S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________
                                         5998
                              2015-2016 Regular Sessions
                                   I N  S E N A T E
                                     June 18, 2015
                                      ___________
       Introduced  by  Sen. LANZA -- (at request of the Governor) -- read twice
         and ordered printed, and when printed to be committed to the Committee
         on Rules
       AN ACT to amend chapter 154 of the laws of 1921  relating  to  the  port
         authority  of  New  York and New Jersey, in relation to port authority
         organization, open meetings, public hearings, financial reporting  and
         handling of property
         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 4 of section 1 of chapter 154 of the laws of 1921 relat-
    5  ing 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    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
   15  and determined from time to  time  by  the  legislature  of  each  state
   16  respectively,  except  as  herein  provided.  Each  commissioner  may be
   17  removed or suspended from office as provided by the  law  of  the  state
   18  from which he shall be appointed.
   19    2.  OFFICERS.  A. THE OFFICERS OF THE PORT AUTHORITY SHALL BE A CHAIR-
   20  PERSON, A VICE CHAIRPERSON, A CHIEF EXECUTIVE OFFICER, A  GENERAL  COUN-
   21  SEL,  A  CHIEF FINANCIAL OFFICER, A CHIEF ETHICS AND COMPLIANCE OFFICER,
   22  AN INSPECTOR GENERAL, A  TREASURER,  A  COMPTROLLER,  AND  A  SECRETARY.
        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD12032-04-5
       S. 5998                             2
    1  BEGINNING UPON THE NEXT HIRING OF A CHIEF EXECUTIVE OFFICER BUT NO LATER
    2  THAN  A  YEAR FROM THE EFFECTIVE DATE OF THE CHAPTER OF THE LAWS OF 2015
    3  THAT AMENDED THIS ARTICLE, THE POSITIONS OF CHAIRPERSON AND VICE  CHAIR-
    4  PERSON  SHALL  BE  ROTATED  FOR  A TERM OF TWO YEARS AMONG COMMISSIONERS
    5  APPOINTED BY NEW YORK AND NEW JERSEY, WITH A CHAIRPERSON  ELECTED  FIRST
    6  FROM AMONG THOSE COMMISSIONERS APPOINTED BY THE GOVERNOR OF NEW YORK AND
    7  A   VICE  CHAIRPERSON  ELECTED  FIRST  FROM  AMONG  THOSE  COMMISSIONERS
    8  APPOINTED BY THE GOVERNOR OF NEW JERSEY, AFTER  WHICH  THE  NEXT  CHAIR-
    9  PERSON  SHALL  BE  ELECTED FROM AMONG THOSE APPOINTED BY THE GOVERNOR OF
   10  NEW JERSEY AND THE NEXT VICE CHAIRPERSON SHALL  BE  ELECTED  FROM  AMONG
   11  THOSE APPOINTED BY THE GOVERNOR OF NEW YORK AND THEREAFTER THE POSITIONS
   12  OF  CHAIRPERSON AND VICE CHAIRPERSON SHALL ROTATE EVERY TWO YEARS IN THE
   13  SAME ORDER AS ESTABLISHED HEREIN PROVIDED THAT THE FAILURE OF THE  BOARD
   14  OF  COMMISSIONERS  TO ELECT A NEW CHAIRPERSON AND VICE CHAIRPERSON SHALL
   15  NOT PREVENT THE ROTATION OF THE POSITIONS OF CHAIRPERSON AND VICE CHAIR-
   16  PERSON TO THE NEXT SUCCEEDING STATE.
   17    B. NO COMMISSIONER, INCLUDING THE CHAIRPERSON, SHALL SERVE AS THE PORT
   18  AUTHORITY'S CHIEF EXECUTIVE OFFICER, GENERAL  COUNSEL,  CHIEF  FINANCIAL
   19  OFFICER,  CHIEF  ETHICS  AND  COMPLIANCE  OFFICER, INSPECTOR GENERAL, OR
   20  COMPTROLLER, OR HOLD ANY OTHER EQUIVALENT POSITION WHILE  SERVING  AS  A
   21  COMMISSIONER.
   22    3.  ROLE  AND  RESPONSIBILITIES OF COMMISSIONERS. A. THE COMMISSIONERS
   23  SHALL PROMULGATE A COMMISSIONER'S OATH OF OFFICE  IN  CONSULTATION  WITH
   24  THE CHIEF ETHICS AND COMPLIANCE OFFICER.
   25    B.  AT  THE  TIME  THAT A COMMISSIONER OF THE PORT AUTHORITY TAKES AND
   26  SUBSCRIBES THE COMMISSIONER'S OATH OF OFFICE, OR WITHIN SIXTY DAYS AFTER
   27  THE EFFECTIVE DATE OF THIS SUBDIVISION IF THE COMMISSIONER  HAS  ALREADY
   28  TAKEN AND SUBSCRIBED THE COMMISSIONER'S OATH OF OFFICE, THE COMMISSIONER
   29  SHALL  EXECUTE  A  STATEMENT DECLARING THAT THE COMMISSIONER UNDERSTANDS
   30  THE COMMISSIONER'S INDEPENDENCE  AND  FIDUCIARY  OBLIGATION  TO  PERFORM
   31  DUTIES AND RESPONSIBILITIES TO THE BEST OF THE COMMISSIONER'S ABILITIES,
   32  IN  GOOD  FAITH  AND  WITH PROPER DILIGENCE AND CARE WHICH AN ORDINARILY
   33  PRUDENT PERSON IN LIKE POSITION WOULD USE  UNDER  SIMILAR  CIRCUMSTANCES
   34  AND  MAY  TAKE  INTO CONSIDERATION THE VIEWS AND POLICIES OF ANY ELECTED
   35  OFFICIALS OR BODIES AND ULTIMATELY APPLY  INDEPENDENT  JUDGMENT  IN  THE
   36  BEST  INTEREST  OF  THE  PORT  AUTHORITY,  ITS  MISSION, AND THE PUBLIC,
   37  CONSISTENT WITH THE ENABLING COMPACT, MISSION, AND BY-LAWS OF  THE  PORT
   38  AUTHORITY AND THE APPLICABLE LAWS OF BOTH STATES; AND THAT THE FIDUCIARY
   39  DUTY TO THE PORT AUTHORITY IS DERIVED FROM AND GOVERNED BY ITS MISSION.
   40    C.  INDIVIDUALS  APPOINTED TO THE BOARD OF COMMISSIONERS SHALL PARTIC-
   41  IPATE IN TRAINING APPROVED BY THE CHIEF ETHICS AND COMPLIANCE OFFICER IN
   42  CONSULTATION WITH THE INSPECTOR GENERAL OF THE PORT AUTHORITY  REGARDING
   43  THEIR LEGAL, FIDUCIARY, FINANCIAL AND ETHICAL RESPONSIBILITIES AS DIREC-
   44  TORS  OF AN AUTHORITY WITHIN SIX MONTHS OF APPOINTMENT TO THE AUTHORITY.
   45  THE COMMISSIONERS SHALL PARTICIPATE IN CONTINUING  TRAINING  AS  MAY  BE
   46  REQUIRED  TO REMAIN INFORMED OF BEST PRACTICES, REGULATORY AND STATUTORY
   47  CHANGES RELATING TO THE EFFECTIVE OVERSIGHT OF THE MANAGEMENT AND FINAN-
   48  CIAL ACTIVITIES OF PUBLIC AUTHORITIES AND TO ADHERE TO THE HIGHEST STAN-
   49  DARDS OF RESPONSIBLE GOVERNANCE.
   50    D. (1) A COMMISSIONER SHALL NOT VOTE ON OR PARTICIPATE IN ANY BOARD OR
   51  COMMITTEE DISCUSSIONS OR DECISIONS  WITH  RESPECT  TO  AN  ITEM  IF  THE
   52  COMMISSIONER,  A  MEMBER  OF  THE  COMMISSIONER'S IMMEDIATE FAMILY, OR A
   53  BUSINESS IN WHICH THE COMMISSIONER HAS AN INTEREST HAS A DIRECT OR INDI-
   54  RECT FINANCIAL INVOLVEMENT THAT MAY REASONABLY BE EXPECTED TO IMPAIR THE
   55  COMMISSIONER'S OBJECTIVITY OR INDEPENDENT JUDGMENT OR THAT  MAY  REASON-
   56  ABLY  CREATE THE APPEARANCE OF IMPROPRIETY.  A COMMISSIONER SHALL REPORT
       S. 5998                             3
    1  SUCH A NEED FOR RECUSAL TO THE GENERAL COUNSEL  WHEN  IT  ARISES.    THE
    2  PUBLIC  SHALL  BE INFORMED OF ANY RECUSALS PRIOR TO ANY BOARD ACTION AND
    3  THE MINUTES SHALL CLEARLY REFLECT THAT RECUSAL.
    4    (2) FOR THE PURPOSES OF THIS SUBDIVISION, THE TERMS:
    5    (I)  "IMMEDIATE  FAMILY"  SHALL  MEAN:  A  SPOUSE,  PARENT,  CHILD, OR
    6  SIBLING; AND
    7    (II) "INTEREST" SHALL MEAN: (A) IF  THE  BUSINESS  ORGANIZATION  IS  A
    8  PARTNERSHIP,  THE BOARD MEMBER OR THE BOARD MEMBER'S IMMEDIATE FAMILY IS
    9  A PARTNER OR OWNER OF TEN PERCENT OR MORE OF THE ASSETS OF THE  PARTNER-
   10  SHIP,  OR  (B)  IF THE BUSINESS ORGANIZATION IS A CORPORATION, THE BOARD
   11  MEMBER OR THE BOARD MEMBER'S  IMMEDIATE  FAMILY  OWNS  OR  CONTROLS  TEN
   12  PERCENT OR MORE OF THE STOCK OF THE CORPORATION, OR SERVES AS A DIRECTOR
   13  OR OFFICER OF THE CORPORATION.
   14    E. (1) NOTWITHSTANDING ANY OTHER PROVISION OF LAW TO THE CONTRARY, THE
   15  COMMISSIONERS,  OFFICERS, AND EMPLOYEES OF THE PORT AUTHORITY SHALL FILE
   16  ANNUAL FINANCIAL DISCLOSURE STATEMENTS AS PROVIDED IN THIS SECTION.
   17    (2)(I) THE COMMISSIONERS APPOINTED BY THE GOVERNOR OF THE STATE OF NEW
   18  YORK SHALL FILE  ANNUAL  FINANCIAL  DISCLOSURE  STATEMENTS  PURSUANT  TO
   19  SECTION 73-A OF THE PUBLIC OFFICERS LAW.
   20    (II)  THE  COMMISSIONERS APPOINTED BY THE GOVERNOR OF THE STATE OF NEW
   21  JERSEY SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS AS REQUIRED  BY
   22  NEW JERSEY STATE LAW OR EXECUTIVE ORDER.
   23    (III) IN ADDITION TO THE FINANCIAL DISCLOSURES REQUIRED OF THE COMMIS-
   24  SIONERS,  FINANCIAL  DISCLOSURES  OF  EMPLOYEES  SHALL, AT A MINIMUM, BE
   25  REQUIRED OF THE CHIEF EXECUTIVE OFFICER, THE CHIEF ETHICS AND COMPLIANCE
   26  OFFICER, THE CHIEF FINANCIAL OFFICER, THE  GENERAL  COUNSEL,  THE  COMP-
   27  TROLLER,  TREASURER, AND THE INSPECTOR GENERAL, EMPLOYEES WHO HOLD POLI-
   28  CY-MAKING POSITIONS AS DETERMINED BY THE GENERAL  COUNSEL  OF  THE  PORT
   29  AUTHORITY,  AND  EMPLOYEES  WHOSE  BASE SALARY, EITHER IN THE CURRENT OR
   30  PREVIOUS YEAR, EXCEEDS $150,000, WHICH  AMOUNT  SHALL  BE  ADJUSTED  FOR
   31  INFLATION  ANNUALLY  IN ACCORDANCE WITH THE CONSUMER PRICE INDEX FOR ALL
   32  URBAN WAGE EARNERS AND CLERICAL WORKERS (CPI-W)  AS  CALCULATED  BY  THE
   33  FEDERAL  GOVERNMENT.  THESE  FINANCIAL  DISCLOSURES SHALL BE UPDATED NOT
   34  LESS THAN ANNUALLY AND SHALL BE MADE AVAILABLE ON THE  PORT  AUTHORITY'S
   35  WEBSITE.
   36    F. THE BOARD OF COMMISSIONERS SHALL:
   37    (1)  ADOPT A MISSION STATEMENT THAT THE PORT AUTHORITY'S MISSION IS TO
   38  MEET THE CRITICAL TRANSPORTATION INFRASTRUCTURE NEEDS  OF  THE  BI-STATE
   39  REGION'S PEOPLE, BUSINESSES, AND VISITORS BY PROVIDING THE HIGHEST QUAL-
   40  ITY  AND  MOST EFFICIENT TRANSPORTATION AND PORT COMMERCE FACILITIES AND
   41  SERVICES TO MOVE PEOPLE AND GOODS WITHIN THE REGION, PROVIDE  ACCESS  TO
   42  THE NATION AND THE WORLD, AND PROMOTE THE REGION'S ECONOMIC DEVELOPMENT;
   43    (2)  ADOPT  A  CODE OF CONDUCT APPLICABLE TO COMMISSIONERS, EMPLOYEES,
   44  AND VENDORS AND OTHER CONTRACTORS WITH THE PORT AUTHORITY BASED UPON THE
   45  RECOMMENDATIONS OF THE CHIEF ETHICS AND COMPLIANCE OFFICER  THAT  SHALL,
   46  AT  MINIMUM, INCLUDE THE APPLICABLE STANDARDS ESTABLISHED BY LAW IN EACH
   47  STATE;
   48    (3) ESTABLISH A WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM PROTECTING
   49  EMPLOYEES FROM RETALIATION FOR DISCLOSING INFORMATION CONCERNING ACTS OF
   50  WRONGDOING, MISCONDUCT,  MALFEASANCE,  OR  OTHER  INAPPROPRIATE  CONDUCT
   51  BASED  UPON THE RECOMMENDATIONS OF THE CHIEF ETHICS AND COMPLIANCE OFFI-
   52  CER;
   53    (4) ESTABLISH A POLICY  REQUIRING  ALL  COMMISSIONERS,  OFFICERS,  AND
   54  EMPLOYEES  WITH  DECISION-MAKING AUTHORITY TO MAINTAIN RECORDS REGARDING
   55  CONTACT WITH LOBBYISTS. AS USED IN THIS SUBSECTION: (I) "CONTACT"  MEANS
   56  ANY  CONVERSATION, IN PERSON OR BY TELEPHONIC OR OTHER ELECTRONIC MEANS,
       S. 5998                             4
    1  OR CORRESPONDENCE BETWEEN ANY LOBBYIST ENGAGED IN THE  ACT  OF  LOBBYING
    2  AND  ANY  PERSON  WITHIN  THE PORT AUTHORITY WHO CAN MAKE OR INFLUENCE A
    3  DECISION ON THE SUBJECT OF THE  LOBBYING  ON  THE  BEHALF  OF  THE  PORT
    4  AUTHORITY,  AND SHALL INCLUDE, AT A MINIMUM, ALL MEMBERS OF THE BOARD OF
    5  COMMISSIONERS AND ALL OFFICERS OF THE PORT  AUTHORITY,  (II)  "LOBBYIST"
    6  SHALL  HAVE  THE  SAME MEANING AS DEFINED IN THE LAWS OR, RULES OR REGU-
    7  LATIONS OF EITHER STATE, AND (III) "LOBBYING" SHALL MEAN AND INCLUDE ANY
    8  ATTEMPT TO INFLUENCE: (A) THE ADOPTION OR REJECTION OF ANY RULE OR REGU-
    9  LATION HAVING THE FORCE AND EFFECT OF LAW BY THE PORT AUTHORITY, (B) THE
   10  OUTCOME OF ANY PROCEEDING BY THE PORT AUTHORITY TO  ESTABLISH,  LEVY  OR
   11  COLLECT  FEES,  TOLLS,  CHARGES  OR  FARES,  AND  (C) THE AUTHORIZATION,
   12  APPROVAL OR AWARD OF  ANY  AGREEMENTS,  CONTRACTS  OR  PURCHASE  ORDERS,
   13  INCLUDING  ANY  SETTLEMENT  OF  PORT AUTHORITY CLAIMS, OR ANY EXTENSION,
   14  AMENDMENT OR MODIFICATION OF ANY EXISTING AGREEMENT, CONTRACT OR  ORDER;
   15  AND
   16    (5)  HAVE AN EFFICIENCY STUDY OF THE PORT AUTHORITY AND ITS OPERATIONS
   17  CONDUCTED BY AN INDEPENDENT ENTITY WITHIN THREE YEARS OF  THE  EFFECTIVE
   18  DATE OF THIS SECTION AND THEREAFTER UPON THE REQUEST OF THE GOVERNORS OF
   19  NEW  YORK AND NEW JERSEY, AND IF NO REQUEST IS MADE, NO LATER THAN THREE
   20  YEARS AFTER THE MOST RECENT EFFICIENCY STUDY WAS CONDUCTED.
   21    4. COMMITTEE. A. THE BOARD OF COMMISSIONERS SHALL ESTABLISH A  COMMIT-
   22  TEE  STRUCTURE  THAT  SHALL  INCLUDE,  BUT  NEED  NOT BE LIMITED TO, THE
   23  FOLLOWING RESPONSIBILITIES:
   24    (1)  A  GOVERNANCE  RESPONSIBILITY  TO  BE  ASSIGNED  TO  A  COMMITTEE
   25  COMPRISED  OF NOT FEWER THAN THREE COMMISSIONERS, WHO SHALL CONSTITUTE A
   26  MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS TO
   27  UNDERTAKE THE GOVERNANCE DUTIES AND FUNCTIONS. IT SHALL BE THE RESPONSI-
   28  BILITY OF THE MEMBERS OF THIS COMMITTEE TO: KEEP THE BOARD  INFORMED  OF
   29  CURRENT  BEST  GOVERNANCE PRACTICES; REVIEW CORPORATE GOVERNANCE TRENDS;
   30  UPDATE THE PORT AUTHORITY'S  CORPORATE  GOVERNANCE  PRINCIPLES;  EXAMINE
   31  ETHICAL AND CONFLICT OF INTEREST ISSUES; PERFORM BOARD SELF-EVALUATIONS;
   32  INVESTIGATE  TERM  LIMITS,  REAPPOINTMENTS,  AND BOARD RESPONSIBILITIES;
   33  DEVELOP BY-LAWS WHICH INCLUDE RULES AND PROCEDURES FOR  THE  CONDUCT  OF
   34  BOARD  BUSINESS; AND ADVISE THE PORT AUTHORITY ON THE SKILLS AND EXPERI-
   35  ENCES REQUIRED OF POTENTIAL COMMISSIONERS;
   36    (2) AN AUDIT RESPONSIBILITY TO BE ASSIGNED TO A COMMITTEE COMPRISED OF
   37  NOT FEWER THAN THREE COMMISSIONERS, WHO SHALL CONSTITUTE A  MAJORITY  ON
   38  THE  COMMITTEE,  AND WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDERTAKE
   39  THE AUDIT DUTIES AND FUNCTIONS. IT SHALL BE THE  RESPONSIBILITY  OF  THE
   40  MEMBERS  OF  THIS  COMMITTEE TO: RECOMMEND TO THE BOARD THE HIRING OF AN
   41  INDEPENDENT FIRM OF CERTIFIED PUBLIC ACCOUNTANTS TO AUDIT THE  FINANCIAL
   42  STATEMENTS  OF THE PORT AUTHORITY; ESTABLISH THE COMPENSATION TO BE PAID
   43  TO THE ACCOUNTING FIRM; AND PROVIDE DIRECT OVERSIGHT OF THE ANNUAL INDE-
   44  PENDENT FINANCIAL AUDIT PERFORMED  BY  THE  ACCOUNTING  FIRM  HIRED  FOR
   45  AUDITING  PURPOSES.  MEMBERS  OF  THIS  COMMITTEE SHALL BE FAMILIAR WITH
   46  CORPORATE FINANCIAL AND ACCOUNTING PRACTICES AND  SHALL  BE  FINANCIALLY
   47  LITERATE ABOUT APPLICABLE FINANCIAL LAWS, RULES, REGULATIONS, AND STAND-
   48  ARD INDUSTRY PRACTICES; AND
   49    (3)  A  FINANCE RESPONSIBILITY TO BE ASSIGNED TO A COMMITTEE COMPRISED
   50  OF NOT FEWER THAN THREE COMMISSIONERS, WHO SHALL CONSTITUTE  A  MAJORITY
   51  ON  THE  COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS TO UNDER-
   52  TAKE THE FINANCE DUTIES AND FUNCTIONS. IT SHALL BE THE RESPONSIBILITY OF
   53  THE MEMBERS OF THIS COMMITTEE TO OVERSEE AND  APPROVE  THE  ISSUANCE  OF
   54  DEBT THAT THE PORT AUTHORITY OR ITS SUBSIDIARIES ISSUE.
   55    B.  EVERY  COMMITTEE  ESTABLISHED  BY THE BOARD OF COMMISSIONERS SHALL
   56  PROMULGATE A WRITTEN CHARTER TO BE APPROVED BY THE BOARD.  EACH  CHARTER
       S. 5998                             5
    1  PROMULGATED  IN ACCORDANCE WITH THIS SUBDIVISION SHALL BE MADE AVAILABLE
    2  TO THE PUBLIC AND POSTED ON THE PORT AUTHORITY'S WEBSITE.
    3    5.  WHISTLEBLOWER  ACCESS  AND ASSISTANCE PROGRAM. A. THE CHIEF ETHICS
    4  AND COMPLIANCE OFFICER SHALL RECOMMEND TO THE BOARD OF  COMMISSIONERS  A
    5  WHISTLEBLOWER  ACCESS  AND  ASSISTANCE PROGRAM TO BE ADMINISTERED BY THE
    6  INSPECTOR GENERAL WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO:
    7    (1) ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE  TO
    8  EMPLOYEES;
    9    (2)  OFFERING  ADVICE REGARDING EMPLOYEE RIGHTS UNDER APPLICABLE STATE
   10  AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL PERSONS; AND
   11    (3) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
   12  ING ANY ISSUE AT  THE  PORT  AUTHORITY.  ANY  COMMUNICATION  BETWEEN  AN
   13  EMPLOYEE  AND  THE  INSPECTOR  GENERAL PURSUANT TO THIS SECTION SHALL BE
   14  HELD STRICTLY CONFIDENTIAL BY THE INSPECTOR GENERAL, UNLESS THE EMPLOYEE
   15  SPECIFICALLY WAIVES IN WRITING THE RIGHT TO CONFIDENTIALITY, EXCEPT THAT
   16  SUCH  CONFIDENTIALITY  SHALL  NOT  EXEMPT  THE  INSPECTOR  GENERAL  FROM
   17  DISCLOSING  SUCH INFORMATION, WHERE APPROPRIATE, TO THE BOARD OF COMMIS-
   18  SIONERS AND/OR ANY LAW ENFORCEMENT AUTHORITY.
   19    B. THE PORT AUTHORITY SHALL  NOT  FIRE,  DISCHARGE,  DEMOTE,  SUSPEND,
   20  THREATEN,  HARASS,  OR  DISCRIMINATE  AGAINST AN EMPLOYEE BECAUSE OF THE
   21  EMPLOYEE'S ROLE AS A WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY  THE
   22  EMPLOYEE ARE LEGAL.
   23    C. AS USED IN THIS SUBDIVISION:
   24    (1)  "EMPLOYEES"  MEANS  THOSE PERSONS EMPLOYED AT THE PORT AUTHORITY,
   25  INCLUDING BUT NOT LIMITED TO: FULL-TIME AND PART-TIME  EMPLOYEES,  THOSE
   26  EMPLOYEES ON PROBATION, AND TEMPORARY EMPLOYEES.
   27    (2)  "WHISTLEBLOWER"  MEANS  ANY  EMPLOYEE  OF  THE PORT AUTHORITY WHO
   28  DISCLOSES INFORMATION CONCERNING ACTS OF WRONGDOING, MISCONDUCT, MALFEA-
   29  SANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY AN EMPLOYEE OR BOARD MEMBER OF
   30  THE PORT AUTHORITY, CONCERNING THE PORT AUTHORITY'S INVESTMENTS, TRAVEL,
   31  ACQUISITION OF REAL OR PERSONAL PROPERTY, THE  DISPOSITION  OF  REAL  OR
   32  PERSONAL PROPERTY, OR THE PROCUREMENT OF GOODS AND SERVICES.
   33    6.  INSPECTOR  GENERAL.  A. THE INSPECTOR GENERAL SHALL BE RESPONSIBLE
   34  FOR RECEIVING  AND  INVESTIGATING,  WHERE  APPROPRIATE,  ALL  COMPLAINTS
   35  REGARDING  FRAUD,  WASTE,  AND  ABUSE  BY  COMMISSIONERS,  OFFICERS, AND
   36  EMPLOYEES OF THE PORT AUTHORITY OR THIRD-PARTIES DOING BUSINESS WITH THE
   37  PORT AUTHORITY.  THE INSPECTOR GENERAL SHALL  ALSO  BE  RESPONSIBLE  FOR
   38  CONDUCTING  INVESTIGATIONS  UPON THE INSPECTOR GENERAL'S OWN INITIATIVE,
   39  AS THE INSPECTOR GENERAL SHALL DEEM APPROPRIATE.
   40    B. THE INSPECTOR GENERAL SHALL INFORM THE BOARD OF  COMMISSIONERS  AND
   41  THE  CHIEF  EXECUTIVE  OFFICER  OF ALLEGATIONS RECEIVED BY THE INSPECTOR
   42  GENERAL AND THE  PROGRESS  OF  INVESTIGATIONS  RELATED  THERETO,  UNLESS
   43  SPECIAL CIRCUMSTANCES REQUIRE CONFIDENTIALITY;
   44    C.  THE  INSPECTOR GENERAL SHALL DETERMINE WITH RESPECT TO ALLEGATIONS
   45  RECEIVED BY THE INSPECTOR GENERAL WHETHER DISCIPLINARY ACTION  OR  CIVIL
   46  PROSECUTION BY THE PORT AUTHORITY IS APPROPRIATE, AND WHETHER THE MATTER
   47  SHOULD  BE  REFERRED  TO  AN APPROPRIATE GOVERNMENTAL AGENCY FOR FURTHER
   48  ACTION;
   49    D. THE INSPECTOR GENERAL SHALL  PREPARE  AND  MAKE  AVAILABLE  TO  THE
   50  PUBLIC  WRITTEN  REPORTS OF COMPLETED INVESTIGATIONS, AS APPROPRIATE AND
   51  TO THE EXTENT PERMITTED BY LAW, SUBJECT TO REDACTIONS TO PROTECT A  NEED
   52  FOR  CONFIDENTIALITY.  THE  RELEASE OF ALL OR PORTIONS OF REPORTS MAY BE
   53  DEFERRED TO PROTECT THE CONFIDENTIALITY OF ONGOING INVESTIGATIONS.
   54    E. THE INSPECTOR GENERAL SHALL HAVE THE POWER TO:
   55    (1) ADMINISTER OATHS OR AFFIRMATIONS AND EXAMINE WITNESSES UNDER OATH;
       S. 5998                             6
    1    (2) REQUIRE THE PRODUCTION OF ANY BOOKS AND PAPERS DEEMED RELEVANT  OR
    2  MATERIAL TO ANY INVESTIGATION, EXAMINATION OR REVIEW;
    3    (3)  NOTWITHSTANDING  ANY  LAW  TO  THE  CONTRARY, EXAMINE AND COPY OR
    4  REMOVE DOCUMENTS OR RECORDS OF ANY KIND PREPARED, MAINTAINED OR HELD  BY
    5  THE PORT AUTHORITY AND ITS SUBSIDIARIES;
    6    (4)  INTERVIEW  ANY  OFFICER  OR EMPLOYEE OF THE PORT AUTHORITY OR ITS
    7  SUBSIDIARIES ON ANY MATTER RELATED TO THE PERFORMANCE OF SUCH OFFICER OR
    8  EMPLOYEE'S OFFICIAL DUTIES. TO THE EXTENT THAT ANY PORTION OF THIS PARA-
    9  GRAPH IS INCONSISTENT WITH ANY CURRENT CONTRACTUAL  OBLIGATIONS  OF  THE
   10  PORT  AUTHORITY,  THIS  PARAGRAPH SHALL NOT BE APPLICABLE TO THOSE OBLI-
   11  GATIONS UNTIL THE EARLIEST EXPIRATION OF THOSE TERMS UNDER THE CONTRACT;
   12    (5) MONITOR THE IMPLEMENTATION BY THE PORT AUTHORITY OF ANY  RECOMMEN-
   13  DATIONS MADE BY THE INSPECTOR GENERAL; AND
   14    (6)  PERFORM  ANY OTHER FUNCTIONS THAT ARE NECESSARY OR APPROPRIATE TO
   15  FULFILL THE DUTIES AND RESPONSIBILITIES OF OFFICE.
   16    7. OPEN MEETINGS. A. ALL MEETINGS OF THE PORT AUTHORITY SHALL BE  OPEN
   17  TO  THE  PUBLIC  AND MEMBERS OF THE NEWS MEDIA, INDIVIDUALLY AND COLLEC-
   18  TIVELY, FOR THE PURPOSE OF OBSERVING THE FULL DETAILS OF ALL  PHASES  OF
   19  THE  DELIBERATION,  POLICY-MAKING,  AND  DECISION-MAKING  OF  THE BOARD,
   20  EXCEPT FOR AN EXECUTIVE SESSION INITIATED UPON A MAJORITY VOTE TAKEN  IN
   21  AN  OPEN  MEETING  PURSUANT  TO A MOTION. THE BOARD OF COMMISSIONERS MAY
   22  EXCLUDE THE PUBLIC ONLY FROM THAT PORTION OF  A  MEETING  AT  WHICH  THE
   23  BOARD OF COMMISSIONERS DISCUSSES ANY:
   24    (1) MATTER IN WHICH THE RELEASE OF INFORMATION WOULD IMPAIR A RIGHT TO
   25  RECEIVE FUNDS FROM GOVERNMENT OF THE UNITED STATES;
   26    (2)  MATERIAL  THE DISCLOSURE OF WHICH WOULD CONSTITUTE AN UNWARRANTED
   27  INVASION OF INDIVIDUAL OR PERSONAL PRIVACY;
   28    (3) COLLECTIVE BARGAINING AGREEMENT, OR THE TERMS AND CONDITIONS WHICH
   29  ARE PROPOSED FOR  INCLUSION  IN  ANY  COLLECTIVE  BARGAINING  AGREEMENT,
   30  INCLUDING  THE  NEGOTIATION  OF  THE  TERMS  AND CONDITIONS THEREOF WITH
   31  EMPLOYEES OR REPRESENTATIVES OF EMPLOYEES OF THE PORT AUTHORITY;
   32    (4) MATTER INVOLVING THE PURCHASE, LEASE, OR ACQUISITION OF REAL PROP-
   33  ERTY WITH PORT AUTHORITY FUNDS, THE PROPOSED ACQUISITION OF  SECURITIES,
   34  THE  SALE  OR  EXCHANGE OF SECURITIES HELD BY THE PORT AUTHORITY, OR THE
   35  INVESTMENT OF PORT AUTHORITY FUNDS, IF PUBLIC DISCUSSION OF  THE  MATTER
   36  WOULD ADVERSELY AFFECT THE PUBLIC INTEREST;
   37    (5) MATTER WHICH WOULD IMPERIL THE PUBLIC SAFETY IF DISCLOSED;
   38    (6) PENDING OR ANTICIPATED LITIGATION OR CONTRACT NEGOTIATION IN WHICH
   39  THE PORT AUTHORITY IS, OR MAY BECOME, A PARTY, OR MATTERS FALLING WITHIN
   40  THE  ATTORNEY-CLIENT  PRIVILEGE,  TO  THE EXTENT THAT CONFIDENTIALITY IS
   41  REQUIRED FOR THE ATTORNEY TO EXERCISE THE ATTORNEY'S ETHICAL DUTIES AS A
   42  LAWYER;
   43    (7) CONTRACT NEGOTIATIONS DISCLOSURE OF WHICH WOULD IMPERIL  THE  PORT
   44  AUTHORITY'S  POSITION OR AN OUTCOME IN THE BEST INTEREST OF THE AUTHORI-
   45  TY, ITS MISSION, AND THE PUBLIC;
   46    (8) MATTER  INVOLVING  THE  EMPLOYMENT,  APPOINTMENT,  TERMINATION  OF
   47  EMPLOYMENT,  TERMS  AND  CONDITIONS  OF  EMPLOYMENT,  EVALUATION  OF THE
   48  PERFORMANCE OF, PROMOTION OR DISCIPLINING OF  ANY  SPECIFIC  PROSPECTIVE
   49  OFFICER OR EMPLOYEE OR CURRENT OFFICER OR EMPLOYEE EMPLOYED OR APPOINTED
   50  BY THE PORT AUTHORITY, UNLESS ALL THE INDIVIDUAL EMPLOYEES OR APPOINTEES
   51  WHOSE  RIGHTS  COULD  BE  ADVERSELY AFFECTED REQUEST IN WRITING THAT THE
   52  MATTER OR MATTERS BE DISCUSSED AT A PUBLIC MEETING; OR
   53    (9) DELIBERATION OF THE PORT AUTHORITY OCCURRING AFTER A PUBLIC  HEAR-
   54  ING  THAT  MAY RESULT IN THE IMPOSITION OF A SPECIFIC CIVIL PENALTY UPON
   55  THE RESPONDING PARTY OR THE SUSPENSION OR LOSS OF A  LICENSE  OR  PERMIT
       S. 5998                             7
    1  BELONGING  TO THE RESPONDING PARTY AS A RESULT OF AN ACT OF OMISSION FOR
    2  WHICH THE RESPONDING PARTY BEARS RESPONSIBILITY.
    3    B.  THE  PORT  AUTHORITY  SHALL  MAKE MEETING AGENDAS AVAILABLE TO THE
    4  PUBLIC AT LEAST 72 HOURS BEFORE EACH MEETING OF THE BOARD AND EACH MEET-
    5  ING OF EACH COMMITTEE. IN ADDITION, THE PORT AUTHORITY  SHALL  SEND  VIA
    6  ELECTRONIC MAIL THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO A BOARD OR
    7  COMMITTEE  MEETING  TO  THE  PUBLIC  INFORMATION  OFFICE OF EACH STATE'S
    8  LEGISLATURE AT LEAST 72 HOURS BEFORE THE MEETING. PUBLIC NOTICE  OF  THE
    9  TIME  AND  PLACE  OF  A  MEETING  SHALL BE PROVIDED TO APPROPRIATE MEDIA
   10  OUTLETS, SHALL BE CONSPICUOUSLY POSTED IN ONE OR MORE DESIGNATED  AREAS,
   11  AND  SHALL  BE  CONSPICUOUSLY  POSTED  VIA THE PORT AUTHORITY'S OFFICIAL
   12  WEBSITE AT LEAST FIVE BUSINESS DAYS BEFORE THE MEETING.
   13    C. THE PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC DOCUMENTS  IN
   14  THE  FOLLOWING  MANNER:  THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO A
   15  BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC  INSPECTION  AT
   16  AN  OFFICE  OF  THE  PORT AUTHORITY; AND THE AGENDA AND PUBLIC DOCUMENTS
   17  PERTAINING TO A BOARD OR COMMITTEE MEETING SHALL BE POSTED ON  THE  PORT
   18  AUTHORITY'S WEBSITE.
   19    D.  AT  EACH PUBLIC MEETING OF THE BOARD AND AT EACH PUBLIC MEETING OF
   20  EACH COMMITTEE, THE PUBLIC SHALL BE ALLOTTED  AT  LEAST  30  MINUTES  TO
   21  SPEAK  ON  ANY  TOPIC ON THE AGENDA. THE BOARD OR COMMITTEE SHALL EXPAND
   22  THE COMMENT TIME WHEN NECESSARY TO PROVIDE A REASONABLE OPPORTUNITY  FOR
   23  THE PUBLIC TO COMMENT. THE PUBLIC SPEAKING PERIOD SHALL TAKE PLACE PRIOR
   24  TO ANY BOARD OR COMMITTEE ACTION.
   25    E.  THE PORT AUTHORITY SHALL KEEP REASONABLY COMPREHENSIBLE MINUTES OF
   26  ALL ITS MEETINGS SHOWING THE TIME AND PLACE, THE  MEMBERS  PRESENT,  THE
   27  SUBJECTS CONSIDERED, THE ACTIONS TAKEN, AND THE VOTE OF EACH MEMBER. THE
   28  MINUTES  SHALL BE AVAILABLE TO THE PUBLIC WITHIN TWO WEEKS FROM THE DATE
   29  OF THE MEETING TO THE EXTENT THAT PUBLIC DISCLOSURE SHALL NOT BE  INCON-
   30  SISTENT WITH PARAGRAPH A OF THIS SUBDIVISION. THE MINUTES SHALL INDICATE
   31  FOR  EACH ITEM ON THE AGENDA THE VOTE OR RECUSAL OF EACH BOARD MEMBER IN
   32  ATTENDANCE AT AN OPEN MEETING, OR AN EXECUTIVE SESSION OF THE BOARD OR A
   33  COMMITTEE OF THE BOARD. EACH ITEM ON THE AGENDA SHALL BE VOTED ON  SEPA-
   34  RATELY.
   35    8.  BARRIER-FREE  ACCESS. THE PORT AUTHORITY SHALL MAKE OR CAUSE TO BE
   36  MADE ALL REASONABLE EFFORTS TO ENSURE THAT MEETINGS ARE HELD IN  FACILI-
   37  TIES  THAT  PERMIT BARRIER-FREE PHYSICAL ACCESS TO PEOPLE WITH DISABILI-
   38  TIES. IF THE BOARD DETERMINES TO USE VIDEO CONFERENCING OR SIMILAR TECH-
   39  NOLOGY TO CONDUCT ITS MEETING, IT SHALL PROVIDE AN OPPORTUNITY  FOR  THE
   40  PUBLIC TO ATTEND, LISTEN AND OBSERVE SUCH A MEETING.
   41    S  3. Subdivisions 2 and 3 of article 15-A of section 1 of chapter 154
   42  of the laws of 1921 relating to the port authority of New York  and  New
   43  Jersey, as added by chapter 275 of the laws of 1992, are amended to read
   44  as follows:
   45    2. As used in this act:
   46    a.  "Board"  means the board of commissioners of the Port Authority of
   47  New York and New Jersey.
   48    b. "COMMITTEE" OR "COMMITTEES" MEANS  ANY  STANDING  COMMITTEE  ESTAB-
   49  LISHED  BY  THE  BOARD  TASKED  WITH, INCLUDING, BUT NOT LIMITED TO, THE
   50  AUDIT RESPONSIBILITY, GOVERNANCE RESPONSIBILITY AND FINANCE RESPONSIBIL-
   51  ITY REQUIRED TO BE ESTABLISHED PURSUANT TO THIS ACT.
   52    C. "Meeting" means any gathering, whether corporeal  or  by  means  of
   53  communication  equipment,  which  is attended by, or open to, the board,
   54  held with the intent, on the part  of  the  board  members  present,  to
   55  discuss  or  act  as  a  unit  upon  the specific public business of the
   56  authority. "Meeting" does not mean a gathering (1) attended by less than
       S. 5998                             8
    1  a effective majority of the board, or (2) attended by or open to all the
    2  members of three or more similar public bodies at a convention or  simi-
    3  lar gathering.
    4    [c.]  D.  "NEWS MEDIA" MEANS PERSONS REPRESENTING MAJOR WIRE SERVICES,
    5  TELEVISION NEWS SERVICES, RADIO NEWS SERVICES  AND  NEWSPAPERS,  WHETHER
    6  LOCATED IN THE STATE OF NEW YORK OR NEW JERSEY OR ANY OTHER STATE.
    7    E. "Public business" mean matters which relate in any way, directly or
    8  indirectly, to the performance of the functions of the port authority of
    9  New York and New Jersey or the conduct of its business.
   10    3.  A. The board shall, WITHIN SIX MONTHS OF THE EFFECTIVE DATE OF THE
   11  CHAPTER OF THE LAWS OF 2015 THAT AMENDED THIS  SUBDIVISION,  adopt  [and
   12  promulgate]  appropriate  rules and regulations concerning PROPER NOTICE
   13  TO THE PUBLIC AND THE NEWS MEDIA OF ITS MEETINGS AND the  right  of  the
   14  public  AND  THE  NEWS MEDIA to be present at meetings of the authority.
   15  The board may incorporate in its rules and regulations conditions  under
   16  which it may exclude the public from a meeting or a portion thereof.
   17    B.  Any  rules or regulations adopted hereunder shall become a part of
   18  the minutes of the port authority of New York and New Jersey  and  shall
   19  be  subject to the approval of the governor or New Jersey and the gover-
   20  nor of New York.
   21    S 4. Chapter 154 of the laws of 1921 relating to the port authority of
   22  New York and New Jersey is amended by adding three new articles 7-B, 7-C
   23  and 7-D to read as follows:
   24                                ARTICLE VII-B
   25    1. NEEDS ASSESSMENT. THE PORT AUTHORITY SHALL  REQUIRE  THAT  A  NEEDS
   26  ASSESSMENT  BE  CONDUCTED BY AN INDEPENDENT ENTITY PRIOR TO ANY INCREASE
   27  IN TOLLS FOR THE USE OF ANY PORT AUTHORITY BRIDGE OR  TUNNEL,  OR  FARES
   28  FOR  THE USE OF THE PORT AUTHORITY TRANS-HUDSON CORPORATION RAIL SYSTEM.
   29  THE ASSESSMENT SHALL BE PRESENTED BY THE INDEPENDENT ENTITY TO THE BOARD
   30  OF COMMISSIONERS AT A PUBLIC MEETING TO BE HELD  AT  LEAST  NINETY  DAYS
   31  PRIOR  TO  ANY  MEETING  OF  THE  BOARD  OF COMMISSIONERS TO VOTE TO ANY
   32  INCREASE IN THE TOLLS FOR THE  USE  OF  ANY  PORT  AUTHORITY  BRIDGE  OR
   33  TUNNEL,  OR  FARES FOR THE USE OF THE PORT AUTHORITY TRANS-HUDSON CORPO-
   34  RATION RAIL SYSTEM.
   35    2. PUBLIC HEARINGS. NOT LESS THAN 30 DAYS AND NOT MORE  THAN  90  DAYS
   36  PRIOR TO ANY VOTE OR ACTION TAKEN BY THE BOARD OF COMMISSIONERS RELATING
   37  TO ANY INCREASE IN THE TOLLS FOR THE USE OF ANY PORT AUTHORITY BRIDGE OR
   38  TUNNEL,  OR  FARES FOR THE USE OF THE PORT AUTHORITY TRANS-HUDSON CORPO-
   39  RATION RAIL SYSTEM, THE PORT AUTHORITY SHALL CONDUCT AT LEAST SIX PUBLIC
   40  HEARINGS IN THE MANNER PRESCRIBED AS FOLLOWS:
   41    A. LOCATIONS FOR PUBLIC HEARINGS SHALL BE SELECTED IN SUCH A WAY AS TO
   42  BE GEOGRAPHICALLY ACCESSIBLE TO A MAJORITY OF USERS OF THE  FACILITY  OR
   43  FACILITIES TO BE IMPACTED BY THE TOLL OR FARE INCREASE, AS DETERMINED BY
   44  PORT AUTHORITY DATA, PROVIDED THAT AT LEAST ONE HEARING SHALL BE HELD IN
   45  EACH STATE.
   46    B.  AT  LEAST  72 HOURS BEFORE THE FIRST HEARING HELD PURSUANT TO THIS
   47  SECTION, THE PORT AUTHORITY SHALL MAKE THE FOLLOWING INFORMATION  AVAIL-
   48  ABLE  TO  THE PUBLIC, INCLUDING POSTING ON THE PORT AUTHORITY'S OFFICIAL
   49  WEBSITE:
   50    (1) A WRITTEN EXPLANATION OF WHY THE INCREASE IN  TOLLS  OR  FARES  IS
   51  NECESSARY;
   52    (2)  THE  AMOUNT OF REVENUE EXPECTED TO BE GENERATED FROM THE INCREASE
   53  IN TOLLS OR FARES; AND
   54    (3) A DETAILED  EXPLANATION  OF  HOW  THE  REVENUES  RAISED  FROM  THE
   55  INCREASE IN TOLLS OR FARES IS EXPECTED TO BE SPENT.
       S. 5998                             9
    1    C.  EACH  HEARING SHALL BE ATTENDED BY AT LEAST TWO COMMISSIONERS FROM
    2  NEW YORK AND TWO COMMISSIONERS FROM NEW JERSEY IN OFFICE AT THE TIME  OF
    3  THE HEARING.
    4    D.  THE PORT AUTHORITY SHALL HOLD NO MORE THAN ONE PUBLIC HEARING IN A
    5  SINGLE DAY, AND AT LEAST ONE-HALF OF THE PUBLIC HEARINGS SHALL BE SCHED-
    6  ULED TO BEGIN AFTER 6:30 P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
    7    E. THE PORT AUTHORITY SHALL ENSURE THAT EACH OF THE  REQUIREMENTS  SET
    8  FORTH  IN  THIS SUBDIVISION SHALL BE COMPLIED WITH BEFORE PLACING ON THE
    9  MEETING AGENDA OF THE BOARD OF COMMISSIONERS ANY ITEM OR MATTER RELATING
   10  TO AN INCREASE IN TOLLS OR FARES.
   11    3. SUBSIDIARIES OF THE PORT AUTHORITY. A.  THE  PORT  AUTHORITY  SHALL
   12  PROVIDE  NOTICE  TO  THE  GOVERNOR OF EACH STATE, THE MAJORITY LEADER OF
   13  EACH HOUSE OF THE LEGISLATURE OF EACH STATE, THE CHAIR  OF  THE  FINANCE
   14  COMMITTEE OF NEW YORK, THE CHAIR OF THE SENATE BUDGET AND APPROPRIATIONS
   15  COMMITTEE  OF NEW JERSEY, THE CHAIR OF ASSEMBLY WAYS AND MEANS COMMITTEE
   16  OF NEW YORK, AND THE CHAIR OF THE BUDGET COMMITTEE OF NEW JERSEY THAT IT
   17  WILL BE CREATING A SUBSIDIARY NO LESS THAN 60 DAYS PRIOR TO  THE  FORMA-
   18  TION OF THE SUBSIDIARY.
   19    B.  THE  CREATION OF A SUBSIDIARY CORPORATION SHALL BE APPROVED BY THE
   20  BOARD OF COMMISSIONERS.
   21    C. ON OR BEFORE THE FIRST DAY OF JANUARY, TWO  THOUSAND  SIXTEEN,  AND
   22  ANNUALLY THEREAFTER, ANY SUBSIDIARY CORPORATION, IN COOPERATION WITH THE
   23  PORT  AUTHORITY,  SHALL  PROVIDE TO THE GOVERNOR AND LEGISLATURE OF EACH
   24  STATE A REPORT ON THE SUBSIDIARY CORPORATION. SUCH REPORT SHALL  INCLUDE
   25  FOR EACH SUBSIDIARY:
   26    (1)  THE  COMPLETE  LEGAL NAME, ADDRESS AND CONTACT INFORMATION OF THE
   27  SUBSIDIARY;
   28    (2) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
   29  NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
   30  AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;
   31    (3) THE COMPLETE BY-LAWS AND LEGAL ORGANIZATION PAPERS OF THE  SUBSID-
   32  IARY;
   33    (4) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
   34  OF THE SUBSIDIARY; AND
   35    (5)  ANY  OTHER INFORMATION THE SUBSIDIARY CORPORATION DEEMS IMPORTANT
   36  TO INCLUDE IN SUCH REPORT.
   37                                ARTICLE VII-C
   38    1. ANNUAL REPORTING. THE PORT AUTHORITY SHALL PUBLISH A  COMPREHENSIVE
   39  ANNUAL  FINANCIAL  REPORT, SUBMITTED ANNUALLY TO THE GOVERNORS AND STATE
   40  LEGISLATURES OF NEW YORK AND NEW JERSEY AND MADE AVAILABLE ON  THE  PORT
   41  AUTHORITY'S  WEBSITE  WITHIN  120 DAYS AFTER THE END OF ITS FISCAL YEAR.
   42  THE ANNUAL REPORT  SHALL  INCLUDE  THE  AGENCY'S  FINANCIAL  STATEMENTS,
   43  STATISTICAL  AND  OTHER  REGIONAL  DATA, AND A NARRATIVE OF THE AGENCY'S
   44  ACTIVITIES DURING THE YEAR  OF  THE  REPORT.  THE  ANNUAL  REPORT  SHALL
   45  INCLUDE:
   46    A.  AN  INTRODUCTORY SECTION INCLUDING: (1) A LETTER OF TRANSMITTAL TO
   47  THE GOVERNORS OF NEW YORK AND NEW JERSEY; (2) INFORMATION REGARDING  THE
   48  BOARD  OF  COMMISSIONERS,  PORT AUTHORITY OFFICERS AND EXECUTIVE MANAGE-
   49  MENT; (3) A LETTER TO THE BOARD OF COMMISSIONERS FROM THE  CHIEF  EXECU-
   50  TIVE  OFFICER OF THE PORT AUTHORITY HIGHLIGHTING IMPORTANT DEVELOPMENTS;
   51  (4) A DESCRIPTION OF MAJOR AGENCY ACTIVITIES UNDERTAKEN DURING THE PRIOR
   52  YEAR; AND (5) A LETTER TO THE BOARD  OF  COMMISSIONERS  FROM  THE  CHIEF
   53  FINANCIAL OFFICER OF THE PORT AUTHORITY WITH RESPECT TO THE CONSOLIDATED
   54  FINANCIAL STATEMENTS OF THE PORT AUTHORITY.
       S. 5998                            10
    1    B. A FINANCIAL SECTION INCLUDING: (1) AN INDEPENDENT AUDITOR'S REPORT;
    2  (2)  MANAGEMENT'S DISCUSSION AND ANALYSIS; (3) FINANCIAL STATEMENTS; (4)
    3  ITS FINANCIAL REPORTS CERTIFIED BY  THE  CHAIR  AND  VICE-CHAIR  OF  THE
    4  BOARD,  CHIEF EXECUTIVE OFFICER, AND CHIEF FINANCIAL OFFICER OF THE PORT
    5  AUTHORITY, INCLUDING (A) AUDITED FINANCIALS IN ACCORDANCE WITH GENERALLY
    6  ACCEPTED ACCOUNTING PRINCIPLES, KNOWN AS GAAP, AND THE ACCOUNTING STAND-
    7  ARDS  ISSUED  BY  THE  GOVERNMENTAL ACCOUNTING STANDARDS BOARD, KNOWN AS
    8  GASB, (B) GRANT AND SUBSIDY PROGRAMS, (C) CURRENT RATINGS,  IF  ANY,  OF
    9  ITS BONDS ISSUED BY RECOGNIZED BOND RATING AGENCIES AND NOTICE OF CHANG-
   10  ES  IN SUCH RATINGS, AND (D) LONG-TERM LIABILITIES, INCLUDING LEASES AND
   11  EMPLOYEE BENEFIT PLANS; (5) A SCHEDULE OF ITS BONDS AND NOTES  OUTSTAND-
   12  ING  AT  THE  END  OF  ITS FISCAL YEAR, TOGETHER WITH A STATEMENT OF THE
   13  AMOUNTS REDEEMED AND INCURRED DURING SUCH FISCAL YEAR AS PART OF A SCHE-
   14  DULE OF DEBT ISSUANCE THAT INCLUDES THE DATE OF ISSUANCE, TERM,  AMOUNT,
   15  INTEREST  RATE AND MEANS OF REPAYMENT INCLUDING ALL REFINANCINGS, CALLS,
   16  REFUNDINGS, DEFEASEMENTS AND INTEREST RATE EXCHANGE OR OTHER SUCH AGREE-
   17  MENTS; AND (6) AT A MINIMUM A FOUR-YEAR FINANCIAL PLAN, INCLUDING (A)  A
   18  CURRENT  AND  PROJECTED  CAPITAL  BUDGET,  AND  (B)  AN OPERATING BUDGET
   19  REPORT, INCLUDING AN ACTUAL VERSUS ESTIMATED BUDGET,  WITH  AN  ANALYSIS
   20  AND MEASUREMENT OF FINANCIAL AND OPERATING PERFORMANCE.
   21    C.  A STATISTICAL SECTION PRESENTING ADDITIONAL INFORMATION AS CONTEXT
   22  FOR FURTHER UNDERSTANDING OF THE INFORMATION  IN  THE  FINANCIAL  STATE-
   23  MENTS,  NOTE  DISCLOSURES AND SCHEDULES, INCLUDING (1) FINANCIAL TRENDS;
   24  (2) DEBT CAPACITY; (3) OPERATING AND SERVICE DATA;  (4)  INFORMATION  ON
   25  PORT  AUTHORITY  OPERATING  RESULTS;  (5)  INFORMATION ON PORT AUTHORITY
   26  CAPITAL PROGRAM COMPONENTS; (6) INFORMATION ON PORT  AUTHORITY  FACILITY
   27  TRAFFIC;  AND (7) SELECTED STATISTICAL, DEMOGRAPHIC AND ECONOMIC DATA ON
   28  THE NEW YORK-NEW JERSEY METROPOLITAN REGION.
   29    D. A CORPORATE INFORMATION SECTION PROVIDING: (1) A LIST OF  ALL  REAL
   30  PROPERTY  OF THE PORT AUTHORITY; (2) A LIST AND FULL DESCRIPTION OF REAL
   31  PROPERTY AND PERSONAL PROPERTY THAT HAS A SALE  PRICE  OF  OVER  $10,000
   32  DISPOSED  OF DURING THE PERIOD, INCLUDING THE PRICE RECEIVED BY THE PORT
   33  AUTHORITY AND THE NAME OF THE PURCHASER FOR ALL  PROPERTY  SOLD  BY  THE
   34  PORT AUTHORITY DURING THE PERIOD; (3) A COMPENSATION SCHEDULE THAT SHALL
   35  INCLUDE, BY POSITION, TITLE AND NAME OF THE PERSON HOLDING SUCH POSITION
   36  OR  TITLE,  THE SALARY, COMPENSATION, ALLOWANCE AND/OR BENEFITS PROVIDED
   37  TO ANY OFFICER, DIRECTOR OR EMPLOYEE IN A DECISION MAKING OR  MANAGERIAL
   38  POSITION  OF  SUCH AUTHORITY WHOSE BASE SALARY IS IN EXCESS OF $150,000;
   39  (4) BIOGRAPHICAL INFORMATION, NOT INCLUDING CONFIDENTIAL PERSONAL INFOR-
   40  MATION, FOR ALL DIRECTORS AND OFFICERS AND  EMPLOYEES  FOR  WHOM  SALARY
   41  REPORTING  IS REQUIRED; (5) A DESCRIPTION OF THE AUTHORITY AND ITS BOARD
   42  STRUCTURE, INCLUDING (A) NAMES OF COMMITTEES AND COMMITTEE MEMBERS,  (B)
   43  LISTS  OF  BOARD  MEETINGS  AND  ATTENDANCE,  (C)  DESCRIPTIONS OF MAJOR
   44  AUTHORITY UNITS, SUBSIDIARIES, AND (D)  NUMBER  OF  EMPLOYEES;  (6)  ITS
   45  MISSION  STATEMENT,  CHARTER, IF ANY, AND BY-LAWS; AND (7) A DESCRIPTION
   46  OF ANY MATERIAL PENDING  LITIGATION  IN  WHICH  THE  PORT  AUTHORITY  IS
   47  INVOLVED AS A PARTY DURING THE REPORTING YEAR.
   48    2.  AUDITS  AND  FINANCIAL  STATEMENTS.  A.  THE  PORT AUTHORITY SHALL
   49  PREPARE FINANCIAL STATEMENTS ON AN  ANNUAL  BASIS,  IN  ACCORDANCE  WITH
   50  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES,  KNOWN  AS  GAAP,  AND  THE
   51  ACCOUNTING STANDARDS ISSUED BY  THE  GOVERNMENTAL  ACCOUNTING  STANDARDS
   52  BOARD, KNOWN AS GASB.
   53    B.  THE  AUDIT  COMMITTEE  OF  THE  BOARD OF COMMISSIONERS OF THE PORT
   54  AUTHORITY SHALL ARRANGE FOR AN  INDEPENDENT  FIRM  OF  CERTIFIED  PUBLIC
   55  ACCOUNTANTS  TO PERFORM AN AUDIT OF THE FINANCIAL STATEMENTS OF THE PORT
   56  AUTHORITY EACH YEAR, IN ACCORDANCE WITH  GENERALLY  ACCEPTED  ACCOUNTING
       S. 5998                            11
    1  PRINCIPLES  AND STANDARDS REFERENCED IN PARAGRAPH A OF THIS SUBDIVISION.
    2  EACH INDEPENDENT FIRM OF CERTIFIED PUBLIC ACCOUNTANTS THAT PERFORMS  ANY
    3  AUDIT  REQUIRED BY THIS ARTICLE SHALL TIMELY REPORT TO THE AUDIT COMMIT-
    4  TEE  OF  THE  PORT  AUTHORITY:  (1) ALL CRITICAL ACCOUNTING POLICIES AND
    5  PRACTICES TO BE USED; AND (2)  OTHER  MATERIAL  WRITTEN  COMMUNICATIONS,
    6  THAT  IS NOT PRIVILEGED OR CONFIDENTIAL, BETWEEN THE INDEPENDENT FIRM OF
    7  CERTIFIED PUBLIC ACCOUNTANTS AND THE MANAGEMENT OF THE  PORT  AUTHORITY,
    8  INCLUDING THE MANAGEMENT LETTER ALONG WITH MANAGEMENT'S RESPONSE OR PLAN
    9  OF  CORRECTIVE  ACTION,  MATERIAL  CORRECTIONS IDENTIFIED OR SCHEDULE OF
   10  UNADJUSTED DIFFERENCES.
   11    C. EVERY FINANCIAL STATEMENT PREPARED  PURSUANT  TO  THIS  SUBDIVISION
   12  SHALL  BE  APPROVED BY THE BOARD OF COMMISSIONERS. AS A CONDITION TO THE
   13  ISSUANCE OF THE ANNUAL FINANCIAL STATEMENTS OF THE PORT  AUTHORITY,  THE
   14  CHIEF  EXECUTIVE  OFFICER  AND  THE  CHIEF FINANCIAL OFFICER OF THE PORT
   15  AUTHORITY SHALL BE REQUIRED TO MAKE  A  WRITTEN  CERTIFICATION  TO  THAT
   16  EFFECT  THAT,  TO  THE BEST OF THEIR KNOWLEDGE AND BELIEF, THE FINANCIAL
   17  AND OTHER INFORMATION IN  THE CONSOLIDATED FINANCIAL STATEMENTS IS ACCU-
   18  RATE IN ALL MATERIAL RESPECTS AND HAS BEEN REPORTED IN A MANNER DESIGNED
   19  TO PRESENT FAIRLY THE  PORT  AUTHORITY'S  NET  ASSETS,  CHANGES  IN  NET
   20  ASSETS, AND CASH FLOWS, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
   21  PRINCIPLES  AND STANDARDS REFERENCED IN PARAGRAPH A OF THIS SUBDIVISION;
   22  AND, THAT ON THE BASIS THAT THE COST OF  INTERNAL  CONTROLS  SHOULD  NOT
   23  OUTWEIGH THEIR BENEFITS, THE PORT AUTHORITY HAS ESTABLISHED A COMPREHEN-
   24  SIVE  FRAMEWORK  OF  INTERNAL  CONTROLS TO PROTECT ITS ASSETS FROM LOSS,
   25  THEFT, OR MISUSE, AND  TO  PROVIDE  REASONABLE  (RATHER  THAN  ABSOLUTE)
   26  ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING AND THE PREP-
   27  ARATION  OF  THE  CONSOLIDATED  FINANCIAL  STATEMENTS IN ACCORDANCE WITH
   28  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES  AND  STANDARDS  REFERENCED  IN
   29  PARAGRAPH A OF THIS SUBDIVISION.
   30    D.  NOTWITHSTANDING  ANY  OTHER  PROVISION OF LAW TO THE CONTRARY, THE
   31  PORT AUTHORITY SHALL NOT CONTRACT WITH AN INDEPENDENT FIRM OF  CERTIFIED
   32  PUBLIC  ACCOUNTANTS  FOR  AUDIT SERVICES TO THE AUTHORITY IF THE LEAD OR
   33  COORDINATING AUDIT PARTNER HAVING PRIMARY RESPONSIBILITY FOR THE  AUDIT,
   34  OR  THE AUDIT PARTNER RESPONSIBLE FOR REVIEWING THE AUDIT, HAS PERFORMED
   35  AUDIT SERVICES FOR THE TWO PREVIOUS FISCAL YEARS OF SUCH AUTHORITY.
   36    E. THE PORT AUTHORITY SHALL NOT CONTRACT WITH THE INDEPENDENT FIRM  OF
   37  CERTIFIED  PUBLIC  ACCOUNTANTS PERFORMING THE PORT AUTHORITY'S AUDIT FOR
   38  ANY NON-AUDIT SERVICES TO  SUCH  AUTHORITY  CONTEMPORANEOUSLY  WITH  THE
   39  AUDIT, UNLESS RECEIVING PREVIOUS WRITTEN APPROVAL BY THE AUDIT COMMITTEE
   40  INCLUDING:  (1)  BOOKKEEPING OR OTHER SERVICES RELATED TO THE ACCOUNTING
   41  RECORDS OR FINANCIAL STATEMENTS OF SUCH AUTHORITY; (2) FINANCIAL  INFOR-
   42  MATION  SYSTEMS  DESIGN  AND  IMPLEMENTATION; (3) APPRAISAL OR VALUATION
   43  SERVICES, FAIRNESS OPINIONS, OR CONTRIBUTION-IN-KIND REPORTS; (4)  ACTU-
   44  ARIAL  SERVICES; (5) INTERNAL AUDIT OUTSOURCING SERVICES; (6) MANAGEMENT
   45  FUNCTIONS OR HUMAN SERVICES; (7) BROKER OR DEALER,  INVESTMENT  ADVISOR,
   46  OR  INVESTMENT  BANKING  SERVICES;  AND  (8)  LEGAL  SERVICES AND EXPERT
   47  SERVICES UNRELATED TO THE AUDIT.
   48    F. THE PORT AUTHORITY SHALL NOT CONTRACT WITH AN INDEPENDENT  FIRM  OF
   49  CERTIFIED  PUBLIC  ACCOUNTANTS FOR ANY AUDIT SERVICE IF THE CHIEF EXECU-
   50  TIVE OFFICER, COMPTROLLER, CHIEF FINANCIAL OFFICER,  TREASURER,  OR  ANY
   51  OTHER  PERSON  SERVING  IN AN EQUIVALENT POSITION FOR THE AUTHORITY, WAS
   52  EMPLOYED BY THAT INDEPENDENT FIRM OF CERTIFIED  PUBLIC  ACCOUNTANTS  AND
   53  PARTICIPATED  IN  ANY  CAPACITY IN THE AUDIT OF THE AUTHORITY DURING THE
   54  ONE YEAR PERIOD PRECEDING THE DATE OF THE INITIATION OF THE AUDIT.
   55    3. THE PORT AUTHORITY SHALL MAKE ACCESSIBLE  TO  THE  PUBLIC  VIA  ITS
   56  WEBSITE AN EXECUTIVE SUMMARY OF ITS MOST RECENT INDEPENDENT AUDIT REPORT
       S. 5998                            12
    1  UNLESS  SUCH  INFORMATION  IS  EXEMPT FROM DISCLOSURE PURSUANT TO EITHER
    2  STATE'S FREEDOM OF INFORMATION LAWS.
    3                                ARTICLE VII-D
    4    1. PROPERTY DISPOSITION. ANY SALE OF REAL PROPERTY BY THE PORT AUTHOR-
    5  ITY  SHALL BE UNDERTAKEN AND CONDUCTED PURSUANT TO THE PROVISIONS OF THE
    6  EXISTING LAWS GOVERNING THE SALE OF REAL PROPERTY BY THE PORT  AUTHORITY
    7  IN  THE  STATE IN WHICH SUCH REAL PROPERTY IS LOCATED AND BY APPROVAL OF
    8  THE BOARD OF COMMISSIONERS.
    9    A. NO DISPOSITION OF REAL PROPERTY, OR ANY INTEREST IN REAL  PROPERTY,
   10  SHALL BE MADE UNLESS AN APPRAISAL OF THE VALUE OF SUCH REAL PROPERTY HAS
   11  BEEN  MADE BY AN INDEPENDENT APPRAISER AND INCLUDED IN THE RECORD OF THE
   12  TRANSACTION, AND, PROVIDED FURTHER, THAT NO  DISPOSITION  OF  ANY  OTHER
   13  REAL  PROPERTY, WHICH BECAUSE OF ITS UNIQUE NATURE OR THE UNIQUE CIRCUM-
   14  STANCES OF THE PROPOSED TRANSACTION IS NOT READILY VALUED  BY  REFERENCE
   15  TO  AN  ACTIVE MARKET FOR SIMILAR REAL PROPERTY, SHALL BE MADE WITHOUT A
   16  SIMILAR APPRAISAL.
   17    B. DISPOSAL OF REAL PROPERTY FOR LESS THAN FAIR MARKET VALUE. NO PROP-
   18  ERTY OWNED, LEASED, OR OTHERWISE IN THE CONTROL OF  THE  PORT  AUTHORITY
   19  MAY  BE  SOLD,  LEASED,  OR  OTHERWISE  ALIENATED FOR LESS THAN ITS FAIR
   20  MARKET VALUE UNLESS:
   21    (I) THE TRANSFEREE IS A GOVERNMENT OR OTHER  PUBLIC  ENTITY,  AND  THE
   22  TERMS  AND CONDITIONS OF THE TRANSFER REQUIRE THAT THE OWNERSHIP AND USE
   23  OF THE REAL PROPERTY WILL REMAIN WITH THE GOVERNMENT OR ANY OTHER PUBLIC
   24  ENTITY; OR
   25    (II) THE PURPOSE OF THE TRANSFER IS WITHIN THE  PURPOSE,  MISSION,  OR
   26  GOVERNING  STATUTE  OF THE PORT AUTHORITY AND A WRITTEN DETERMINATION IS
   27  MADE BY THE BOARD OF COMMISSIONERS THAT THERE IS NO REASONABLE  ALTERNA-
   28  TIVE  TO  THE PROPOSED BELOW-MARKET TRANSFER THAT WOULD ACHIEVE THE SAME
   29  PURPOSE OF SUCH TRANSFER, PRIOR TO BOARD APPROVAL OF SUCH A TRANSFER.
   30    C. THE BOARD SHALL ADOPT, WITHIN SIX MONTHS OF THE EFFECTIVE  DATE  OF
   31  THIS  ARTICLE, APPROPRIATE RULES AND REGULATIONS CONCERNING DISPOSITION,
   32  ACQUISITION, AND TRANSFER OF REAL PROPERTY OR ANY INTEREST IN REAL PROP-
   33  ERTY BY THE PORT AUTHORITY WHICH SHALL, AT A MINIMUM, INCLUDE A REQUIRE-
   34  MENT THAT THE FOLLOWING INFORMATION BE MADE AVAILABLE TO  THE  BOARD  OF
   35  COMMISSIONERS  AT  THE  MEETING  WHERE  APPROVAL  OF SUCH A DISPOSITION,
   36  ACQUISITION OR TRANSFER IS SCHEDULED:
   37    (I) A FULL DESCRIPTION OF THE PROPERTY;
   38    (II) A DESCRIPTION OF THE PURPOSE OF THE DISPOSITION, ACQUISITION,  OR
   39  TRANSFER;
   40    (III) A STATEMENT OF THE VALUE TO BE RECEIVED FROM SUCH A DISPOSITION,
   41  ACQUISITION, OR TRANSFER;
   42    (IV)  THE  NAMES  OF ANY PRIVATE PARTIES PARTICIPATING IN THE DISPOSI-
   43  TION, ACQUISITION, OR TRANSFER; AND
   44    (V) IN THE CASE OF A PROPERTY DISPOSITION FOR LESS  THAN  FAIR  MARKET
   45  VALUE,  AN  EXPLANATION  AND  A  WRITTEN  DETERMINATION  BY THE BOARD OF
   46  COMMISSIONERS THAT THERE IS NO REASONABLE ALTERNATIVE  TO  THE  PROPOSED
   47  BELOW-MARKET  VALUE THAT WOULD ACHIEVE THE SAME PURPOSE OF SUCH DISPOSI-
   48  TION.
   49    D. NOT LESS THAN TEN DAYS IN ADVANCE OF ANY MEETING OF  THE  BOARD  OF
   50  COMMISSIONERS  OF THE PORT AUTHORITY AT WHICH THE BOARD OF COMMISSIONERS
   51  IS TO CONSIDER AN ACTION TO AUTHORIZE THE SALE OF REAL PROPERTY OWNED BY
   52  THE PORT AUTHORITY, THE CHIEF EXECUTIVE OFFICER OF  THE  PORT  AUTHORITY
   53  SHALL  PROVIDE PUBLIC NOTICE OF SUCH PROPOSED ACTION ALONG WITH RELEVANT
   54  MATERIAL TERMS AND PROVISIONS OF SUCH SALE INCLUDING,  BUT  NOT  LIMITED
       S. 5998                            13
    1  TO,  THE  INFORMATION  MADE  AVAILABLE  PURSUANT  TO PARAGRAPH C OF THIS
    2  SUBDIVISION, BY POSTING ON THE PORT AUTHORITY'S WEBSITE.
    3    E.  THE CHIEF EXECUTIVE OFFICER MAY AUTHORIZE OR ARRANGE FOR CONTRACTS
    4  FOR THE SALE OF PERSONAL PROPERTY OWNED BY THE PORT AUTHORITY OR ARRANGE
    5  FOR CONTRACTS FOR THE SALE  OF  PERSONAL  PROPERTY  OWNED  BY  THE  PORT
    6  AUTHORITY  UPON SUCH TERMS AND CONDITIONS AS THE CHIEF EXECUTIVE OFFICER
    7  MAY DEEM PROPER AND EXECUTE THE SAME ON BEHALF  OF  THE  PORT  AUTHORITY
    8  WHERE  THE  VALUE  OF  SUCH  PERSONAL  PROPERTY  IS NOT IN EXCESS OF ONE
    9  MILLION DOLLARS; PROVIDED, HOWEVER, THAT  PERSONAL  PROPERTY  VALUED  AT
   10  MORE THAN $250,000 SHALL NOT BE SOLD BY AUTHORITY OF THE CHIEF EXECUTIVE
   11  OFFICER  OTHER  THAN  TO  THE HIGHEST BIDDER AFTER PUBLIC ADVERTISEMENT.
   12  WHERE THE VALUE OF SUCH PERSONAL PROPERTY IS IN  EXCESS  OF  $1,000,000,
   13  THE SALE OF SUCH PROPERTY MUST BE AUTHORIZED BY THE BOARD OF COMMISSION-
   14  ERS  OF THE PORT AUTHORITY UPON SUCH TERMS AS THE BOARD OF COMMISSIONERS
   15  MAY DEEM PROPER.
   16    F. THE PORT AUTHORITY MAY RETAIN BROKERS OR THIRD-PARTY  VENDORS  THAT
   17  FACILITATE  ONLINE  AUCTIONS, OR ASSIST IN DISPOSING OF SURPLUS REAL AND
   18  PERSONAL PROPERTY OF THE PORT AUTHORITY.
   19    2. DEBT ISSUANCE. A.   THE ISSUANCE  OF  ANY  BONDS,  NOTES  OR  OTHER
   20  INSTRUMENTS OF INDEBTEDNESS BY THE PORT AUTHORITY SHALL BE UNDERTAKEN IN
   21  A  MANNER  CONSISTENT  WITH APPLICABLE LAWS GOVERNING THE PORT AUTHORITY
   22  AND COVENANTS WITH THE HOLDERS OF THE PORT AUTHORITY'S BONDS,  NOTES  OR
   23  OTHER INSTRUMENTS OF INDEBTEDNESS.
   24    B.  AT  LEAST SIXTY DAYS PRIOR TO THE END OF ITS FISCAL YEAR, THE PORT
   25  AUTHORITY SHALL SUBMIT TO THE GOVERNOR, STATE COMPTROLLER, AND  LEGISLA-
   26  TURE  OF  EACH STATE A STATEMENT OF INTENT IN REGARDS TO THE ISSUANCE OF
   27  AND OVERALL AMOUNT OF BONDS, NOTES, OR  OTHER  DEBT  OBLIGATIONS  ANTIC-
   28  IPATED,  AT  THE TIME THE STATEMENT IS SUBMITTED, DURING THE NEXT FISCAL
   29  YEAR.
   30    3. CAPITAL PLAN. THE PORT AUTHORITY SHALL  ADOPT  A  TEN-YEAR  CAPITAL
   31  PLAN  THAT IS DEVELOPED USING A COMPREHENSIVE PLANNING PROCESS AND RISK-
   32  BASED PRIORITIZATION THAT CONSIDERS  ASSET  CONDITION,  OPERATIONAL  AND
   33  REVENUE  IMPACT,  THREAT ASSESSMENT, CUSTOMER SERVICE, REGIONAL BENEFIT,
   34  AND REGULATORY OR STATUTORY REQUIREMENTS.  THE  CAPITAL  PLAN  SHALL  BE
   35  DEPENDENT   UPON  THE  AVAILABILITY  OF  SUFFICIENT  FUNDING  AND  OTHER
   36  RESOURCES TO PURSUE THE CAPITAL PROJECTS PROPOSED FOR THE TEN-YEAR PERI-
   37  OD. PERFORMANCE PROGRESS AND REVISIONS TO REFLECT CHANGES  IN  PROGRAMS,
   38  POLICIES  AND  PROJECTS  AND THE ENVIRONMENT IN WHICH THE PORT AUTHORITY
   39  OPERATES SHALL BE REVIEWED REGULARLY BY A COMMITTEE  DESIGNATED  BY  THE
   40  BOARD  OF  COMMISSIONERS,  AND THE CAPITAL PLAN SHALL BE REVISED PERIOD-
   41  ICALLY AS NECESSARY AND APPROPRIATE, AND  SHALL  BE  REVIEWED  WITH  THE
   42  BOARD  OF  COMMISSIONERS  ANNUALLY.  THE PORT AUTHORITY SHALL PUBLISH AN
   43  ANNUAL REPORT ON THE STATUS OF THE CAPITAL PROGRAM AND SUCH REPORT SHALL
   44  BE MADE PUBLICLY AVAILABLE ON THE PORT  AUTHORITY'S  WEBSITE.  PRIOR  TO
   45  ADOPTION  OF A CAPITAL PLAN, THE PORT AUTHORITY SHALL MAKE SUCH PROPOSED
   46  PLAN AVAILABLE FOR PUBLIC REVIEW AND COMMENTS ON ITS PUBLIC WEBSITE  FOR
   47  AT  LEAST  TWO WEEKS PRIOR TO APPROVAL, AND ALL COMMENTS RECEIVED ARE TO
   48  BE DISTRIBUTED TO THE BOARD OF COMMISSIONERS FOR REVIEW PRIOR TO CONSID-
   49  ERATION OF THE CAPITAL PLAN.
   50    4. OPERATING BUDGET. THE PORT AUTHORITY SHALL PREPARE A DETAILED ANNU-
   51  AL OPERATING BUDGET BEGINNING WITH THE FISCAL YEAR COMMENCING AFTER  THE
   52  EFFECTIVE DATE OF THE CHAPTER OF THE LAWS OF 2015 WHICH ADDED THIS ARTI-
   53  CLE. A PRELIMINARY ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY AVAIL-
   54  ABLE  ON THE PORT AUTHORITY'S WEBSITE IN JULY OF EVERY FISCAL YEAR AND A
   55  FINAL ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY AVAILABLE IN FEBRU-
   56  ARY OF EACH FISCAL YEAR.
       S. 5998                            14
    1    S 5. Severability clause. If any clause, sentence, paragraph, subdivi-
    2  sion, section or part of this act shall be  adjudged  by  any  court  of
    3  competent  jurisdiction  to  be invalid, such judgment shall not affect,
    4  impair, or invalidate the remainder thereof, but shall  be  confined  in
    5  its  operation  to the clause, sentence, paragraph, subdivision, section
    6  or part thereof directly involved in the controversy in which such judg-
    7  ment shall have been rendered. It is hereby declared to be the intent of
    8  the legislature that this act would  have  been  enacted  even  if  such
    9  invalid provisions had not been included herein.
   10    S  6.  This  act  shall take effect upon the enactment into law by the
   11  state of New Jersey of legislation having an identical effect with  this
   12  act,  but  if  the  state  of New Jersey shall have already enacted such
   13  legislation this act shall take effect immediately. The  chairperson  of
   14  the port authority shall notify the legislative bill drafting commission
   15  upon  the  enactment into law of such legislation by both such states in
   16  order that the commission may maintain an accurate and timely  effective
   17  data  base  of the official text of the laws of the state of New York in
   18  furtherance of effecting the provisions of section 44 of the legislative
   19  law and section 70-b of the public officers law.