§ 2562. Creation of the corporation. 1. To effectuate the purposes and provisions of this title, there is hereby created the "New York convention center operating corporation", which shall be a body corporate and politic constituting a public benefit corporation. The corporation's board of directors shall consist of twenty-one persons to be appointed with the advice and consent of the senate, including fifteen persons appointed by the governor; two persons appointed by the temporary president of the senate; one person appointed by the minority leader of the senate; two persons appointed by the speaker of the assembly; and one person appointed by the minority leader of the assembly. Four of the members appointed by the governor shall be appointed on the written recommendation of the mayor of the city of New York. One of the directors shall be designated by the governor as chair of the board of directors to serve as such at the pleasure of the governor. Upon recommendation of the chair of the board of directors, the board of directors shall appoint an executive director of the corporation. Notwithstanding any general, special or local law concerning the holding of dual offices, an officer or employee of the state may be appointed as an officer or employee of the corporation, and officers and employees of the state may be appointed as members of the board of directors of the corporation, provided however, that the chair of the board of directors shall not be an officer or employee of the corporation, and the executive director of the corporation shall not be a member of the board of directors.

2. Directors of the corporation shall be appointed for a term of three years from the effective date of their appointments, provided, however, that two persons first appointed by the governor other than the chair shall have a two year term; three persons first appointed by the governor other than the chair shall have a one year term; the four persons appointed on the recommendation of the mayor of the city of New York shall have a term coterminous with the term of office of the mayor of the city of New York appointing them, one person first appointed by the temporary president of the senate shall have a two year term; the person first appointed by the minority leader of the senate shall have a one year term; one person first appointed by the speaker of the assembly shall have a two year term; and the person first appointed by the minority leader of the assembly shall have a one year term except for those appointed on the recommendation of the mayor whose terms shall expire at the expiration of the term of the mayor appointing them. The terms of office of their successors shall be three years. All directors shall continue to hold office until their successors have been appointed and qualified. If at any time there is a vacancy in the membership of the board of directors by reason of death, resignation, disqualification or otherwise, such vacancy shall be filled for the unexpired term in the same manner as the original appointment.

3. A majority of the appointed voting membership of the board of directors shall constitute a quorum for the transaction of any business or the exercise of any power of the corporation. The powers of the corporation shall be exercised, or may be delegated to one or more directors, officers, agents or employees, by a majority of the appointed voting membership of the board of directors. No vote at such meeting shall be cast by proxy.

4. The directors, other than any officer of the corporation who also serves as a director, shall serve without a salary or other compensation, but each director shall be entitled to reimbursement for expenses incurred in the performance of official duties.

5. The governor may remove any member of the board for cause, provided that such member be first furnished with a list of charges against him and given an opportunity to be heard, in person or by counsel, upon not less than ten days' notice.

6. The fiscal year of the corporation shall end on the date on which the fiscal year of the state ends.

7. The existence of the corporation shall continue until terminated by law, provided, however, that no such law shall take effect so long as the corporation shall have obligations outstanding, unless adequate provision has been made for the payment thereof.