OF THOSE ASSETS AND SERVICES, (B) THE NAMES  OF
   51  THE  COUNTERPARTIES,  AND  (C)  WHERE  THE  CONTRACT  PRICE  FOR  ASSETS
   52  PURCHASED EXCEEDS FAIR MARKET VALUE, OR WHERE  THE  CONTRACT  PRICE  FOR
   53  ASSETS  SOLD  IS  LESS THAN FAIR MARKET VALUE, A DETAILED EXPLANATION OF
   54  THE JUSTIFICATION FOR MAKING THE PURCHASE OR  SALE  WITHOUT  COMPETITIVE
   55  BIDDING,  AND  A  CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF
   56  FINANCIAL OFFICER OF THE PORT AUTHORITY  THAT  THEY  HAVE  REVIEWED  THE
       A. 812                             10
    1  TERMS  OF  SUCH  PURCHASE  OR  SALE AND DETERMINED THAT IT COMPLIES WITH
    2  APPLICABLE LAW AND PROCUREMENT GUIDELINES; AND (16) A DESCRIPTION OF ANY
    3  MATERIAL PENDING LITIGATION IN WHICH THE PORT AUTHORITY IS INVOLVED AS A
    4  PARTY DURING THE REPORTING YEAR.
    5    B.  THE  PORT  AUTHORITY  SHALL MAKE ACCESSIBLE TO THE PUBLIC, VIA ITS
    6  OFFICIAL OR SHARED INTERNET WEB SITE, DOCUMENTATION  PERTAINING  TO  ITS
    7  MISSION,  CURRENT  ACTIVITIES,  MOST  RECENT  ANNUAL  FINANCIAL REPORTS,
    8  CURRENT YEAR BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT  UNLESS
    9  SUCH  INFORMATION  IS  EXEMPT FROM DISCLOSURE PURSUANT TO EITHER STATE'S
   10  FREEDOM OF INFORMATION LAWS.
   11    C. EVERY FINANCIAL  REPORT  SUBMITTED  UNDER  THIS  SECTION  SHALL  BE
   12  APPROVED BY THE BOARD AND SHALL BE CERTIFIED IN WRITING BY THE CHAIR AND
   13  VICE-CHAIR  OF  THE  BOARD; AND THE EXECUTIVE DIRECTOR, DEPUTY EXECUTIVE
   14  DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE PORT AUTHORITY,  THAT  BASED
   15  ON THE OFFICER'S KNOWLEDGE (1) THE INFORMATION PROVIDED THEREIN IS ACCU-
   16  RATE,  CORRECT  AND  DOES  NOT  CONTAIN ANY UNTRUE STATEMENT OF MATERIAL
   17  FACT; (2) DOES NOT OMIT ANY MATERIAL FACT WHICH, IF OMITTED, WOULD CAUSE
   18  THE FINANCIAL STATEMENTS TO BE MISLEADING IN LIGHT OF THE  CIRCUMSTANCES
   19  UNDER  WHICH  SUCH  STATEMENTS  ARE MADE; AND (3) FAIRLY PRESENTS IN ALL
   20  MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF  OPERATIONS  OF
   21  THE  AUTHORITY  AS  OF,  AND FOR, THE PERIODS PRESENTED IN THE FINANCIAL
   22  STATEMENTS.
   23    S 4. INDEPENDENT AUDITS AND AUDIT REPORTS. A. THE PORT AUTHORITY SHALL
   24  SUBMIT TO THE GOVERNOR, THE STATE COMPTROLLER, AND  THE  LEGISLATURE  OF
   25  EACH  STATE, TOGETHER WITH THE REPORT DESCRIBED IN SECTION THREE OF THIS
   26  ARTICLE, A COPY OF THE ANNUAL INDEPENDENT AUDIT REPORT, PERFORMED  BY  A
   27  CERTIFIED  PUBLIC  ACCOUNTING FIRM IN ACCORDANCE WITH GENERALLY ACCEPTED
   28  AUDITING STANDARDS, AND MANAGEMENT LETTER AND ANY OTHER  EXTERNAL  EXAM-
   29  INATION OF THE BOOKS AND ACCOUNTS OF THE AUTHORITY.
   30    B. EACH CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM THAT PERFORMS ANY
   31  AUDIT  REQUIRED BY THIS ARTICLE SHALL TIMELY REPORT TO THE AUDIT COMMIT-
   32  TEE OF SUCH AUTHORITY: (1) ALL CRITICAL ACCOUNTING  POLICIES  AND  PRAC-
   33  TICES  TO  BE USED; (2) ALL ALTERNATIVE TREATMENTS OF FINANCIAL INFORMA-
   34  TION WITHIN GENERALLY ACCEPTED  ACCOUNTING  PRINCIPLES  THAT  HAVE  BEEN
   35  DISCUSSED WITH MANAGEMENT OFFICIALS OF THE PORT AUTHORITY, RAMIFICATIONS
   36  OF  THE  USE  OF  SUCH  ALTERNATIVE  DISCLOSURES AND TREATMENTS, AND THE
   37  TREATMENT PREFERRED BY THE CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM;
   38  AND (3) OTHER MATERIAL  WRITTEN  COMMUNICATIONS  BETWEEN  THE  CERTIFIED
   39  INDEPENDENT  PUBLIC ACCOUNTING FIRM AND THE MANAGEMENT OF THE AUTHORITY,
   40  INCLUDING AS THE MANAGEMENT LETTER ALONG WITH MANAGEMENT'S  RESPONSE  OR
   41  PLAN  OF  CORRECTIVE ACTION, MATERIAL CORRECTIONS IDENTIFIED OR SCHEDULE
   42  OF UNADJUSTED DIFFERENCES, WHERE APPLICABLE.
   43    C. NOTWITHSTANDING ANY OTHER PROVISION OF LAW  TO  THE  CONTRARY,  THE
   44  CERTIFIED  INDEPENDENT PUBLIC ACCOUNTING FIRM PROVIDING SUCH AUTHORITY'S
   45  ANNUAL INDEPENDENT AUDIT WILL BE PROHIBITED IN PROVIDING AUDIT  SERVICES
   46  TO THE AUTHORITY IF THE LEAD OR COORDINATING AUDIT PARTNER HAVING PRIMA-
   47  RY  RESPONSIBILITY  FOR  THE AUDIT, OR THE AUDIT PARTNER RESPONSIBLE FOR
   48  REVIEWING THE AUDIT, HAS PERFORMED AUDIT SERVICES  FOR  THAT  ISSUER  IN
   49  EACH OF THE FIVE PREVIOUS FISCAL YEARS OF SUCH AUTHORITY.
   50    D.  THE  CERTIFIED  INDEPENDENT  PUBLIC ACCOUNTING FIRM PERFORMING THE
   51  PORT AUTHORITY'S AUDIT SHALL BE PROHIBITED FROM PERFORMING ANY NON-AUDIT
   52  SERVICES TO SUCH AUTHORITY  CONTEMPORANEOUSLY  WITH  THE  AUDIT,  UNLESS
   53  RECEIVING  PREVIOUS  WRITTEN  APPROVAL BY THE AUDIT COMMITTEE INCLUDING:
   54  (1) BOOKKEEPING OR OTHER SERVICES RELATED TO THE ACCOUNTING  RECORDS  OR
   55  FINANCIAL  STATEMENTS  OF  SUCH  AUTHORITY;  (2)  FINANCIAL  INFORMATION
   56  SYSTEMS DESIGN AND IMPLEMENTATION; (3) APPRAISAL OR VALUATION  SERVICES,
       A. 812                             11
    1  FAIRNESS   OPINIONS,  OR  CONTRIBUTION-IN-KIND  REPORTS;  (4)  ACTUARIAL
    2  SERVICES; (5) INTERNAL AUDIT OUTSOURCING SERVICES; (6) MANAGEMENT  FUNC-
    3  TIONS  OR  HUMAN  SERVICES; (7) BROKER OR DEALER, INVESTMENT ADVISOR, OR
    4  INVESTMENT  BANKING SERVICES; AND (8) LEGAL SERVICES AND EXPERT SERVICES
    5  UNRELATED TO THE AUDIT.
    6    E. IT  SHALL  BE  PROHIBITED  FOR  ANY  CERTIFIED  INDEPENDENT  PUBLIC
    7  ACCOUNTING  FIRM  TO PERFORM FOR THE PORT AUTHORITY ANY AUDIT SERVICE IF
    8  THE CHIEF EXECUTIVE OFFICER, COMPTROLLER, CHIEF FINANCIAL OFFICER, CHIEF
    9  ACCOUNTING OFFICER, OR ANY OTHER PERSON SERVING IN AN  EQUIVALENT  POSI-
   10  TION  FOR  THE  AUTHORITY,  WAS  EMPLOYED  BY THAT CERTIFIED INDEPENDENT
   11  PUBLIC ACCOUNTING FIRM AND PARTICIPATED IN ANY CAPACITY IN THE AUDIT  OF
   12  THE  AUTHORITY  DURING  THE  ONE  YEAR  PERIOD PRECEDING THE DATE OF THE
   13  INITIATION OF THE AUDIT.
   14    F. NOTWITHSTANDING ANY PROVISION OF LAW  TO  THE  CONTRARY,  THE  PORT
   15  AUTHORITY MAY EXEMPT INFORMATION FROM DISCLOSURE OR REPORT, IF THE COUN-
   16  SEL  OF  SUCH AUTHORITY DEEMS THAT SUCH INFORMATION IS COVERED BY EITHER
   17  STATE'S FREEDOM OF INFORMATION LAWS.
   18    S 5. WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM. A. DEFINITIONS.
   19    (1) "ATTORNEY GENERAL" SHALL MEAN THE ATTORNEY GENERAL OF THE STATE OF
   20  NEW YORK AND THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY.
   21    (2) "EMPLOYEES" MEANS THOSE PERSONS EMPLOYED AT  THE  PORT  AUTHORITY,
   22  INCLUDING  BUT  NOT LIMITED TO: FULL-TIME AND PART-TIME EMPLOYEES, THOSE
   23  EMPLOYEES ON PROBATION, AND TEMPORARY EMPLOYEES.
   24    (3) "INSPECTOR GENERAL" SHALL MEAN THE INSPECTOR GENERAL OF  THE  PORT
   25  AUTHORITY.
   26    (4)  "WHISTLEBLOWER" SHALL MEAN ANY EMPLOYEE OF THE PORT AUTHORITY WHO
   27  DISCLOSES INFORMATION CONCERNING ACTS OF WRONGDOING, MISCONDUCT, MALFEA-
   28  SANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY AN EMPLOYEE OR BOARD MEMBER OF
   29  THE AUTHORITY, CONCERNING THE AUTHORITY'S INVESTMENTS, TRAVEL,  ACQUISI-
   30  TION  OF  REAL OR PERSONAL PROPERTY, THE DISPOSITION OF REAL OR PERSONAL
   31  PROPERTY AND THE PROCUREMENT OF GOODS AND SERVICES.
   32    B. THE INSPECTOR GENERAL, AFTER CONSULTATION WITH THE ATTORNEY GENERAL
   33  OF BOTH STATES SHALL  DEVELOP  A  WHISTLEBLOWER  ACCESS  AND  ASSISTANCE
   34  PROGRAM WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO:
   35    (1)  EVALUATING  AND COMMENTING ON WHISTLEBLOWER PROGRAMS AND POLICIES
   36  BY BOARD OF COMMISSIONERS PURSUANT TO PARAGRAPH FIVE OF SUBDIVISION A OF
   37  SECTION TWO OF ARTICLE IV OF THIS ACT;
   38    (2) ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE  TO
   39  EMPLOYEES;
   40    (3)  OFFERING  ADVICE REGARDING EMPLOYEE RIGHTS UNDER APPLICABLE STATE
   41  AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL PERSONS; AND
   42    (4) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
   43  ING ANY ISSUE AT THE PORT AUTHORITY.
   44    C. ANY COMMUNICATIONS BETWEEN AN EMPLOYEE AND  THE  INSPECTOR  GENERAL
   45  PURSUANT  TO  THIS  SECTION  SHALL  BE HELD STRICTLY CONFIDENTIAL BY THE
   46  INSPECTOR GENERAL, UNLESS THE EMPLOYEE SPECIFICALLY  WAIVES  IN  WRITING
   47  THE RIGHT TO CONFIDENTIALITY, EXCEPT THAT SUCH CONFIDENTIALITY SHALL NOT
   48  EXEMPT  THE  INSPECTOR  GENERAL  FROM DISCLOSING SUCH INFORMATION, WHERE
   49  APPROPRIATE, TO ANY LAW ENFORCEMENT AUTHORITY.
   50    D. THE PORT AUTHORITY SHALL  NOT  FIRE,  DISCHARGE,  DEMOTE,  SUSPEND,
   51  THREATEN,  HARASS  OR  DISCRIMINATE  AGAINST  AN EMPLOYEE BECAUSE OF THE
   52  EMPLOYEE'S ROLE AS A WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY  THE
   53  EMPLOYEE ARE LEGAL.
   54    S 6. LOBBYING CONTACTS. A. DEFINITIONS. AS USED IN THIS ARTICLE:
   55    (1)  "LOBBYIST" SHALL HAVE THE SAME MEANING AS DEFINED IN THE LAWS OR,
   56  RULES OR REGULATIONS OF EITHER STATE.
       A. 812                             12
    1    (2) "LOBBYING" SHALL MEAN AND INCLUDE ANY ATTEMPT TO INFLUENCE:
    2    (A)  THE  ADOPTION  OR  REJECTION OF ANY RULE OR REGULATION HAVING THE
    3  FORCE AND EFFECT OF LAW BY THE PORT AUTHORITY,
    4    (B) THE OUTCOME OF ANY PROCEEDING BY THE PORT AUTHORITY TO  ESTABLISH,
    5  LEVY OR COLLECT FEES, TOLLS, CHARGES OR FARES, AND
    6    (C)  THE AUTHORIZATION, APPROVAL OR AWARD OF ANY AGREEMENTS, CONTRACTS
    7  OR PURCHASE ORDERS, INCLUDING ANY SETTLEMENT OF PORT  AUTHORITY  CLAIMS;
    8  OR  ANY  EXTENSION, AMENDMENT OR MODIFICATION OF ANY EXISTING AGREEMENT,
    9  CONTRACT OR ORDER.
   10    (3) "CONTACT" SHALL MEAN ANY CONVERSATION, IN PERSON OR BY  TELEPHONIC
   11  OR  OTHER  ELECTRONIC  MEANS,  OR  CORRESPONDENCE  BETWEEN  ANY LOBBYIST
   12  ENGAGED IN THE ACT OF LOBBYING AND ANY PERSON WITHIN THE PORT  AUTHORITY
   13  WHO  CAN  MAKE OR INFLUENCE A DECISION ON THE SUBJECT OF THE LOBBYING ON
   14  BEHALF OF THE AUTHORITY, AND SHALL INCLUDE, AT A MINIMUM, ALL MEMBERS OF
   15  THE BOARD OF COMMISSIONERS AND ALL OFFICERS OF THE PORT AUTHORITY.
   16    B. THE PORT AUTHORITY SHALL MAINTAIN A RECORD OF ALL LOBBYING CONTACTS
   17  MADE WITH SUCH AUTHORITY.
   18    C. EVERY BOARD MEMBER, OFFICER OR EMPLOYEE OF THE PORT  AUTHORITY  WHO
   19  IS  CONTACTED  BY A LOBBYIST SHALL MAKE A CONTEMPORANEOUS RECORD OF SUCH
   20  CONTACT CONTAINING THE DAY AND TIME OF THE CONTACT, THE IDENTITY OF  THE
   21  LOBBYIST AND A GENERAL SUMMARY OF THE SUBSTANCE OF THE CONTACT.
   22    D.  THE  PORT AUTHORITY SHALL ADOPT A POLICY IMPLEMENTING THE REQUIRE-
   23  MENTS OF THIS SECTION WITHIN ONE HUNDRED EIGHTY DAYS  OF  THE  EFFECTIVE
   24  DATE  OF THIS ARTICLE.  SUCH POLICY SHALL APPOINT AN OFFICER TO WHOM ALL
   25  SUCH RECORDS SHALL BE DELIVERED.    SUCH  OFFICER  SHALL  MAINTAIN  SUCH
   26  RECORDS  FOR  NOT  LESS  THAN SEVEN YEARS IN A FILING SYSTEM DESIGNED TO
   27  ORGANIZE SUCH RECORDS IN A MANNER SO AS TO MAKE SUCH RECORDS  USEFUL  TO
   28  DETERMINE  WHETHER  THE  DECISIONS  OF  THE AUTHORITY WERE INFLUENCED BY
   29  LOBBYING CONTACTS.
   30    S 7. INSPECTOR GENERAL. A. ESTABLISHMENT AND ORGANIZATION.  (1)  THERE
   31  IS  HEREBY  ESTABLISHED  THE OFFICE OF THE INSPECTOR GENERAL IN THE PORT
   32  AUTHORITY.  THE HEAD OF THE OFFICE SHALL BE THE  INSPECTOR  GENERAL  WHO
   33  SHALL  BE APPOINTED BY, AND REPORT TO, THE BOARD OF COMMISSIONERS OF THE
   34  PORT AUTHORITY.
   35    (2) THE INSPECTOR GENERAL SHALL HOLD OFFICE AT THE DISCRETION  OF  THE
   36  BOARD  OF  COMMISSIONERS AND UNTIL HIS OR HER SUCCESSOR IS APPOINTED AND
   37  HAS QUALIFIED.
   38    (3) THE INSPECTOR GENERAL MAY APPOINT ONE OR  MORE  DEPUTY  INSPECTORS
   39  GENERAL  TO  SERVE  AT HIS OR HER PLEASURE, WHO SHALL BE RESPONSIBLE FOR
   40  CONDUCTING AUDITS AND INVESTIGATIONS IN THE PORT AUTHORITY.
   41    B. FUNCTIONS AND DUTIES. THE INSPECTOR GENERAL SHALL HAVE THE  FOLLOW-
   42  ING DUTIES AND RESPONSIBILITIES:
   43    (1) RECEIVE AND INVESTIGATE COMPLAINTS FROM ANY SOURCE, OR UPON HIS OR
   44  HER  OWN INITIATIVE, CONCERNING ALLEGATIONS OF CORRUPTION, FRAUD, CRIMI-
   45  NAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE IN THE  PORT  AUTHORITY  OR
   46  ITS SUBSIDIARIES;
   47    (2)  INFORM  THE BOARD OF COMMISSIONERS AND EXECUTIVE DIRECTOR OF SUCH
   48  ALLEGATIONS AND THE PROGRESS OF INVESTIGATIONS RELATED  THERETO,  UNLESS
   49  SPECIAL CIRCUMSTANCES REQUIRE CONFIDENTIALITY;
   50    (3)  DETERMINE  WITH  RESPECT TO SUCH ALLEGATIONS WHETHER DISCIPLINARY
   51  ACTION, CIVIL OR CRIMINAL PROSECUTION, OR FURTHER  INVESTIGATION  BY  AN
   52  APPROPRIATE  FEDERAL,  STATE OR LOCAL AGENCY IS WARRANTED, AND TO ASSIST
   53  IN SUCH INVESTIGATIONS;
   54    (4) PREPARE AND RELEASE TO THE PUBLIC WRITTEN REPORTS OF SUCH INVESTI-
   55  GATIONS, AS APPROPRIATE AND TO THE EXTENT PERMITTED BY LAW,  SUBJECT  TO
   56  REDACTION  TO  PROTECT  THE CONFIDENTIALITY OF WITNESSES. THE RELEASE OF
       A. 812                             13
    1  ALL OR PORTIONS OF SUCH REPORTS MAY BE DEFERRED TO PROTECT THE CONFIDEN-
    2  TIALITY OF ONGOING INVESTIGATIONS;
    3    (5) REVIEW AND EXAMINE PERIODICALLY THE POLICIES AND PROCEDURES OF THE
    4  PORT   AUTHORITY   WITH  REGARD  TO  THE  PREVENTION  AND  DETECTION  OF
    5  CORRUPTION, FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
    6    (6) RECOMMEND REMEDIAL ACTION  TO  PREVENT  OR  ELIMINATE  CORRUPTION,
    7  FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
    8    (7)  ESTABLISH  PROGRAMS  FOR  TRAINING  PORT  AUTHORITY  OFFICERS AND
    9  EMPLOYEES REGARDING THE PREVENTION AND ELIMINATION OF CORRUPTION, FRAUD,
   10  CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE.
   11    C. POWERS. THE INSPECTOR GENERAL SHALL HAVE THE POWER TO:
   12    (1) SUBPOENA AND ENFORCE THE ATTENDANCE OF WITNESSES;
   13    (2) ADMINISTER OATHS OR AFFIRMATIONS AND EXAMINE WITNESSES UNDER OATH;
   14    (3) REQUIRE THE PRODUCTION OF ANY BOOKS AND PAPERS DEEMED RELEVANT  OR
   15  MATERIAL TO ANY INVESTIGATION, EXAMINATION OR REVIEW;
   16    (4)  NOTWITHSTANDING  ANY  LAW  TO  THE  CONTRARY, EXAMINE AND COPY OR
   17  REMOVE DOCUMENTS OR RECORDS OF ANY KIND PREPARED, MAINTAINED OR HELD  BY
   18  THE PORT AUTHORITY AND ITS SUBSIDIARIES;
   19    (5)  REQUIRE  ANY  OFFICER  OR  EMPLOYEE  OF THE PORT AUTHORITY OR ITS
   20  SUBSIDIARIES TO ANSWER QUESTIONS CONCERNING ANY MATTER  RELATED  TO  THE
   21  PERFORMANCE  OF  HIS  OR  HER  OFFICIAL  DUTIES.  NO  STATEMENT OR OTHER
   22  EVIDENCE DERIVED THEREFROM MAY BE USED AGAINST SUCH OFFICER OR  EMPLOYEE
   23  IN  ANY  SUBSEQUENT  CRIMINAL  PROSECUTION  OTHER  THAN  FOR  PERJURY OR
   24  CONTEMPT ARISING FROM SUCH TESTIMONY. THE  REFUSAL  OF  ANY  OFFICER  OR
   25  EMPLOYEE  TO  ANSWER QUESTIONS SHALL BE CAUSE FOR REMOVAL FROM OFFICE OR
   26  EMPLOYMENT OR OTHER APPROPRIATE PENALTY;
   27    (6) MONITOR THE IMPLEMENTATION BY THE PORT AUTHORITY OF ANY  RECOMMEN-
   28  DATIONS MADE BY THE INSPECTOR GENERAL;
   29    (7)  PERFORM  ANY OTHER FUNCTIONS THAT ARE NECESSARY OR APPROPRIATE TO
   30  FULFILL THE DUTIES AND RESPONSIBILITIES OF OFFICE.
   31    D. RESPONSIBILITIES OF PORT AUTHORITY OFFICERS  AND  EMPLOYEES.  EVERY
   32  OFFICER  OR  EMPLOYEE  IN  THE PORT AUTHORITY AND ITS SUBSIDIARIES SHALL
   33  REPORT PROMPTLY TO THE  INSPECTOR  GENERAL  ANY  INFORMATION  CONCERNING
   34  CORRUPTION,  FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE BY
   35  ANOTHER PORT AUTHORITY OFFICER OR EMPLOYEE RELATING TO HIS OR HER OFFICE
   36  OR EMPLOYMENT, OR BY A PERSON HAVING BUSINESS  DEALINGS  WITH  THE  PORT
   37  AUTHORITY RELATING TO THOSE DEALINGS. THE KNOWING FAILURE OF ANY OFFICER
   38  OR  EMPLOYEE  TO  SO  REPORT  SHALL  BE CAUSE FOR REMOVAL FROM OFFICE OR
   39  EMPLOYMENT OR OTHER APPROPRIATE PENALTY. ANY  OFFICER  OR  EMPLOYEE  WHO
   40  ACTS  PURSUANT  TO  THIS  SECTION  BY REPORTING TO THE INSPECTOR GENERAL
   41  IMPROPER GOVERNMENTAL ACTION SHALL NOT BE SUBJECT TO  DISMISSAL,  DISCI-
   42  PLINE OR OTHER ADVERSE PERSONNEL ACTION.
   43    S  8.  REPORTING  OF PORT AUTHORITY DEBT. AT LEAST SIXTY DAYS PRIOR TO
   44  THE END OF ITS FISCAL YEAR, THE  PORT  AUTHORITY  SHALL  SUBMIT  TO  THE
   45  GOVERNOR, STATE COMPTROLLER AND LEGISLATURE OF EACH STATE A STATEMENT OF
   46  INTENT  TO  GUIDE  THE AUTHORITY'S ISSUANCE AND OVERALL AMOUNT OF BONDS,
   47  NOTES, OR OTHER DEBT OBLIGATIONS IT MAY ISSUE DURING THE UPCOMING FISCAL
   48  YEAR.
   49    S 9. SUBSIDIARIES OF THE PORT AUTHORITY. A. NOTWITHSTANDING ANY LAW TO
   50  THE CONTRARY, THE PORT AUTHORITY SHALL NOT HAVE THE  POWER  TO  ORGANIZE
   51  ANY  SUBSIDIARY  CORPORATION UNLESS THE LEGISLATURE OF BOTH STATES SHALL
   52  HAVE ENACTED A LAW GRANTING THE AUTHORITY SUCH POWER FOR  THE  ORGANIZA-
   53  TION OF A SPECIFIC CORPORATION, PROVIDED, HOWEVER, THAT THE PORT AUTHOR-
   54  ITY  MAY  ORGANIZE  A  SUBSIDIARY  CORPORATION PURSUANT TO THE FOLLOWING
   55  REQUIREMENTS:
       A. 812                             14
    1    (1) THE PURPOSE FOR WHICH THE SUBSIDIARY CORPORATION SHALL  BE  ORGAN-
    2  IZED  SHALL  BE  FOR  A  PROJECT OR PROJECTS WHICH THE AUTHORITY HAS THE
    3  POWER TO PURSUE PURSUANT TO ITS CORPORATE PURPOSES;
    4    (2)  THE  PRIMARY REASON FOR WHICH THE SUBSIDIARY CORPORATION SHALL BE
    5  ORGANIZED SHALL BE TO  LIMIT  THE  POTENTIAL  LIABILITY  IMPACT  OF  THE
    6  SUBSIDIARY'S  PROJECT  OR  PROJECTS ON THE AUTHORITY OR BECAUSE STATE OR
    7  FEDERAL LAW REQUIRES THAT THE PURPOSE  OF  A  SUBSIDIARY  BE  UNDERTAKEN
    8  THROUGH A SPECIFIC CORPORATE STRUCTURE; AND
    9    (3)  THE  SUBSIDIARY  CORPORATION  SHALL  MAKE  THE  REPORTS AND OTHER
   10  DISCLOSURES AS ARE REQUIRED BY THE PORT AUTHORITY, UNLESS THE SUBSIDIARY
   11  CORPORATION'S OPERATIONS AND FINANCES ARE CONSOLIDATED WITH THOSE OF THE
   12  AUTHORITY.
   13    B. IN SUCH CASES WHERE THE PORT AUTHORITY  IS  GRANTED  THE  POWER  TO
   14  ORGANIZE  A  SUBSIDIARY  CORPORATION  PURSUANT  TO SUBDIVISION A OF THIS
   15  SECTION, THE AUTHORITY SHALL FILE, NO LESS THAN SIXTY DAYS PRIOR TO  THE
   16  FORMATION  OF  SUCH SUBSIDIARY, NOTICE TO THE GOVERNOR, THE COMPTROLLER,
   17  AND THE LEGISLATURE OF EACH STATE THAT IT WILL BE CREATING A SUBSIDIARY.
   18    C. SUBSIDIARY CORPORATIONS FORMED UNDER SUBDIVISION A OF THIS  SECTION
   19  SHALL  NOT  HAVE  THE  AUTHORITY  TO  ISSUE BONDS, NOTES OR OTHER DEBTS,
   20  PROVIDED, HOWEVER, THAT SUCH SUBSIDIARY CORPORATIONS MAY ISSUE NOTES  OR
   21  OTHER  DEBT TO THE PORT AUTHORITY. NO SUCH DEBT ISSUED BY THE SUBSIDIARY
   22  TO THE AUTHORITY SHALL IN TOTAL EXCEED, AT ANY TIME, A PRINCIPAL  AMOUNT
   23  OF  FIVE  HUNDRED  THOUSAND DOLLARS OR, DURING THE NINE MONTHS AFTER THE
   24  FORMATION OF THE SUBSIDIARY, ONE MILLION DOLLARS.
   25    D. THE CERTIFICATE OF INCORPORATION OR OTHER DOCUMENT FILED TO  ORGAN-
   26  IZE  A  SUBSIDIARY  CORPORATION  UNDER THIS SECTION SHALL STATE THAT THE
   27  PORT AUTHORITY IS THE PERSON ORGANIZING THE CORPORATION.
   28    E. ON OR BEFORE THE FIRST DAY OF JANUARY, TWO  THOUSAND  SIXTEEN,  AND
   29  ANNUALLY  ON SUCH DAY THEREAFTER, ANY SUBSIDIARY CORPORATION, IN COOPER-
   30  ATION WITH THE PORT AUTHORITY, SHALL PROVIDE TO THE GOVERNOR AND  LEGIS-
   31  LATURE OF EACH STATE A REPORT ON THE SUBSIDIARY CORPORATION. SUCH REPORT
   32  SHALL INCLUDE FOR EACH SUBSIDIARY:
   33    (1)  THE  COMPLETE  LEGAL NAME, ADDRESS AND CONTACT INFORMATION OF THE
   34  SUBSIDIARY;
   35    (2) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
   36  NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
   37  AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;
   38    (3) THE COMPLETE BYLAWS AND LEGAL ORGANIZATION PAPERS OF  THE  SUBSID-
   39  IARY;
   40    (4) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
   41  OF  THE SUBSIDIARY, INCLUDING A STATEMENT OF JUSTIFICATION AS TO WHY THE
   42  SUBSIDIARY IS NECESSARY TO CONTINUE ITS OPERATIONS FOR THE PUBLIC  BENE-
   43  FIT FOR THE PEOPLE OF BOTH STATES; AND
   44    (5)  ANY  OTHER INFORMATION THE SUBSIDIARY CORPORATION DEEMS IMPORTANT
   45  TO INCLUDE IN SUCH REPORT.
   46    S 10. FINANCIAL DISCLOSURE. 1. NOTWITHSTANDING ANY OTHER PROVISION  OF
   47  LAW  TO  THE CONTRARY, THE COMMISSIONERS, OFFICERS, AND EMPLOYEES OF THE
   48  PORT AUTHORITY SHALL FILE  ANNUAL  FINANCIAL  DISCLOSURE  STATEMENTS  AS
   49  PROVIDED IN THIS SECTION.
   50    2.  (A)  THE COMMISSIONERS APPOINTED BY THE GOVERNOR FROM THE STATE OF
   51  NEW YORK SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS  PURSUANT  TO
   52  SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.
   53    (B) EMPLOYEES OF THE PORT AUTHORITY WHO HOLD A POLICY-MAKING POSITION,
   54  AS  DETERMINED  BY  THE PORT AUTHORITY, OR WHOSE ANNUAL SALARY EQUALS OR
   55  EXCEEDS THE SALARY RATE OF SG-24 AS SET FORTH IN PARAGRAPH A OF SUBDIVI-
   56  SION ONE OF SECTION 130 OF THE CIVIL SERVICE LAW OF  THE  STATE  OF  NEW
       A. 812                             15
    1  YORK  AS OF APRIL FIRST OF THE YEAR IN WHICH AN ANNUAL FINANCIAL DISCLO-
    2  SURE STATEMENT SHALL BE FILED, SHALL FILE  ANNUAL  FINANCIAL  DISCLOSURE
    3  STATEMENTS  PURSUANT  TO  SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS
    4  LAW.
    5    (C)  ANY  PERSON  WHO IS REQUIRED TO FILE ANNUAL DISCLOSURE STATEMENTS
    6  PURSUANT TO THIS PARAGRAPH AND PARAGRAPH (B) OF THIS  SUBDIVISION  SHALL
    7  BE  SUBJECT  TO THE PROVISIONS, INCLUDING THE ENFORCEMENT PROVISIONS, OF
    8  SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.
    9    (D) THE COMMISSIONERS APPOINTED BY THE GOVERNOR FROM THE STATE OF  NEW
   10  JERSEY  SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS AS REQUIRED BY
   11  NEW JERSEY STATE LAW OR EXECUTIVE ORDER.
   12    S 11. THE PORT AUTHORITY SHALL  REQUIRE  AN  EFFICIENCY  STUDY  TO  BE
   13  CONDUCTED BY AN OUTSIDE, INDEPENDENT EFFICIENCY EXPERT TO IDENTIFY WASTE
   14  OR  ABUSE  INVOLVING THE AUTHORITY. THE INITIAL STUDY SHALL BE COMPLETED
   15  WITHIN TWELVE MONTHS OF THE EFFECTIVE DATE OF THIS ACT, AND MADE  PUBLIC
   16  AT  THE FIRST PUBLIC MEETING OF THE BOARD OF COMMISSIONERS FOLLOWING THE
   17  COMPLETION OF THE INITIAL STUDY.  SUBSEQUENT STUDIES SHALL BE  COMPLETED
   18  AND  MADE  AVAILABLE TO THE PUBLIC EVERY TWO YEARS THEREAFTER. A COPY OF
   19  EACH STUDY CONDUCTED SHALL BE SUBMITTED TO THE PORT  AUTHORITY'S  OFFICE
   20  OF INSPECTOR GENERAL.
   21    S  12.  ANNUAL  OPERATING  BUDGET;  CAPITAL  STRATEGY PLAN. 1. FOR THE
   22  PURPOSES OF THIS SECTION:
   23    (A) "GAAP" MEANS THE GENERALLY ACCEPTED ACCOUNTING  PRINCIPLES  ESTAB-
   24  LISHED BY THE GOVERNMENTAL ACCOUNTING STANDARDS BOARD.
   25    (B)  "MAJOR  CAPITAL  PROJECT" MEANS AN UNDERTAKING OR PROGRAM FOR THE
   26  ACQUISITION, CREATION, OR DEVELOPMENT OF  ANY  CROSSING,  TRANSPORTATION
   27  FACILITY,  TERMINAL  FACILITY, OR COMMERCE FACILITY OR ANY PART THEREOF,
   28  WITH AN ESTIMATED TOTAL PROJECT COST IN EXCESS OF $500,000,000.
   29    2. (A) THE PORT AUTHORITY SHALL PREPARE A  DETAILED  ANNUAL  OPERATING
   30  BUDGET  BEGINNING  WITH  THE  FISCAL YEAR COMMENCING AFTER THE EFFECTIVE
   31  DATE OF THE CHAPTER OF THE LAWS OF 2015 WHICH ADDED THIS SECTION.
   32    (B) THE INITIAL ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY  AVAIL-
   33  ABLE,  INCLUDING  ON  THE  PORT AUTHORITY'S INTERNET WEBSITE, IN JULY OF
   34  EVERY FISCAL YEAR, AND A FINAL ANNUAL OPERATING BUDGET, WHICH SHALL TAKE
   35  INTO ACCOUNT PUBLIC COMMENT, SHALL BE MADE AVAILABLE IN FEBRUARY OF EACH
   36  FISCAL YEAR.
   37    (C) IT SHALL BE THE POLICY OF THE PORT AUTHORITY THAT ITS ANNUAL OPER-
   38  ATING BUDGET BE BALANCED IN ACCORDANCE WITH GAAP  PRINCIPLES,  PROVIDED,
   39  HOWEVER,  SPECIAL CIRCUMSTANCES MAY PERMIT THAT DEFICITS BE COVERED WITH
   40  ACCRUED RESERVES OR OTHER RESOURCES.
   41    3. (A) THE PORT AUTHORITY SHALL PREPARE A LONG-RANGE CAPITAL  STRATEGY
   42  PLAN  AND  SHALL  REVISE  THE LONG-RANGE PLAN EVERY FOUR YEARS BEGINNING
   43  WITH THE FISCAL YEAR COMMENCING AFTER THE EFFECTIVE DATE OF THE  CHAPTER
   44  OF THE LAWS OF 2015 WHICH ADDED THIS SECTION.
   45    (B)  THE CAPITAL STRATEGY PLAN SHALL SPECIFY THE PROJECTS TO BE INITI-
   46  ATED AND THE EXPECTED COST OF THOSE PROJECTS. THE COMMITMENT PLANS SHALL
   47  INCLUDE A FINANCING PLAN THAT IDENTIFIES THE SOURCE OF FUNDING FOR  EACH
   48  PROJECT.
   49    (C) QUARTERLY REPORTS SHALL BE PREPARED BY THE PORT AUTHORITY AND MADE
   50  PUBLICLY AVAILABLE WITH THE STATUS OF EACH PROJECT IN THE CAPITAL STRAT-
   51  EGY  PLAN.  THESE  REPORTS  SHALL  COMPARE ACTUAL AND TARGET PERFORMANCE
   52  MEASURES, INCLUDING BUT NOT LIMITED TO COSTS AND CONSTRUCTION SCHEDULES,
   53  AND A NARRATIVE EXPLANATION OF ANY DISCREPANCY THEREOF.
   54    4. THE PORT AUTHORITY SHALL ALSO PROVIDE THAT MAJOR  CAPITAL  PROJECTS
   55  ARE  MONITORED  BY  INDEPENDENT ENGINEERING CONSULTANTS. THE INDEPENDENT
   56  CONSULTANTS SHALL PREPARE QUARTERLY REPORTS TO BE PROVIDED TO THE  BOARD
       A. 812                             16
    1  AND  TO  THE  PUBLIC.  THE  QUARTERLY  REPORTS  PREPARED  BY INDEPENDENT
    2  CONSULTANTS SHALL INCLUDE, BUT NOT BE LIMITED TO, A COMPARISON OF ACTUAL
    3  AND TARGET PERFORMANCE MEASURES INCLUDING, BUT NOT LIMITED TO, COSTS AND
    4  CONSTRUCTION  SCHEDULES,  AND A NARRATIVE EXPLANATION OF ANY DISCREPANCY
    5  THEREOF.
    6                                ARTICLE VII-C
    7    S 1. NEEDS ASSESSMENT. THE PORT AUTHORITY SHALL REQUIRE THAT  A  NEEDS
    8  ASSESSMENT  BE  CONDUCTED BY AN INDEPENDENT ENTITY PRIOR TO ANY INCREASE
    9  IN FEES, TOLLS, CHARGES OR FARES. THE ASSESSMENT SHALL BE  PRESENTED  BY
   10  THE INDEPENDENT ENTITY TO THE BOARD OF COMMISSIONERS AT A PUBLIC MEETING
   11  TO  BE  HELD AT LEAST 120 DAYS PRIOR TO ANY MEETING OF THE COMMISSIONERS
   12  TO VOTE TO INCREASE ANY FEES, TOLLS, CHARGES OR FARES.
   13    S 2. FEES, TOLLS, CHARGES AND FARE INCREASES; HEARINGS. (A)  NOT  LESS
   14  THAN 30 DAYS AND NOT MORE THAN 90 DAYS PRIOR TO ANY VOTE OR ACTION TAKEN
   15  BY  THE BOARD OF COMMISSIONERS RELATING TO ANY INCREASE IN THE TOLLS FOR
   16  THE USE OF ANY PORT AUTHORITY BRIDGE OR TUNNEL, OR FARES FOR THE USE  OF
   17  THE  PORT  AUTHORITY  TRANS-HUDSON  CORPORATION  RAIL  SYSTEM,  THE PORT
   18  AUTHORITY SHALL CONDUCT  AT  LEAST  SIX  PUBLIC  HEARINGS  IN  A  MANNER
   19  PRESCRIBED PURSUANT TO THIS SECTION.
   20    (B)  LOCATIONS FOR THE PUBLIC HEARINGS SHALL BE SELECTED IN SUCH A WAY
   21  AS TO BE GEOGRAPHICALLY ACCESSIBLE TO A MAJORITY OF USERS OF THE FACILI-
   22  TY OR FACILITIES TO BE IMPACTED BY THE TOLL OR FARE INCREASE, AS  DETER-
   23  MINED  BY  PORT AUTHORITY DATA, PROVIDED THAT AT LEAST ONE HEARING SHALL
   24  BE HELD IN EACH STATE.
   25    (C) AT LEAST 72  HOURS  BEFORE  ANY  HEARING  HELD  PURSUANT  TO  THIS
   26  SECTION,  THE  PORT  AUTHORITY  SHALL  MAKE  AVAILABLE  TO THE PUBLIC BY
   27  CONSPICUOUSLY POSTING, AT A MINIMUM, THE FOLLOWING INFORMATION IN ONE OR
   28  MORE DESIGNATED AREAS AND ON  THE  PORT  AUTHORITY'S  OFFICIAL  INTERNET
   29  WEBSITE:
   30    (1)  THE  AMOUNT OF REVENUE EXPECTED TO BE GENERATED FROM THE INCREASE
   31  IN TOLLS OR FARES;
   32    (2) A DETAILED  EXPLANATION  OF  HOW  THE  REVENUES  RAISED  FROM  THE
   33  INCREASE IN TOLLS OR FARES IS EXPECTED TO BE SPENT; AND
   34    (3)  A  WRITTEN  EXPLANATION  OF WHY THE INCREASE IN TOLLS OR FARES IS
   35  NECESSARY.
   36    (D) EACH HEARING SHALL BE ATTENDED BY  AT  LEAST  THREE  COMMISSIONERS
   37  FROM  NEW  YORK AND THREE COMMISSIONERS FROM NEW JERSEY IN OFFICE AT THE
   38  TIME OF THE HEARING.
   39    (E) THE PORT AUTHORITY SHALL HOLD NO MORE THAN ONE PUBLIC HEARING IN A
   40  SINGLE DAY, AND AT LEAST ONE-HALF OF THE PUBLIC HEARINGS SHALL BE SCHED-
   41  ULED TO BEGIN AFTER 6LABOR P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
   42    S 3. PUBLIC PARTICIPATION. AT EACH PUBLIC MEETING OF THE BOARD AND  AT
   43  EACH  PUBLIC  MEETING  OF EACH COMMITTEE, THE PUBLIC SHALL BE ALLOTTED A
   44  PERIOD OF TIME, NOT LESS THAN 60 MINUTES, TO SPEAK ON ANY TOPIC  ON  THE
   45  AGENDA.  THE  PUBLIC SPEAKING PERIOD SHALL TAKE PLACE PRIOR TO ANY BOARD
   46  OR COMMITTEE ACTION.
   47    S 4. AGENDAS AND RELATED DOCUMENTS. (A) THE PORT AUTHORITY SHALL  MAKE
   48  AVAILABLE  TO  THE  PUBLIC MEETING AGENDAS AT LEAST 72 HOURS BEFORE EACH
   49  MEETING OF THE BOARD AND EACH MEETING OF EACH COMMITTEE.  PUBLIC  NOTICE
   50  OF  THE  TIME  AND  PLACE  OF A MEETING SHALL BE PROVIDED TO APPROPRIATE
   51  MEDIA OUTLETS, SHALL BE CONSPICUOUSLY POSTED IN ONE  OR MORE  DESIGNATED
   52  AREAS  AT LEAST 72 HOURS BEFORE SUCH MEETING, AND SHALL BE CONSPICUOUSLY
   53  POSTED VIA THE PORT AUTHORITY'S OFFICIAL INTERNET WEBSITE AT LEAST  FIVE
   54  BUSINESS DAYS BEFORE THE MEETING.
   55    (B)  THE  PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC SUCH DOCU-
   56  MENTS IN THE FOLLOWING MANNER:  (1)  THE  AGENDA  AND  PUBLIC  DOCUMENTS
       A. 812                             17
    1  PERTAINING TO A BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC
    2  INSPECTION  AT  AN  OFFICE OF THE PORT AUTHORITY; AND (2) THE AGENDA AND
    3  PUBLIC DOCUMENTS PERTAINING TO A BOARD OR  COMMITTEE  MEETING  SHALL  BE
    4  POSTED  ON  THE PORT AUTHORITY'S OFFICIAL INTERNET WEBSITE. IN ADDITION,
    5  THE PORT AUTHORITY SHALL SEND VIA ELECTRONIC MAIL, THE AGENDA AND PUBLIC
    6  DOCUMENTS PERTAINING TO A BOARD OR COMMITTEE MEETING TO EACH  MEMBER  OF
    7  THE NEW YORK STATE AND THE NEW JERSEY STATE LEGISLATURES.
    8    S 5. THE PORT AUTHORITY SHALL ENSURE THAT EACH OF THE REQUIREMENTS SET
    9  FORTH  IN  SECTIONS TWO AND THREE OF THIS ARTICLE SHALL BE COMPLIED WITH
   10  BEFORE PLACING ON THE MEETING AGENDA OF THE BOARD OF  COMMISSIONERS  ANY
   11  ITEM OR MATTER RELATING TO AN INCREASE IN TOLLS, FEES OR OTHER CHARGES.
   12    S  6.  (A)  THE  PORT  AUTHORITY AT THE REQUEST OF EITHER HOUSE OF THE
   13  STATE LEGISLATURE SHALL BE REQUIRED TO APPEAR BEFORE A COMMITTEE OF  THE
   14  REQUESTING  STATE  LEGISLATURE  TO  PRESENT  TESTIMONY  ON  ANY TOPIC OR
   15  SUBJECT REQUESTED BY THE COMMITTEE OR TO RESPOND TO QUESTIONS BY MEMBERS
   16  OF SUCH COMMITTEE.
   17    (B) THE PORT AUTHORITY SHALL, AT A  MINIMUM,  BE  REPRESENTED  BY  THE
   18  CHAIR OR VICE-CHAIR OF THE BOARD, THE EXECUTIVE DIRECTOR OR DEPUTY EXEC-
   19  UTIVE DIRECTOR, THE CHIEF FINANCIAL OFFICER, AND ANY STAFF DEEMED NECES-
   20  SARY  BY THE CHAIR OR VICE-CHAIR OF THE BOARD, THE EXECUTIVE DIRECTOR OR
   21  DEPUTY EXECUTIVE DIRECTOR, OR THE CHIEF  FINANCIAL  OFFICER  TO  PRESENT
   22  TESTIMONY OR RESPOND TO QUESTIONS AT ANY APPEARANCE REQUIRED PURSUANT TO
   23  THIS SECTION. THE COMMITTEE MAY REQUEST THE APPEARANCE OF ANY OFFICER OR
   24  EMPLOYEE OF THE PORT AUTHORITY.
   25    S 7. BARRIER-FREE ACCESS. THE PORT AUTHORITY SHALL MAKE OR CAUSE TO BE
   26  MADE  ALL REASONABLE EFFORTS TO ENSURE THAT MEETINGS ARE HELD IN FACILI-
   27  TIES THAT PERMIT BARRIER-FREE PHYSICAL ACCESS TO PEOPLE  WITH  DISABILI-
   28  TIES.    IF  THE  BOARD  DETERMINES TO USE VIDEO CONFERENCING OR SIMILAR
   29  TECHNOLOGY TO CONDUCT ITS MEETING, IT SHALL PROVIDE AN  OPPORTUNITY  FOR
   30  THE  PUBLIC TO ATTEND, LISTEN AND OBSERVE AT ANY SITE AT WHICH A COMMIS-
   31  SIONER PARTICIPATES.
   32    S 5. Sections 2 and 3 of article XV-A of section 1 of chapter  154  of
   33  the  laws  of  1921,  relating to the Port Authority of New York and New
   34  Jersey, as added by chapter 275 of the laws of 1992, are amended  and  a
   35  new section 4 is added to read as follows:
   36    S 2. As used in this act:
   37    a.  "Board"  means the board of commissioners of the Port Authority of
   38  New York and New Jersey.
   39    b. "COMMITTEE" OR "COMMITTEES" MEANS  ANY  STANDING  COMMITTEE  ESTAB-
   40  LISHED BY THE BOARD, INCLUDING, BUT NOT LIMITED TO, THE AUDIT COMMITTEE,
   41  GOVERNANCE  COMMITTEE  AND  FINANCE COMMITTEE REQUIRED TO BE ESTABLISHED
   42  PURSUANT TO SECTION 2 OF ARTICLE IV OF THIS ACT.
   43    C. "Meeting" means any gathering, whether corporeal  or  by  means  of
   44  communication  equipment,  which  is attended by, or open to, the board,
   45  held with the intent, on the part  of  the  board  members  present,  to
   46  discuss  or  act  as  a  unit  upon  the specific public business of the
   47  authority. "Meeting" does not mean a gathering (1) attended by less than
   48  an effective majority of the board, or (2) attended by or  open  to  all
   49  the  members  of  three or more similar public bodies at a convention or
   50  similar gathering.
   51    D. "NEWS MEDIA" MEANS PERSONS REPRESENTING MAJOR WIRE SERVICES,  TELE-
   52  VISION  NEWS  SERVICES,  RADIO  NEWS  SERVICES  AND  NEWSPAPERS, WHETHER
   53  LOCATED IN THE STATES OF NEW YORK OR NEW JERSEY OR ANY OTHER STATE.
   54    [c.] E. "Public business"  mean  matters  which  relate  in  any  way,
   55  directly  or indirectly, to the performance of the functions of the port
   56  authority of New York and New Jersey or the conduct of its business.
       A. 812                             18
    1    S 3.  A. NOTWITHSTANDING THE PROVISION OF ANY OTHER LAW TO THE CONTRA-
    2  RY, ALL MEETINGS OF THE BOARD ARE DECLARED TO  BE  PUBLIC  MEETINGS  AND
    3  SHALL  BE OPEN TO THE PUBLIC AND MEMBERS OF THE NEWS MEDIA, INDIVIDUALLY
    4  AND COLLECTIVELY, FOR THE PURPOSE OF OBSERVING THE FULL DETAILS  OF  ALL
    5  PHASES  OF  THE  DELIBERATION, POLICY-MAKING, AND DECISION-MAKING OF THE
    6  BOARD.
    7   B. The board shall adopt [and promulgate], WITHIN  SIX  MONTHS  OF  THE
    8  EFFECTIVE DATE OF THIS ACT, appropriate rules and regulations concerning
    9  PROPER  NOTICE  TO THE PUBLIC AND THE NEWS MEDIA OF ITS MEETINGS AND the
   10  right of the public AND THE NEWS MEDIA to be present at meetings of  the
   11  authority.  THE  RULES  AND REGULATIONS ADOPTED PURSUANT TO THIS SECTION
   12  SHALL PROVIDE FOR THE SAME NOTICE AND RIGHT OF THE PUBLIC AND NEWS MEDIA
   13  TO BE PRESENT, AS WELL AS ANY OTHER RIGHTS AND DUTIES AS ARE PROVIDED IN
   14  SECTIONS 3 AND 4 OF ARTICLE VII-C OF THIS ACT, AND  SECTION  4  OF  THIS
   15  ARTICLE.  The  board may incorporate in its rules and regulations condi-
   16  tions under which it may exclude the public from a meeting or a  portion
   17  thereof.
   18    C.  Any  rules or regulations adopted hereunder shall become a part of
   19  the minutes of the port authority of New York and New Jersey  and  shall
   20  be  subject to the approval of the governor of New Jersey and the gover-
   21  nor of New York.
   22    S 4. A. ALL MEETINGS OF THE PORT AUTHORITY SHALL BE OPEN TO THE PUBLIC
   23  AT ALL TIMES. UPON A MAJORITY VOTE OF ITS TOTAL MEMBERSHIP, TAKEN IN  AN
   24  OPEN  MEETING PURSUANT TO A MOTION IDENTIFYING THE GENERAL AREA OR AREAS
   25  OF THE SUBJECT OR SUBJECTS TO BE CONSIDERED, THE BOARD OF  COMMISSIONERS
   26  MAY  EXCLUDE THE PUBLIC ONLY FROM THAT PORTION OF A MEETING AT WHICH THE
   27  BOARD OF COMMISSIONERS DISCUSSES:
   28    (1) ANY MATTER FOR WHICH THE RELEASE OF  INFORMATION  WOULD  IMPAIR  A
   29  RIGHT TO RECEIVE FUNDS FROM THE GOVERNMENT OF THE UNITED STATES;
   30    (2)  ANY  MATERIAL  THE  DISCLOSURE OF WHICH CONSTITUTE AN UNWARRANTED
   31  INVASION OF INDIVIDUAL OR PERSONAL PRIVACY;
   32    (3) ANY COLLECTIVE BARGAINING AGREEMENT, OR THE TERMS  AND  CONDITIONS
   33  WHICH ARE PROPOSED FOR INCLUSION IN ANY COLLECTIVE BARGAINING AGREEMENT,
   34  INCLUDING  THE  NEGOTIATION  OF  THE  TERMS  AND CONDITIONS THEREOF WITH
   35  EMPLOYEES OR REPRESENTATIVES OF EMPLOYEES OF THE PORT AUTHORITY;
   36    (4) ANY MATTER INVOLVING THE PURCHASE, LEASE, OR ACQUISITION  OF  REAL
   37  PROPERTY  WITH PORT AUTHORITY FUNDS, THE PROPOSED ACQUISITION OF SECURI-
   38  TIES, THE SALE OR EXCHANGE OF SECURITIES HELD BY THE PORT  AUTHORITY  OR
   39  INVESTMENT  OF  PORT  AUTHORITY  FUNDS, IF IT COULD ADVERSELY AFFECT THE
   40  PUBLIC INTEREST IF DISCUSSION OF THE MATTER WAS DISCLOSED;
   41    (5) ANY MATTER WHICH WOULD IMPERIL THE PUBLIC SAFETY IF DISCLOSED;
   42    (6) ANY PENDING OR ANTICIPATED LITIGATION OR CONTRACT  NEGOTIATION  IN
   43  WHICH  THE PORT AUTHORITY IS, OR MAY BECOME, A PARTY, OR MATTERS FALLING
   44  WITHIN THE ATTORNEY-CLIENT PRIVILEGE, TO THE EXTENT THAT CONFIDENTIALITY
   45  IS REQUIRED IN ORDER FOR THE ATTORNEY TO EXERCISE THE ATTORNEY'S ETHICAL
   46  DUTIES AS A LAWYER;
   47    (7) ANY MATTER INVOLVING THE EMPLOYMENT, APPOINTMENT,  TERMINATION  OF
   48  EMPLOYMENT,  TERMS  AND  CONDITIONS  OF  EMPLOYMENT,  EVALUATION  OF THE
   49  PERFORMANCE OF, PROMOTION, OR DISCIPLINING OF ANY  SPECIFIC  PROSPECTIVE
   50  OFFICER OR EMPLOYEE OR CURRENT OFFICER OR EMPLOYEE EMPLOYED OR APPOINTED
   51  BY THE PORT AUTHORITY, UNLESS ALL THE INDIVIDUAL EMPLOYEES OR APPOINTEES
   52  WHOSE  RIGHTS  COULD  BE  ADVERSELY AFFECTED REQUEST IN WRITING THAT THE
   53  MATTER OR MATTERS BE DISCUSSED AT A PUBLIC MEETING; OR
   54    (8) ANY DELIBERATION OF THE PORT AUTHORITY OCCURRING  AFTER  A  PUBLIC
   55  HEARING  THAT  MAY  RESULT IN THE IMPOSITION OF A SPECIFIC CIVIL PENALTY
   56  UPON THE RESPONDING PARTY OR THE SUSPENSION OR  LOSS  OF  A  LICENSE  OR
       A. 812                             19
    1  PERMIT  BELONGING TO THE RESPONDING PARTY AS A RESULT OF AN ACT OR OMIS-
    2  SION FOR WHICH THE RESPONDING PARTY BEARS RESPONSIBILITY.
    3    B.  THE PORT AUTHORITY SHALL KEEP REASONABLY COMPREHENSIBLE MINUTES OF
    4  ALL ITS MEETINGS SHOWING THE TIME AND PLACE, THE  MEMBERS  PRESENT,  THE
    5  SUBJECTS  CONSIDERED,  THE  ACTIONS TAKEN, THE VOTE OF EACH MEMBER WHICH
    6  SHALL BE PROMPTLY AVAILABLE TO THE PUBLIC PURSUANT TO SUBDIVISION  C  OF
    7  THIS SECTION TO THE EXTENT THAT MAKING THESE MATTERS PUBLIC SHALL NOT BE
    8  INCONSISTENT WITH SUBDIVISION A OF THIS SECTION.
    9    C. MINUTES OF EACH MEETING SHALL BE AVAILABLE TO THE PUBLIC WITHIN TWO
   10  WEEKS FROM THE DATE OF SUCH MEETING.
   11    D. THE MINUTES SHALL INDICATE FOR EACH ITEM ON THE AGENDA, THE VOTE OR
   12  EACH  BOARD  MEMBER  IN  ATTENDANCE  AT  AN OPEN MEETING OR AN EXECUTIVE
   13  SESSION OF THE BOARD OR A COMMITTEE OF THE BOARD. EACH ITEM ON THE AGEN-
   14  DA SHALL BE VOTED ON SEPARATELY.
   15    S 6. Paragraph (c) of subdivision 1 of  section  73-a  of  the  public
   16  officers  law  is  amended  by adding a new subparagraph (iv) to read as
   17  follows:
   18    (IV) NOTWITHSTANDING THE PROVISIONS  OF  SUBPARAGRAPH  (III)  OF  THIS
   19  PARAGRAPH  TO  THE  CONTRARY, THE COMMISSIONERS OF THE PORT AUTHORITY OF
   20  NEW YORK AND NEW JERSEY APPOINTED BY THE GOVERNOR OF THE  STATE  OF  NEW
   21  YORK; ALL OFFICERS OF SUCH PORT AUTHORITY; AND ANY EMPLOYEE OF SUCH PORT
   22  AUTHORITY WHO HOLDS A POLICY-MAKING POSITION, AS DETERMINED BY SUCH PORT
   23  AUTHORITY,  OR  WHOSE ANNUAL SALARY EQUALS OR EXCEEDS THE SALARY RATE OF
   24  SG-24 AS SET FORTH IN PARAGRAPH A OF  SUBDIVISION  ONE  OF  SECTION  ONE
   25  HUNDRED THIRTY OF THE CIVIL SERVICE LAW AS OF APRIL FIRST OF THE YEAR IN
   26  WHICH AN ANNUAL FINANCIAL DISCLOSURE STATEMENT SHALL BE FILED.
   27    S 7. Severability clause. If any clause, sentence, paragraph, subdivi-
   28  sion,  section  or  part  of  this act shall be adjudged by any court of
   29  competent jurisdiction to be invalid, such judgment  shall  not  affect,
   30  impair,  or  invalidate  the remainder thereof, but shall be confined in
   31  its operation to the clause, sentence, paragraph,  subdivision,  section
   32  or part thereof directly involved in the controversy in which such judg-
   33  ment shall have been rendered. It is hereby declared to be the intent of
   34  the  legislature  that  this  act  would  have been enacted even if such
   35  invalid provisions had not been included herein.
   36    S 8. This act shall take effect upon the enactment  into  law  by  the
   37  state  of New Jersey of legislation having an identical effect with this
   38  act, but if the state of New Jersey  shall  have  already  enacted  such
   39  legislation  this act shall take effect immediately. The chairman of the
   40  port authority shall notify the  legislative  bill  drafting  commission
   41  upon  the  enactment into law of such legislation by both such states in
   42  order that the commission may maintain an accurate and timely  effective
   43  data  base  of the official text of the laws of the state of New York in
   44  furtherance of effecting the provision of section 44 of the  legislative
   45  law and section 70-b of the public officers law.