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New York Port of New York Authority 154/21

Chapter 154 of the laws of 1921
                         Port of New York authority
    Section  1.  William  R.  Willcox,  Eugenius H. Outerbridge and Murray
  Hulbert, or any two of them, commissioners  heretofore  appointed  under
  chapter  four hundred and twenty-six of the laws of nineteen hundred and
  seventeen of the state of New York, together with  the  attorney-general
  of  the  state  of New York, are hereby authorized as commissioners upon
  the part of the state of New York to enter into, with the state  of  New
  Jersey,  by  and  through  the  commissioners  appointed  or  who may be
  appointed under or by virtue of a law of the legislature of the state of
  New Jersey, an agreement or compact in the form following,  that  is  to
  say:
    Whereas,  In  the  year eighteen hundred and thirty-four the states of
  New York  and  New  Jersey  did  enter  into  an  agreement  fixing  and
  determining  the  rights  and obligations of the two states in and about
  the waters between the two states, especially in and about  the  bay  of
  New York and the Hudson river; and
    Whereas,  Since  that  time  the  commerce of the port of New York has
  greatly developed and increased and the territory in and around the port
  has become commercially one center or district; and
    Whereas, It is confidently believed that a better co-ordination of the
  terminal, transportation and other facilities of commerce in, about  and
  through the port of New York, will result in great economies, benefiting
  the nation, as well as the states of New York and New Jersey; and
    Whereas,  The  future development of such terminal, transportation and
  other facilities of commerce will require the expenditure of large  sums
  of  money and the cordial co-operation of the states of New York and New
  Jersey in the encouragement of the investment of  capital,  and  in  the
  formulation and execution of the necessary physical plans; and
    Whereas, Such result can best be accomplished through the co-operation
  of the two states by and through a joint or common agency.
    Now,  therefore,  The  said  states  of  New  Jersey  and  New York do
  supplement and amend the existing  agreement  of  eighteen  hundred  and
  thirty-four in the following respects:
                                 ARTICLE I.
    They  agree to and pledge, each to the other, faithful co-operation in
  the future planning and development of the port of New York, holding  in
  high  trust  for  the  benefit  of  the nation the special blessings and
  natural advantages thereof.
                                 ARTICLE II.
    To that end the two states do agree that there shall  be  created  and
  they  do  hereby  create a district to be known as the "Port of New York
  District" (for brevity hereinafter referred to as "The District")  which
  shall embrace the territory bounded and described as follows:
    The  district  is  included  within  the  boundary  lines  located  by
  connecting points of  known  latitude  and  longitude.  The  approximate
  courses and distances of the lines enclosing the district are recited in
  the description, but the district is determined by drawing lines through
  the  points  of  known latitude and longitude. Beginning at a point A of
  latitude  forty-one  degrees  and  four  minutes  north  and   longitude
  seventy-three degrees and fifty-six minutes west, said point being about
  sixty-five-hundredths  of a mile west of the westerly bank of the Hudson
  river and about two  and  one-tenth  miles  northwest  of  the  pier  at
  Piermont, in the county of Rockland, state of New York; thence due south
  one  and  fifteen-hundredths miles more or less to a point B of latitude
  forty-one degrees and three minutes north  and  longitude  seventy-three
  degrees  and  fifty-six  minutes  west;  said  point being about one and
  three-tenths miles northwest of the pier at Piermont, in the  county  of

  Rockland,  state  of  New  York;  thence  south  fifty-six  degrees  and
  thirty-four minutes west six and  twenty-six-hundredths  miles  more  or
  less to a point C of latitude forty-one degrees and no minutes north and
  longitude  seventy-four  degrees  and two minutes west, said point being
  about seven-tenths of a mile north of the railroad station at  Westwood,
  in  the  county of Bergen, state of New Jersey; thence south sixty-eight
  degrees and twenty-four minutes west  nine  and  thirty-seven-hundredths
  miles  more  or  less  to  a  point  D  of  latitude  forty  degrees and
  fifty-seven minutes north and longitude seventy-four degrees and  twelve
  minutes  west,  said  point  being  about  three  miles northwest of the
  business center of the city of Paterson, in the county of Passaic, state
  of New Jersey; thence south forty-seven degrees  and  seventeen  minutes
  west  eleven and eighty-seven-hundredths miles more or less to a point E
  of  latitude  forty  degrees  and  fifty  minutes  north  and  longitude
  seventy-four degrees and twenty-two minutes west, said point being about
  four  and  five-tenths  miles  west  of  the borough of Caldwell, in the
  county of Morris, state  of  New  Jersey;  thence  due  south  nine  and
  twenty-hundredths  miles  more  or  less  to a point F of latitude forty
  degrees and forty-two minutes north and longitude  seventy-four  degrees
  and  twenty-two  minutes west, said point being about one and two-tenths
  miles southwest of the passenger station of the Delaware, Lackawanna and
  Western railroad in the city of Summit, in the county of Union, state of
  New Jersey; thence south forty-two degrees and twenty-four minutes west,
  seven and seventy-eight-hundredths miles more or less to a  point  G  of
  latitude  forty  degrees  and  thirty-seven  minutes north and longitude
  seventy-four degrees and twenty-eight minutes  west,  said  point  being
  about  two  and two-tenths miles west of the business center of the city
  of Plainfield, in the county of Somerset, state of  New  Jersey;  thence
  due  south twelve and sixty-five-hundredths miles more or less on a line
  passing about one mile west of the business center of the  city  of  New
  Brunswick  to a point H of latitude forty degrees and twenty-six minutes
  north and longitude seventy-four degrees and twenty-eight minutes  west,
  said  point being about four and five-tenths miles southwest of the city
  of New Brunswick, in the county  of  Middlesex,  state  of  New  Jersey;
  thence  south  seventy-seven  degrees and forty-two minutes east ten and
  seventy-nine-hundredths miles more or less to  a  point  I  of  latitude
  forty  degrees  and twenty-four minutes north and longitude seventy-four
  degrees and sixteen minutes west,  said  point  being  about  two  miles
  southwest  of  the borough of Matawan, in the county of Middlesex, state
  of New Jersey; thence due east  twenty-five  and  forty-eight-hundredths
  miles  more  or  less,  crossing  the  county  of Monmouth, state of New
  Jersey, and passing about one and four-tenths miles south of the pier of
  the Central Railroad of New Jersey at Atlantic Highlands to a point J of
  latitude forty degrees  and  twenty-four  minutes  north  and  longitude
  seventy-three  degrees and forty-seven minutes west, said point being in
  the Atlantic ocean; thence north eleven degrees fifty-eight minutes east
  twenty-one and sixteen-hundredths miles more or less to a point K,  said
  point  being  about five miles east of the passenger station of the Long
  Island railroad at Jamaica and about one and three-tenths miles east  of
  the  boundary  line  of  the  city of New York, in the county of Nassau,
  state of New York; thence in a  northeasterly  direction  passing  about
  one-half  mile  west  of New Hyde Park and about one and one-tenth miles
  east of the shore of Manhasset bay at  Port  Washington,  crossing  Long
  Island sound to a point L, said point being the point of intersection of
  the boundary line between the states of New York and Connecticut and the
  meridian  of  seventy-three  degrees,  thirty-nine  minutes  and  thirty
  seconds west longitude, said point being also about a mile northeast  of
  the  village  of  Port  Chester; thence northwesterly along the boundary

  line between the states of New York and Connecticut to a point  M,  said
  point being the point of intersection between said boundary line between
  the  states  of  New  York and Connecticut and the parallel of forty-one
  degrees  and  four  minutes  north latitude, said point also being about
  four and five-tenths miles northeast of the business center of the  city
  of  White  Plains;  thence  due  west  along said parallel, of forty-one
  degrees and four minutes north latitude, the line passing about two  and
  one-half  miles north of the business center of the city of White Plains
  and crossing the Hudson river to the point A, the place of beginning.
    The boundaries of said district may be changed from time  to  time  by
  the  action  of  the  legislature  of  either  state concurred in by the
  legislature of the other.
                                 ARTICLE III
    There is hereby created "The Port of New York Authority" (for  brevity
  hereinafter  referred to as the "Port Authority"), which shall be a body
  corporate and politic, having the powers  and  jurisdiction  hereinafter
  enumerated,  and  such other and additional powers as shall be conferred
  upon it  by  the  legislature  of  either  state  concurred  in  by  the
  legislature  of the other, or by act or acts of congress, as hereinafter
  provided. On and after July first,  nineteen  hundred  seventy-two,  the
  port  authority  shall be known and designated as "The Port Authority of
  New York and New Jersey."
                                * ARTICLE IV
    The port authority shall consist of twelve commissioners, six resident
  voters from the state of New York,  at  least  four  of  whom  shall  be
  resident  voters  of  the city of New York, and six resident voters from
  the state of New Jersey, at least four of whom shall be resident  voters
  within  the  New Jersey portion of the district, the New York members to
  be chosen by the state of New York and the New  Jersey  members  by  the
  state of New Jersey in the manner and for the terms fixed and determined
  from  time to time by the legislature of each state respectively, except
  as herein provided. Each commissioner may be removed or  suspended  from
  office  as  provided  by  the  law  of  the state from which he shall be
  appointed.
 
    * NB Effective until legislation having an identical effect is enacted
  into law by the state of New Jersey
                                * ARTICLE IV
    1.  Commissioners.  The  port  authority  shall  consist   of   twelve
  commissioners,  six resident voters from the state of New York, at least
  four of whom shall be resident voters of the city of New York,  and  six
  resident  voters  from  the  state  of New Jersey, at least four of whom
  shall be resident voters within the New Jersey portion of the  district,
  the  New  York members to be chosen by the state of New York and the New
  Jersey members by the state of New Jersey in  the  manner  and  for  the
  terms  fixed and determined from time to time by the legislature of each
  state respectively, except as herein provided. Each commissioner may  be
  removed  or  suspended  from  office as provided by the law of the state
  from which he shall be appointed.
    2. Officers. a.  The  officers  of  the  port  authority  shall  be  a
  chairperson,  a  vice  chairperson, a chief executive officer, a general
  counsel, a chief  financial  officer,  a  chief  ethics  and  compliance
  officer,  an  inspector  general,  a  treasurer,  a  comptroller,  and a
  secretary. Beginning upon the next hiring of a chief  executive  officer
  but  no  later than a year from the effective date of the chapter of the
  laws of 2015 that amended this article, the positions of chairperson and
  vice chairperson shall  be  rotated  for  a  term  of  two  years  among
  commissioners  appointed  by New York and New Jersey, with a chairperson

  elected first from among those commissioners appointed by  the  governor
  of  New  York  and  a  vice  chairperson  elected first from among those
  commissioners appointed by the governor of New Jersey, after  which  the
  next  chairperson  shall  be  elected  from among those appointed by the
  governor of New Jersey and the next vice chairperson  shall  be  elected
  from  among  those  appointed by the governor of New York and thereafter
  the positions of chairperson and vice chairperson shall rotate every two
  years in the same order as established herein provided that the  failure
  of  the  board  of  commissioners  to  elect  a new chairperson and vice
  chairperson  shall  not  prevent  the  rotation  of  the  positions   of
  chairperson and vice chairperson to the next succeeding state.
    b. No commissioner, including the chairperson, shall serve as the port
  authority's  chief  executive  officer, general counsel, chief financial
  officer, chief ethics and  compliance  officer,  inspector  general,  or
  comptroller,  or  hold  any other equivalent position while serving as a
  commissioner.
    3. Role and responsibilities of commissioners.  a.  The  commissioners
  shall  promulgate  a  commissioner's oath of office in consultation with
  the chief ethics and compliance officer.
    b. At the time that a commissioner of the  port  authority  takes  and
  subscribes the commissioner's oath of office, or within sixty days after
  the  effective  date of this subdivision if the commissioner has already
  taken and subscribed the commissioner's oath of office, the commissioner
  shall execute a statement declaring that  the  commissioner  understands
  the  commissioner's  independence  and  fiduciary  obligation to perform
  duties and responsibilities to the best of the commissioner's abilities,
  in good faith and with proper diligence and  care  which  an  ordinarily
  prudent  person  in  like position would use under similar circumstances
  and may take into consideration the views and policies  of  any  elected
  officials  or  bodies  and  ultimately apply independent judgment in the
  best interest of the  port  authority,  its  mission,  and  the  public,
  consistent  with  the enabling compact, mission, and by-laws of the port
  authority and the applicable laws of both states; and that the fiduciary
  duty to the port authority is derived from and governed by its mission.
    c.  Individuals  appointed  to  the  board  of   commissioners   shall
  participate  in  training  approved  by  the chief ethics and compliance
  officer in consultation with the inspector general of the port authority
  regarding their legal, fiduciary, financial and ethical responsibilities
  as directors of an authority within six months  of  appointment  to  the
  authority. The commissioners shall participate in continuing training as
  may  be  required  to  remain informed of best practices, regulatory and
  statutory changes relating to the effective oversight of the  management
  and  financial  activities  of  public  authorities and to adhere to the
  highest standards of responsible governance.
    d. (1) A commissioner shall not vote on or participate in any board or
  committee discussions or decisions  with  respect  to  an  item  if  the
  commissioner,  a  member  of  the  commissioner's immediate family, or a
  business in which the commissioner has  an  interest  has  a  direct  or
  indirect financial involvement that may reasonably be expected to impair
  the  commissioner's  objectivity  or  independent  judgment  or that may
  reasonably create the appearance of impropriety.  A  commissioner  shall
  report  such  a  need for recusal to the general counsel when it arises.
  The public shall be informed of any recusals prior to any  board  action
  and the minutes shall clearly reflect that recusal.
    (2) For the purposes of this subdivision, the terms:
    (i)  "immediate  family"  shall  mean:  a  spouse,  parent,  child, or
  sibling; and

    (ii) "interest" shall mean: (A) if  the  business  organization  is  a
  partnership,  the board member or the board member's immediate family is
  a partner or owner  of  ten  percent  or  more  of  the  assets  of  the
  partnership,  or  (B) if the business organization is a corporation, the
  board member or the board member's immediate family owns or controls ten
  percent or more of the stock of the corporation, or serves as a director
  or officer of the corporation.
    e. (1) Notwithstanding any other provision of law to the contrary, the
  commissioners,  officers, and employees of the port authority shall file
  annual financial disclosure statements as provided in this section.
    (2)(i) The commissioners appointed by the governor of the state of New
  York shall file  annual  financial  disclosure  statements  pursuant  to
  section 73-a of the public officers law.
    (ii)  The  commissioners appointed by the governor of the state of New
  Jersey shall file annual financial disclosure statements as required  by
  New Jersey state law or executive order.
    (iii)  In  addition  to  the  financial  disclosures  required  of the
  commissioners, financial disclosures of employees shall, at  a  minimum,
  be  required  of  the  chief  executive  officer,  the  chief ethics and
  compliance officer, the chief financial officer,  the  general  counsel,
  the  comptroller,  treasurer,  and  the inspector general, employees who
  hold policy-making positions as determined by the general counsel of the
  port authority, and employees whose base salary, either in  the  current
  or  previous  year, exceeds $150,000, which amount shall be adjusted for
  inflation annually in accordance with the consumer price index  for  all
  urban  wage  earners  and  clerical workers (CPI-W) as calculated by the
  federal government. These financial disclosures  shall  be  updated  not
  less  than  annually and shall be made available on the port authority's
  website.
    f. The board of commissioners shall:
    (1) adopt a mission statement that the port authority's mission is  to
  meet  the  critical  transportation infrastructure needs of the bi-state
  region's people, businesses,  and  visitors  by  providing  the  highest
  quality  and  most efficient transportation and port commerce facilities
  and services to move people and goods within the region, provide  access
  to  the  nation  and  the  world,  and  promote  the  region's  economic
  development;
    (2) adopt a code of conduct applicable  to  commissioners,  employees,
  and vendors and other contractors with the port authority based upon the
  recommendations  of  the chief ethics and compliance officer that shall,
  at minimum, include the applicable standards established by law in  each
  state;
    (3) establish a whistleblower access and assistance program protecting
  employees from retaliation for disclosing information concerning acts of
  wrongdoing,  misconduct,  malfeasance,  or  other  inappropriate conduct
  based upon the  recommendations  of  the  chief  ethics  and  compliance
  officer;
    (4)  establish  a  policy  requiring  all commissioners, officers, and
  employees with decision-making authority to maintain  records  regarding
  contact  with lobbyists. As used in this subsection: (i) "contact" means
  any conversation, in person or by telephonic or other electronic  means,
  or  correspondence  between  any lobbyist engaged in the act of lobbying
  and any person within the port authority who can  make  or  influence  a
  decision  on  the  subject  of  the  lobbying  on the behalf of the port
  authority, and shall include, at a minimum, all members of the board  of
  commissioners  and  all  officers of the port authority, (ii) "lobbyist"
  shall have the same  meaning  as  defined  in  the  laws  or,  rules  or
  regulations of either state, and (iii) "lobbying" shall mean and include

  any  attempt  to influence: (a) the adoption or rejection of any rule or
  regulation having the force and effect of law by the port authority, (b)
  the outcome of any proceeding by the port authority to  establish,  levy
  or  collect  fees,  tolls,  charges or fares, and (c) the authorization,
  approval or award of  any  agreements,  contracts  or  purchase  orders,
  including  any  settlement  of  port authority claims, or any extension,
  amendment or modification of any existing agreement, contract or  order;
  and
    (5)  have an efficiency study of the port authority and its operations
  conducted by an independent entity within three years of  the  effective
  date of this section and thereafter upon the request of the governors of
  New  York and New Jersey, and if no request is made, no later than three
  years after the most recent efficiency study was conducted.
    4.  Committee.  a.  The  board  of  commissioners  shall  establish  a
  committee  structure that shall include, but need not be limited to, the
  following responsibilities:
    (1)  a  governance  responsibility  to  be  assigned  to  a  committee
  comprised  of not fewer than three commissioners, who shall constitute a
  majority on the committee, and who shall possess the necessary skills to
  undertake  the  governance  duties  and  functions.  It  shall  be   the
  responsibility  of  the  members  of  this  committee to: keep the board
  informed  of  current  best  governance  practices;   review   corporate
  governance  trends;  update  the  port  authority's corporate governance
  principles; examine ethical and conflict  of  interest  issues;  perform
  board  self-evaluations;  investigate  term  limits, reappointments, and
  board  responsibilities;  develop  by-laws  which  include   rules   and
  procedures  for  the  conduct  of  board  business;  and advise the port
  authority  on  the  skills  and  experiences   required   of   potential
  commissioners;
    (2) an audit responsibility to be assigned to a committee comprised of
  not  fewer  than three commissioners, who shall constitute a majority on
  the committee, and who shall possess the necessary skills  to  undertake
  the  audit  duties  and functions. It shall be the responsibility of the
  members of this committee to: recommend to the board the  hiring  of  an
  independent  firm of certified public accountants to audit the financial
  statements of the port authority; establish the compensation to be  paid
  to  the  accounting  firm;  and  provide  direct oversight of the annual
  independent financial audit performed by the accounting firm  hired  for
  auditing  purposes.  Members  of  this  committee shall be familiar with
  corporate financial and accounting practices and  shall  be  financially
  literate  about  applicable  financial  laws,  rules,  regulations,  and
  standard industry practices; and
    (3) a finance responsibility to be assigned to a  committee  comprised
  of  not  fewer than three commissioners, who shall constitute a majority
  on the  committee,  and  who  shall  possess  the  necessary  skills  to
  undertake   the   finance   duties   and  functions.  It  shall  be  the
  responsibility of the members of this committee to oversee  and  approve
  the issuance of debt that the port authority or its subsidiaries issue.
    b.  Every  committee  established  by the board of commissioners shall
  promulgate a written charter to be approved by the board.  Each  charter
  promulgated  in accordance with this subdivision shall be made available
  to the public and posted on the port authority's website.
    5. Whistleblower access and assistance program. a.  The  chief  ethics
  and  compliance  officer shall recommend to the board of commissioners a
  whistleblower access and assistance program to be  administered  by  the
  inspector general which shall include, but not be limited to:
    (1)  establishing toll-free telephone and facsimile lines available to
  employees;

    (2) offering advice regarding employee rights under  applicable  state
  and federal laws and advice and options available to all persons; and
    (3)  offering  an  opportunity  for  employees  to  identify  concerns
  regarding any issue at the port authority. Any communication between  an
  employee  and  the  inspector  general pursuant to this section shall be
  held strictly confidential by the inspector general, unless the employee
  specifically waives in writing the right to confidentiality, except that
  such  confidentiality  shall  not  exempt  the  inspector  general  from
  disclosing   such  information,  where  appropriate,  to  the  board  of
  commissioners and/or any law enforcement authority.
    b. The port authority shall  not  fire,  discharge,  demote,  suspend,
  threaten,  harass,  or  discriminate  against an employee because of the
  employee's role as a whistleblower, insofar as the actions taken by  the
  employee are legal.
    c. As used in this subdivision:
    (1)  "Employees"  means  those persons employed at the port authority,
  including but not limited to: full-time and part-time  employees,  those
  employees on probation, and temporary employees.
    (2)  "Whistleblower"  means  any  employee  of  the port authority who
  discloses  information  concerning  acts  of   wrongdoing,   misconduct,
  malfeasance,  or  other  inappropriate  behavior by an employee or board
  member  of  the  port  authority,  concerning   the   port   authority's
  investments,  travel,  acquisition  of  real  or  personal property, the
  disposition of real or personal property, or the  procurement  of  goods
  and services.
    6.  Inspector  general.  a. The inspector general shall be responsible
  for receiving  and  investigating,  where  appropriate,  all  complaints
  regarding  fraud,  waste,  and  abuse  by  commissioners,  officers, and
  employees of the port authority or third-parties doing business with the
  port authority.  The inspector general shall  also  be  responsible  for
  conducting  investigations  upon the inspector general's own initiative,
  as the inspector general shall deem appropriate.
    b. The inspector general shall inform the board of  commissioners  and
  the  chief  executive  officer  of allegations received by the inspector
  general and the  progress  of  investigations  related  thereto,  unless
  special circumstances require confidentiality;
    c.  The  inspector general shall determine with respect to allegations
  received by the inspector general whether disciplinary action  or  civil
  prosecution by the port authority is appropriate, and whether the matter
  should  be  referred  to  an appropriate governmental agency for further
  action;
    d. The inspector general shall  prepare  and  make  available  to  the
  public  written  reports of completed investigations, as appropriate and
  to the extent permitted by law, subject to redactions to protect a  need
  for  confidentiality.  The  release of all or portions of reports may be
  deferred to protect the confidentiality of ongoing investigations.
    e. The inspector general shall have the power to:
    (1) administer oaths or affirmations and examine witnesses under oath;
    (2) require the production of any books and papers deemed relevant  or
  material to any investigation, examination or review;
    (3)  notwithstanding  any  law  to  the  contrary, examine and copy or
  remove documents or records of any kind prepared, maintained or held  by
  the port authority and its subsidiaries;
    (4)  interview  any  officer  or employee of the port authority or its
  subsidiaries on any matter related to the performance of such officer or
  employee's official duties. To the  extent  that  any  portion  of  this
  paragraph  is  inconsistent  with any current contractual obligations of
  the port authority, this paragraph shall  not  be  applicable  to  those

  obligations  until  the  earliest  expiration  of  those terms under the
  contract;
    (5)   monitor   the  implementation  by  the  port  authority  of  any
  recommendations made by the inspector general; and
    (6) perform any other functions that are necessary or  appropriate  to
  fulfill the duties and responsibilities of office.
    7.  Open meetings. a. All meetings of the port authority shall be open
  to  the  public  and  members  of  the  news  media,  individually   and
  collectively,  for  the  purpose  of  observing  the full details of all
  phases of the deliberation, policy-making, and  decision-making  of  the
  board,  except  for  an executive session initiated upon a majority vote
  taken  in  an  open  meeting  pursuant  to  a  motion.  The   board   of
  commissioners may exclude the public only from that portion of a meeting
  at which the board of commissioners discusses any:
    (1) matter in which the release of information would impair a right to
  receive funds from government of the United States;
    (2)  material  the disclosure of which would constitute an unwarranted
  invasion of individual or personal privacy;
    (3) collective bargaining agreement, or the terms and conditions which
  are proposed for  inclusion  in  any  collective  bargaining  agreement,
  including  the  negotiation  of  the  terms  and conditions thereof with
  employees or representatives of employees of the port authority;
    (4) matter involving the  purchase,  lease,  or  acquisition  of  real
  property   with  port  authority  funds,  the  proposed  acquisition  of
  securities, the  sale  or  exchange  of  securities  held  by  the  port
  authority,  or  the  investment  of  port  authority  funds,  if  public
  discussion of the matter would adversely affect the public interest;
    (5) matter which would imperil the public safety if disclosed;
    (6) pending or anticipated litigation or contract negotiation in which
  the port authority is, or may become, a party, or matters falling within
  the attorney-client privilege, to the  extent  that  confidentiality  is
  required for the attorney to exercise the attorney's ethical duties as a
  lawyer;
    (7)  contract  negotiations disclosure of which would imperil the port
  authority's  position  or  an  outcome  in  the  best  interest  of  the
  authority, its mission, and the public;
    (8)  matter  involving  the  employment,  appointment,  termination of
  employment, terms  and  conditions  of  employment,  evaluation  of  the
  performance  of,  promotion  or disciplining of any specific prospective
  officer or employee or current officer or employee employed or appointed
  by the port authority, unless all the individual employees or appointees
  whose rights could be adversely affected request  in  writing  that  the
  matter or matters be discussed at a public meeting; or
    (9)  deliberation  of  the  port  authority  occurring  after a public
  hearing that may result in the imposition of a  specific  civil  penalty
  upon  the  responding  party  or  the suspension or loss of a license or
  permit belonging to the responding party  as  a  result  of  an  act  of
  omission for which the responding party bears responsibility.
    b.  The  port  authority  shall  make meeting agendas available to the
  public at least 72 hours before each  meeting  of  the  board  and  each
  meeting  of  each  committee. In addition, the port authority shall send
  via electronic mail the agenda and  public  documents  pertaining  to  a
  board  or  committee  meeting  to  the public information office of each
  state's legislature at least 72 hours before the meeting. Public  notice
  of  the  time  and  place  of a meeting shall be provided to appropriate
  media outlets, shall be conspicuously posted in one or  more  designated
  areas,  and  shall  be  conspicuously  posted  via  the port authority's
  official website at least five business days before the meeting.

    c. The port authority shall make available to the public documents  in
  the  following  manner:  the agenda and public documents pertaining to a
  board or committee meeting shall be available for public  inspection  at
  an  office  of  the  port authority; and the agenda and public documents
  pertaining  to  a board or committee meeting shall be posted on the port
  authority's website.
    d. At each public meeting of the board and at each public  meeting  of
  each  committee,  the  public  shall  be allotted at least 30 minutes to
  speak on any topic on the agenda. The board or  committee  shall  expand
  the  comment time when necessary to provide a reasonable opportunity for
  the public to comment. The public speaking period shall take place prior
  to any board or committee action.
    e. The port authority shall keep reasonably comprehensible minutes  of
  all  its  meetings  showing the time and place, the members present, the
  subjects considered, the actions taken, and the vote of each member. The
  minutes shall be available to the public within two weeks from the  date
  of  the  meeting  to  the  extent  that  public  disclosure shall not be
  inconsistent with paragraph a of this  subdivision.  The  minutes  shall
  indicate  for  each item on the agenda the vote or recusal of each board
  member in attendance at an open meeting, or an executive session of  the
  board  or  a  committee  of  the board. Each item on the agenda shall be
  voted on separately.
    8. Barrier-free access. The port authority shall make or cause  to  be
  made  all  reasonable  efforts  to  ensure  that  meetings  are  held in
  facilities that permit  barrier-free  physical  access  to  people  with
  disabilities.  If  the  board  determines  to  use video conferencing or
  similar  technology  to  conduct  its  meeting,  it  shall  provide   an
  opportunity for the public to attend, listen and observe such a meeting.
    * NB  Effective  upon  the enactment into law of legislation having an
  identical effect by the state of New Jersey
                                 ARTICLE V.
    The commissioners shall, for the purpose of doing business, constitute
  a board and may adopt suitable by-laws for its management.
 
                                 ARTICLE VI.
    The port  authority  shall  constitute  a  body,  both  corporate  and
  politic,  with  full  power  and authority to purchase, construct, lease
  and/or operate any  terminal  or  transportation  facility  within  said
  district;  and  to make charges for the use thereof: and for any of such
  purposes to own, hold, lease and/or operate real or  personal  property,
  to  borrow  money  and secure the same by bonds or by mortgages upon any
  property held or to be held by it. No property now or  hereafter  vested
  in  or  held  by either state, or by any county, city, borough, village,
  township or other municipality, shall be taken by  the  port  authority,
  without  the  authority or consent of such state, county, city, borough,
  village, township or  other  municipality,  nor  shall  anything  herein
  impair  or  invalidate in any way any bonded indebtedness of such state,
  county, city, borough, village,  township  or  other  municipality,  nor
  impair  the  provisions of law regulating the payment into sinking funds
  of revenues derived from municipal property, or dedicating the  revenues
  derived from any municipal property to a specific purpose.
    The  powers granted in this article shall not be exercised by the port
  authority until the legislatures of both states shall have approved of a
  comprehensive plan for  the  development  of  the  port  as  hereinafter
  provided.
 
                                ARTICLE VII.

    The port authority shall have such additional powers and duties as may
  hereafter  be  delegated  to or imposed upon it from time to time by the
  action  of  the  legislature  of  either  state  concurred  in  by   the
  legislature  of the other. Unless and until otherwise provided, it shall
  make  an  annual report to the legislature of both states, setting forth
  in detail the operations and transactions conducted by  it  pursuant  to
  this  agreement and any legislation thereunder. The port authority shall
  not pledge the credit of either state except by and with  the  authority
  of the legislature thereof.
 
                               * ARTICLE VII-A
    The  port  authority  shall  file  with  the  temporary  president and
  minority leader of the senate and the speaker and minority leader of the
  assembly, the chairman of the assembly ways and means committee and  the
  chairman  of  the  senate finance committee of the state of New York and
  the president, minority leader and  secretary  of  the  senate  and  the
  speaker,  minority leader and clerk of the general assembly of the state
  of New Jersey a copy of the minutes of any action taken  at  any  public
  meeting of the port authority. Such filing shall be made on the same day
  such  minutes  are transmitted to the governor of each state for review;
  and notice of such filing shall be provided  to  the  governor  of  each
  state  at the same time. Failure to effectuate any such filing shall not
  impair the ability of the authority to act pursuant to a  resolution  of
  its  board.  Such  filing  shall not apply to any minutes required to be
  filed pursuant to section twenty of chapter six hundred fifty-one of the
  laws of nineteen hundred seventy-eight.
    The temporary president and minority leader of the senate, the speaker
  and minority leader of the assembly, the chairman of the  assembly  ways
  and  means committee and the chairman of the senate finance committee of
  the state of New York and the speaker and minority leader of the general
  assembly and the president and the minority leader of the senate of  the
  state  of  New  Jersey, or representatives designated by them in writing
  for this purpose, may by certificate filed with  the  secretary  of  the
  port  authority  waive  the foregoing filing requirement with respect to
  any specific minutes.
    * NB Effective pending passage of identical legislation by  the  state
  of New Jersey
                               * ARTICLE VII-B
    1.  Needs  assessment.  The  port authority shall require that a needs
  assessment be conducted by an independent entity prior to  any  increase
  in  tolls  for  the use of any port authority bridge or tunnel, or fares
  for the use of the port authority trans-Hudson corporation rail  system.
  The assessment shall be presented by the independent entity to the board
  of  commissioners  at  a  public meeting to be held at least ninety days
  prior to any meeting of the  board  of  commissioners  to  vote  to  any
  increase  in  the  tolls  for  the  use  of any port authority bridge or
  tunnel, or  fares  for  the  use  of  the  port  authority  trans-Hudson
  corporation rail system.
    2.  Public  hearings.  Not less than 30 days and not more than 90 days
  prior to any vote or action taken by the board of commissioners relating
  to any increase in the tolls for the use of any port authority bridge or
  tunnel, or  fares  for  the  use  of  the  port  authority  trans-Hudson
  corporation  rail  system, the port authority shall conduct at least six
  public hearings in the manner prescribed as follows:
    a. Locations for public hearings shall be selected in such a way as to
  be geographically accessible to a majority of users of the  facility  or
  facilities to be impacted by the toll or fare increase, as determined by

  port authority data, provided that at least one hearing shall be held in
  each state.
    b.  At  least  72 hours before the first hearing held pursuant to this
  section,  the  port  authority  shall  make  the  following  information
  available  to  the  public,  including  posting  on the port authority's
  official website:
    (1) a written explanation of why the increase in  tolls  or  fares  is
  necessary;
    (2)  the  amount of revenue expected to be generated from the increase
  in tolls or fares; and
    (3) a detailed  explanation  of  how  the  revenues  raised  from  the
  increase in tolls or fares is expected to be spent.
    c.  Each  hearing shall be attended by at least two commissioners from
  New York and two commissioners from New Jersey in office at the time  of
  the hearing.
    d.  The port authority shall hold no more than one public hearing in a
  single day, and at least  one-half  of  the  public  hearings  shall  be
  scheduled to begin after 6:30 p.m., eastern standard time, on a weekday.
    e.  The  port authority shall ensure that each of the requirements set
  forth in this subdivision shall be complied with before placing  on  the
  meeting agenda of the board of commissioners any item or matter relating
  to an increase in tolls or fares.
    3.  Subsidiaries  of  the  port authority. a. The port authority shall
  provide notice to the governor of each state,  the  majority  leader  of
  each  house  of  the legislature of each state, the chair of the finance
  committee of New York, the chair of the senate budget and appropriations
  committee of New Jersey, the chair of assembly ways and means  committee
  of New York, and the chair of the budget committee of New Jersey that it
  will  be  creating  a  subsidiary  no  less  than  60  days prior to the
  formation of the subsidiary.
    b. The creation of a subsidiary corporation shall be approved  by  the
  board of commissioners.
    c.  On  or  before the first day of January, two thousand sixteen, and
  annually thereafter, any subsidiary corporation, in cooperation with the
  port authority, shall provide to the governor and  legislature  of  each
  state  a report on the subsidiary corporation. Such report shall include
  for each subsidiary:
    (1) The complete legal name, address and contact  information  of  the
  subsidiary;
    (2) The structure of the organization of the subsidiary, including the
  names and titles of each of its members, directors and officers, as well
  as a chart of its organizational structure;
    (3)  The  complete  by-laws  and  legal  organization  papers  of  the
  subsidiary;
    (4) A complete report of the purpose, operations, mission and projects
  of the subsidiary; and
    (5) Any other information the subsidiary corporation  deems  important
  to include in such report.
    * NB  Effective  upon  the  enactment  into  law legislation having an
  identical effect by the state of New Jersey
 
                               * ARTICLE VII-C
 
  1. Annual reporting. The port authority shall  publish  a  comprehensive
  annual  financial  report, submitted annually to the governors and state
  legislatures of New York and New Jersey and made available on  the  port
  authority's  website  within  120 days after the end of its fiscal year.
  The annual report  shall  include  the  agency's  financial  statements,

  statistical  and  other  regional  data, and a narrative of the agency's
  activities during the year  of  the  report.  The  annual  report  shall
  include:
    a.  an  introductory section including: (1) a letter of transmittal to
  the governors of New York and New Jersey; (2) information regarding  the
  board   of   commissioners,   port   authority  officers  and  executive
  management; (3) a letter to the board of commissioners  from  the  chief
  executive   officer   of   the  port  authority  highlighting  important
  developments; (4) a description of major  agency  activities  undertaken
  during  the  prior  year; and (5) a letter to the board of commissioners
  from the chief financial officer of the port authority with  respect  to
  the consolidated financial statements of the port authority.
    b. a financial section including: (1) an independent auditor's report;
  (2)  management's discussion and analysis; (3) financial statements; (4)
  its financial reports certified by  the  chair  and  vice-chair  of  the
  board,  chief executive officer, and chief financial officer of the port
  authority, including (a) audited financials in accordance with generally
  accepted accounting  principles,  known  as  GAAP,  and  the  accounting
  standards  issued  by the governmental accounting standards board, known
  as GASB, (b) grant and subsidy programs, (c) current ratings, if any, of
  its bonds issued by  recognized  bond  rating  agencies  and  notice  of
  changes in such ratings, and (d) long-term liabilities, including leases
  and  employee  benefit  plans;  (5)  a  schedule  of its bonds and notes
  outstanding at the end of its fiscal year, together with a statement  of
  the  amounts  redeemed and incurred during such fiscal year as part of a
  schedule of debt issuance that includes  the  date  of  issuance,  term,
  amount, interest rate and means of repayment including all refinancings,
  calls, refundings, defeasements and interest rate exchange or other such
  agreements;  and  (6) at a minimum a four-year financial plan, including
  (a) a current and projected capital budget, and (b) an operating  budget
  report,  including  an  actual versus estimated budget, with an analysis
  and measurement of financial and operating performance.
    c. a statistical section presenting additional information as  context
  for   further   understanding   of  the  information  in  the  financial
  statements, note disclosures  and  schedules,  including  (1)  financial
  trends;   (2)  debt  capacity;  (3)  operating  and  service  data;  (4)
  information on port authority operating results; (5) information on port
  authority capital program components; (6) information on port  authority
  facility traffic; and (7) selected statistical, demographic and economic
  data on the New York-New Jersey metropolitan region.
    d.  a  corporate information section providing: (1) a list of all real
  property of the port authority; (2) a list and full description of  real
  property  and  personal  property  that has a sale price of over $10,000
  disposed of during the period, including the price received by the  port
  authority  and  the  name  of the purchaser for all property sold by the
  port authority during the period; (3) a compensation schedule that shall
  include, by position, title and name of the person holding such position
  or title, the salary, compensation, allowance and/or  benefits  provided
  to  any officer, director or employee in a decision making or managerial
  position of such authority whose base salary is in excess  of  $150,000;
  (4)   biographical  information,  not  including  confidential  personal
  information, for all directors  and  officers  and  employees  for  whom
  salary reporting is required; (5) a description of the authority and its
  board  structure,  including  (a)  names  of  committees  and  committee
  members, (b) lists of board meetings and attendance, (c) descriptions of
  major authority units, subsidiaries, and (d) number  of  employees;  (6)
  its  mission  statement,  charter,  if  any,  and  by-laws;  and  (7)  a

  description of  any  material  pending  litigation  in  which  the  port
  authority is involved as a party during the reporting year.
    2.  Audits  and  financial  statements.  a.  The  port authority shall
  prepare financial statements on an  annual  basis,  in  accordance  with
  generally  accepted  accounting  principles,  known  as  GAAP,  and  the
  accounting standards issued by  the  governmental  accounting  standards
  board, known as GASB.
    b.  The  audit  committee  of  the  board of commissioners of the port
  authority shall arrange for an  independent  firm  of  certified  public
  accountants  to perform an audit of the financial statements of the port
  authority each year, in accordance with  generally  accepted  accounting
  principles  and standards referenced in paragraph a of this subdivision.
  Each independent firm of certified public accountants that performs  any
  audit  required  by  this  article  shall  timely  report  to  the audit
  committee of the port authority: (1) all  critical  accounting  policies
  and practices to be used; and (2) other material written communications,
  that  is not privileged or confidential, between the independent firm of
  certified public accountants and the management of the  port  authority,
  including the management letter along with management's response or plan
  of  corrective  action,  material  corrections identified or schedule of
  unadjusted differences.
    c. Every financial statement prepared  pursuant  to  this  subdivision
  shall  be  approved by the board of commissioners. As a condition to the
  issuance of the annual financial statements of the port  authority,  the
  chief  executive  officer  and  the  chief financial officer of the port
  authority shall be required to make  a  written  certification  to  that
  effect  that,  to  the best of their knowledge and belief, the financial
  and other  information  in  the  consolidated  financial  statements  is
  accurate  in  all  material  respects  and has been reported in a manner
  designed to present fairly the port authority's net assets,  changes  in
  net  assets,  and  cash  flows,  in  accordance  with generally accepted
  accounting principles and standards referenced in paragraph  a  of  this
  subdivision;  and,  that on the basis that the cost of internal controls
  should not outweigh their benefits, the port authority has established a
  comprehensive framework of internal controls to protect its assets  from
  loss, theft, or misuse, and to provide reasonable (rather than absolute)
  assurance  regarding  the  reliability  of  financial  reporting and the
  preparation of the consolidated financial statements in accordance  with
  generally  accepted  accounting  principles  and standards referenced in
  paragraph a of this subdivision.
    d. Notwithstanding any other provision of law  to  the  contrary,  the
  port  authority shall not contract with an independent firm of certified
  public accountants for audit services to the authority if  the  lead  or
  coordinating  audit partner having primary responsibility for the audit,
  or the audit partner responsible for reviewing the audit, has  performed
  audit services for the two previous fiscal years of such authority.
    e.  The port authority shall not contract with the independent firm of
  certified public accountants performing the port authority's  audit  for
  any  non-audit  services  to  such  authority contemporaneously with the
  audit, unless receiving previous written approval by the audit committee
  including: (1) bookkeeping or other services related to  the  accounting
  records  or  financial  statements  of  such  authority;  (2)  financial
  information  systems  design  and  implementation;  (3)   appraisal   or
  valuation  services, fairness opinions, or contribution-in-kind reports;
  (4) actuarial services; (5) internal  audit  outsourcing  services;  (6)
  management functions or human services; (7) broker or dealer, investment
  advisor,  or  investment  banking  services;  and (8) legal services and
  expert services unrelated to the audit.

    f. The port authority shall not contract with an independent  firm  of
  certified  public  accountants  for  any  audit  service  if  the  chief
  executive officer, comptroller, chief financial officer,  treasurer,  or
  any  other  person  serving in an equivalent position for the authority,
  was  employed  by  that independent firm of certified public accountants
  and participated in any capacity in the audit of  the  authority  during
  the one year period preceding the date of the initiation of the audit.
    3.  The  port  authority  shall  make accessible to the public via its
  website an executive summary of its most recent independent audit report
  unless such information is exempt from  disclosure  pursuant  to  either
  state's freedom of information laws.
    * NB  Effective  upon  the  enactment  into  law legislation having an
  identical effect by the state of New Jersey
 
                               * ARTICLE VII-D
 
    1. Property disposition.  Any  sale  of  real  property  by  the  port
  authority  shall  be undertaken and conducted pursuant to the provisions
  of the existing laws governing the sale of real  property  by  the  port
  authority  in  the  state  in which such real property is located and by
  approval of the board of commissioners.
    a. No disposition of real property, or any interest in real  property,
  shall be made unless an appraisal of the value of such real property has
  been  made by an independent appraiser and included in the record of the
  transaction, and, provided further, that no  disposition  of  any  other
  real  property,  which  because  of  its  unique  nature  or  the unique
  circumstances of the proposed  transaction  is  not  readily  valued  by
  reference  to  an active market for similar real property, shall be made
  without a similar appraisal.
    b. Disposal of real property for  less  than  fair  market  value.  No
  property  owned,  leased,  or  otherwise  in  the  control  of  the port
  authority may be sold, leased, or otherwise alienated for less than  its
  fair market value unless:
    (i)  the  transferee  is  a government or other public entity, and the
  terms and conditions of the transfer require that the ownership and  use
  of the real property will remain with the government or any other public
  entity; or
    (ii)  the  purpose  of the transfer is within the purpose, mission, or
  governing statute of the port authority and a written  determination  is
  made  by  the  board  of  commissioners  that  there  is  no  reasonable
  alternative to the proposed below-market transfer that would achieve the
  same purpose of such  transfer,  prior  to  board  approval  of  such  a
  transfer.
    c.  The  board shall adopt, within six months of the effective date of
  this article, appropriate rules and regulations concerning  disposition,
  acquisition,  and  transfer  of  real  property  or any interest in real
  property by the port authority which shall,  at  a  minimum,  include  a
  requirement  that  the  following  information  be made available to the
  board  of  commissioners  at  the  meeting  where  approval  of  such  a
  disposition, acquisition or transfer is scheduled:
    (i) a full description of the property;
    (ii)  a description of the purpose of the disposition, acquisition, or
  transfer;
    (iii) a statement of the value to be received from such a disposition,
  acquisition, or transfer;
    (iv)  the  names  of  any  private  parties   participating   in   the
  disposition, acquisition, or transfer; and

    (v)  in  the  case of a property disposition for less than fair market
  value, an explanation and  a  written  determination  by  the  board  of
  commissioners  that  there  is no reasonable alternative to the proposed
  below-market  value  that  would  achieve  the  same  purpose  of   such
  disposition.
    d.  Not  less  than ten days in advance of any meeting of the board of
  commissioners of the port authority at which the board of  commissioners
  is to consider an action to authorize the sale of real property owned by
  the  port  authority,  the chief executive officer of the port authority
  shall provide public notice of such proposed action along with  relevant
  material  terms  and  provisions of such sale including, but not limited
  to, the information made available  pursuant  to  paragraph  c  of  this
  subdivision, by posting on the port authority's website.
    e.  The chief executive officer may authorize or arrange for contracts
  for the sale of personal property owned by the port authority or arrange
  for contracts for the sale  of  personal  property  owned  by  the  port
  authority  upon such terms and conditions as the chief executive officer
  may deem proper and execute the same on behalf  of  the  port  authority
  where  the  value  of  such  personal  property  is not in excess of one
  million dollars; provided, however, that  personal  property  valued  at
  more than $250,000 shall not be sold by authority of the chief executive
  officer  other  than  to  the highest bidder after public advertisement.
  Where the value of such personal property is in  excess  of  $1,000,000,
  the   sale  of  such  property  must  be  authorized  by  the  board  of
  commissioners of the port authority upon such  terms  as  the  board  of
  commissioners may deem proper.
    f.  The  port authority may retain brokers or third-party vendors that
  facilitate online auctions, or assist in disposing of surplus  real  and
  personal property of the port authority.
    2.  Debt  issuance.  a.  The  issuance  of  any  bonds, notes or other
  instruments of indebtedness by the port authority shall be undertaken in
  a manner consistent with applicable laws governing  the  port  authority
  and  covenants  with the holders of the port authority's bonds, notes or
  other instruments of indebtedness.
    b. At least sixty days prior to the end of its fiscal year,  the  port
  authority   shall   submit  to  the  governor,  state  comptroller,  and
  legislature of each state a  statement  of  intent  in  regards  to  the
  issuance   of  and  overall  amount  of  bonds,  notes,  or  other  debt
  obligations anticipated, at the time the statement is submitted,  during
  the next fiscal year.
    3.  Capital  plan.  The  port authority shall adopt a ten-year capital
  plan that is  developed  using  a  comprehensive  planning  process  and
  risk-based  prioritization  that  considers asset condition, operational
  and  revenue  impact,  threat  assessment,  customer  service,  regional
  benefit,  and  regulatory  or  statutory  requirements. The capital plan
  shall be dependent upon the availability of sufficient funding and other
  resources to pursue the  capital  projects  proposed  for  the  ten-year
  period.  Performance  progress  and  revisions  to  reflect  changes  in
  programs, policies and projects and the environment in  which  the  port
  authority operates shall be reviewed regularly by a committee designated
  by  the  board  of  commissioners, and the capital plan shall be revised
  periodically as necessary and appropriate, and shall  be  reviewed  with
  the board of commissioners annually. The port authority shall publish an
  annual report on the status of the capital program and such report shall
  be  made  publicly  available  on the port authority's website. Prior to
  adoption of a capital plan, the port authority shall make such  proposed
  plan  available for public review and comments on its public website for
  at least two weeks prior to approval, and all comments received  are  to

  be  distributed  to  the  board  of  commissioners  for  review prior to
  consideration of the capital plan.
    4.  Operating  budget.  The  port  authority  shall prepare a detailed
  annual operating budget beginning with the fiscal year commencing  after
  the  effective  date of the chapter of the laws of 2015 which added this
  article. A preliminary annual operating budget shall  be  made  publicly
  available  on  the port authority's website in July of every fiscal year
  and a final annual operating budget shall be made publicly available  in
  February of each fiscal year.
    * NB  Effective  upon  the  enactment  into  law legislation having an
  identical effect by the state of New Jersey
 
                                ARTICLE VIII.
    Unless and until otherwise provided, all laws now or hereafter vesting
  jurisdiction or control in the public service commission, or the  public
  utilities  commission,  or  like  body,  within each state respectively,
  shall apply to railroads and to any transportation,  terminal  or  other
  facility  owned,  operated, leased or constructed by the port authority,
  with the same force and effect as if such railroad,  or  transportation,
  terminal  or  other facility were owned, leased, operated or constructed
  by a private corporation.
 
                                 ARTICLE IX.
    Nothing contained in this agreement shall impair  the  powers  of  any
  municipality to develop or improve port and terminal facilities.
 
                                 ARTICLE X.
    The  legislatures  of  the  two  states,  prior to the signing of this
  agreement, or thereafter as soon as may be  practicable,  will  adopt  a
  plan or plans for the comprehensive development of the port of New York.
 
                                 ARTICLE XI.
    The  port  authority  shall  from  time  to  time  make  plans for the
  development of said district, supplementary to or amendatory of any plan
  theretofore adopted, and when  such  plans  are  duly  approved  by  the
  legislatures  of  the two states, they shall be binding upon both states
  with the same force and effect as if incorporated in this agreement.
 
                               * ARTICLE XI-A
    Notwithstanding any other provision of  law  to  the  contrary,  every
  action against the authority for damages or injuries to real or personal
  property,  or  for  the destruction thereof, or for personal injuries or
  wrongful death shall not be commenced unless a  notice  of  claim  shall
  have  been  served  on  the  authority in the manner provided for in the
  state where  the  action  is  commenced,  and  in  compliance  with  the
  pertinent  statutes of the state relating generally to actions commenced
  against that state and in compliance with all the  requirements  of  the
  laws  of  that  state.  Where  such  state's  law permits service upon a
  department of that state in lieu of  service  upon  the  public  entity,
  service  may  be  made  pursuant  to  such  law. Except in an action for
  wrongful death against such an entity, an  action  for  damages  or  for
  injuries  to  real or personal property, or for the destruction thereof,
  or for personal injuries, alleged to have been sustained, shall  not  be
  commenced  more  than one year and ninety days after the cause of action
  therefor  shall  have  accrued  or  within  the  time  period  otherwise
  prescribed  by  any special provision of law of that state, whichever is
  longer.

    * NB Effective upon enactment of legislation of  identical  effect  by
  the state of New Jersey or June 15, 2013, whichever is later
                                ARTICLE XII.
    The  port  authority may from time to time make recommendations to the
  legislatures of the two states or to the congress of the United  States,
  based  upon  study  and analysis, for the better conduct of the commerce
  passing  in  and  through  the  port  of  New  York,  the  increase  and
  improvement  of  transportation and terminal facilities therein, and the
  more economical and expeditious handling of such commerce.
 
                                ARTICLE XIII
    The port authority may petition any interstate commerce commission (or
  like body), commissioner of transportation, public utilities  commission
  (or  like  body),  or  any  other  federal,  municipal,  state  or local
  authority, administrative, judicial or legislative, having  jurisdiction
  in  the  premises,  after  the  adoption  of  the  comprehensive plan as
  provided for in article ten, for  the  adoption  and  execution  of  any
  physical  improvement,  change in method, rate of transportation, system
  of handling freight, warehousing, docking,  lightering  or  transfer  of
  freight, which, in the opinion of the port authority, may be designed to
  improve or better the handling of commerce in and through said district,
  or  improve  terminal  and  transportation  facilities  therein.  It may
  intervene in any proceeding affecting the commerce of the port.
 
                                ARTICLE XIV.
    The  port  authority  shall  elect  from  its   number   a   chairman,
  vice-chairman,  and  may  appoint  such officers and employees as it may
  require for the performance of its duties, and shall fix  and  determine
  their qualifications and duties.
 
                                 ARTICLE XV.
    Unless  and  until  the revenues from operations conducted by the port
  authority are adequate to meet all expenditures, the legislatures of the
  two states shall  appropriate,  in  equal  amounts,  annually,  for  the
  salaries,  office and other administrative expenses, such sum or sums as
  shall be recommended by the port authority and approved by the governors
  of the two states, but each state obligates itself hereunder only to the
  extent of one hundred thousand dollars in any one year.
 
                                ARTICLE XV-A
    1. The legislature finds and declares that the right of the public  to
  be present at meetings of the port authority of New York and New Jersey,
  and  to  witness  in  full detail all phases of the deliberation, policy
  formulation, and decision making of  the  authority,  is  vital  to  the
  enhancement  and  proper functioning of the democratic process, and that
  secrecy in  public  affairs  undermines  the  faith  of  the  public  in
  government  and  the  public's effectiveness in fulfilling its role in a
  democratic society; and declares it to be  the  public  policy  of  this
  state  to  insure  the  right  of  its citizens to have adequate advance
  notice of and the right to attend all meetings of the authority at which
  any business affecting the public is discussed or acted upon in any  way
  except  only  in those circumstances where otherwise the public interest
  would be clearly endangered or the personal privacy of guaranteed rights
  of individuals would be clearly in danger of unwarranted invasion.
    * 2. As used in this act:
    a. "Board" means the board of commissioners of the Port  Authority  of
  New York and New Jersey.

    b.  "Meeting"  means  any  gathering, whether corporeal or by means of
  communication equipment, which is attended by, or open  to,  the  board,
  held  with  the  intent,  on  the  part of the board members present, to
  discuss or act as a unit  upon  the  specific  public  business  of  the
  authority. "Meeting" does not mean a gathering (1) attended by less than
  an  effective  majority  of the board, or (2) attended by or open to all
  the members of three or more similar public bodies at  a  convention  or
  similar gathering.
    c. "Public business" mean matters which relate in any way, directly or
  indirectly, to the performance of the functions of the port authority of
  New York and New Jersey or the conduct of its business.
    * NB  Effective  until the enactment into law of legislation having an
  identical effect by the state of New Jersey
    * 2. As used in this act:
    a. "Board" means the board of commissioners of the Port  Authority  of
  New York and New Jersey.
    b.   "Committee"   or   "committees"   means  any  standing  committee
  established by the board tasked with, including, but not limited to, the
  audit   responsibility,   governance    responsibility    and    finance
  responsibility required to be established pursuant to this act.
    c.  "Meeting"  means  any  gathering, whether corporeal or by means of
  communication equipment, which is attended by, or open  to,  the  board,
  held  with  the  intent,  on  the  part of the board members present, to
  discuss or act as a unit  upon  the  specific  public  business  of  the
  authority. "Meeting" does not mean a gathering (1) attended by less than
  a effective majority of the board, or (2) attended by or open to all the
  members  of  three  or  more  similar  public  bodies at a convention or
  similar gathering.
    d. "News  media"  means  persons  representing  major  wire  services,
  television  news  services,  radio news services and newspapers, whether
  located in the state of New York or New Jersey or any other state.
    e. "Public business" mean matters which relate in any way, directly or
  indirectly, to the performance of the functions of the port authority of
  New York and New Jersey or the conduct of its business.
    * NB Effective upon the enactment into law of  legislation  having  an
  identical effect by the state of New Jersey
    * 3.  The  board  shall  adopt  and  promulgate  appropriate rules and
  regulations concerning the right of the public to be present at meetings
  of the authority. The board may incorporate in its rules and regulations
  conditions under which it may exclude the public from  a  meeting  or  a
  portion thereof.
    Any  rules or regulations adopted hereunder shall become a part of the
  minutes of the port authority of New York and New Jersey  and  shall  be
  subject  to  the approval of the governor of New Jersey and the governor
  of New York.
    * NB Effective until the enactment into law of legislation  having  an
  identical effect by the state of New Jersey
    * 3.  a.  The  board shall, within six months of the effective date of
  the chapter of the laws of 2015 that  amended  this  subdivision,  adopt
  appropriate rules and regulations concerning proper notice to the public
  and  the  news media of its meetings and the right of the public and the
  news media to be present at meetings of the  authority.  The  board  may
  incorporate  in  its rules and regulations conditions under which it may
  exclude the public from a meeting or a portion thereof.
    b. Any rules or regulations adopted hereunder shall become a  part  of
  the  minutes  of the port authority of New York and New Jersey and shall
  be subject to the approval  of  the  governor  or  New  Jersey  and  the
  governor of New York.

    * NB  Effective  upon  the enactment into law of legislation having an
  identical effect by the state of New Jersey
 
                               * ARTICLE XV-B.
 
    1.  Notwithstanding  any provision to the contrary, the records of the
  port authority shall be open to the public in accordance with  the  laws
  of  New  York,  articles  6  and 6-A of the public officers law, and New
  Jersey, P.L. 1963, c.  73  (C.  47:1A-1  et  seq.),  pertaining  to  the
  disclosure of government records.
    2.  When there is an inconsistency between the law of the state of New
  York and the law of the state of New Jersey, the law of the  state  that
  provided  the  greatest rights of access on the date that the chapter of
  the laws of 2014 that added this article became a law shall apply.
    3. The provisions of article 78 of the civil practice law and rules of
  the state of New York or P.L. 1963, c. 73 (C. 47:1A-1 et seq.),  of  the
  laws of New Jersey, as applicable, shall apply to enforce the provisions
  of this article.
    *  NB  Effective and Repealed pending passage of identical legislation
  by the state of New Jersey
                               * ARTICLE XV-B
    Notwithstanding any law to the contrary, the port authority  shall  be
  deemed  an  "agency" and treated as such under the laws of New York, for
  all purposes under articles six and six-A of the  public  officers  law,
  and  shall  be  deemed  a  "public agency" and treated as such under New
  Jersey, P.L.  1963,  c.  73  (C.47:1A-1  et  seq.),  pertaining  to  the
  disclosure of government records.
    *  NB  Effective pending passage of identical legislation by the state
  of New Jersey
 
                                 ARTICLE XVI
    Unless  and  until  otherwise  determined  by  the   action   of   the
  legislatures of the two states, no action of the port authority shall be
  binding unless taken at a meeting at which at least three of the members
  from  each  state are present, and unless a majority of the members from
  each state present at such meeting but in any event at  least  three  of
  the  members  from  each  state, shall vote in favor thereof. Each state
  reserves the right to provide by law for the exercise of a veto power by
  the governor thereof over  any  action  of  any  commissioner  appointed
  therefrom.
 
                                ARTICLE XVII.
    Unless   and   until   otherwise  determined  by  the  action  of  the
  legislatures of the two states, the port authority shall not  incur  any
  obligations  for  salaries,  office  or  other  administrative expenses,
  within the provisions  of  article  fifteen,  prior  to  the  making  of
  appropriations adequate to meet the same.
 
                               ARTICLE XVIII.
    The  port  authority  is  hereby authorized to make suitable rules and
  regulations not inconsistent with the constitution of the United  States
  or  of  either  state,  and  subject  to  the  exercise  of the power of
  congress, for the improvement of the conduct of navigation and commerce,
  which, when concurred in or  authorized  by  the  legislatures  of  both
  states, shall be binding and effective upon all persons and corporations
  affected thereby.
 
                                ARTICLE XIX.

    The  two  states  shall provide penalties for violations of any order,
  rule or regulation  of  the  port  authority,  and  for  the  manner  of
  enforcing the same.
 
                                 ARTICLE XX.
    The  territorial  or  boundary  lines  established by the agreement of
  eighteen hundred and thirty-four, or the jurisdiction of the two  states
  established  thereby, shall not be changed except as herein specifically
  modified.
 
                                ARTICLE XXI.
    Either state may by its legislature withdraw from  this  agreement  in
  the  event  that  a  plan  for the comprehensive development of the port
  shall not have been adopted by both states on or prior  to  July  first,
  nineteen  hundred  and twenty-three; and when such withdrawal shall have
  been communicated to the governor of the other state  by  the  state  so
  withdrawing, this agreement shall be thereby abrogated.
 
                                ARTICLE XXII.
    Definitions.  The  following  words  as  herein  used  shall  have the
  following meaning: "Transportation facility"  shall  include  railroads,
  steam  or  electric,  motor  truck  or other street or highway vehicles,
  tunnels, bridges, boats, ferries, car-floats, lighters,  tugs,  floating
  elevators, barges, scows or harbor craft of any kind, air craft suitable
  for harbor service, and every kind of transportation facility now in use
  or  hereafter  designed  for  use  for the transportation or carriage of
  persons or property. "Terminal facility" shall include  wharves,  piers,
  slips,   ferries,  docks,  dry  docks,  bulkheads,  dock-walls,  basins,
  car-floats, float-bridges, grain or other storage elevators, warehouses,
  cold storage, tracks,  yards,  sheds,  switches,  connections,  overhead
  appliances, and every kind of terminal or storage facility now in use or
  hereafter  designed  for  use  for  the  handling,  storage,  loading or
  unloading of  freight  at  steamship,  railroad  or  freight  terminals.
  "Railroads"   shall   include  railways,  extensions  thereof,  tunnels,
  subways, bridges, elevated structures, tracks, poles,  wires,  conduits,
  power   houses,  substations,  lines  for  the  transmission  of  power,
  car-barns, shops, yards,  sidings,  turn-outs,  switches,  stations  and
  approaches  thereto, cars and motive equipment. "Facility" shall include
  all works, buildings, structures, appliances and appurtenances necessary
  and convenient for the proper construction, equipment,  maintenance  and
  operation  of  such  facility  or facilities or any one or more of them.
  "Real property" shall include land under water, as well as uplands,  and
  all  property either now commonly or legally defined as real property or
  which may hereafter be so defined.  "Personal  property"  shall  include
  choses  in action and all other property now commonly or legally defined
  as personal property or which may hereafter be so  defined.  "To  lease"
  shall include to rent or to hire. "Rule or regulation," until and unless
  otherwise  determined by the legislatures of both states, shall mean any
  rule or regulation not inconsistent with the constitution of the  United
  States  or of either state, and, subject to the exercise of the power of
  congress, for the improvement of the conduct of navigation and  commerce
  within  the district, and shall include charges, rates, rentals or tolls
  fixed  or  established  by  the  port  authority;  and  until  otherwise
  determined as aforesaid, shall not include matters relating to harbor or
  river  pollution.  Wherever action by the legislature of either state is
  herein referred to, it shall mean an act of the legislature duly adopted
  in accordance with the provisions of the constitution of the state.

    Plural or singular. The singular wherever used  herein  shall  include
  the plural.
    Consent,  approval  or  recommendation  of  municipality;  how  given.
  Wherever  herein  the  consent,  approval   or   recommendation   of   a
  "municipality"  is  required,  the word "municipality" shall be taken to
  include any city or incorporated village within the port  district,  and
  in  addition  in  the state of New Jersey any borough, town, township or
  any municipality  governed  by  an  improvement  commission  within  the
  district.  Such consent, approval or recommendation whenever required in
  the case of the city of New York shall be deemed to have been  given  or
  made  whenever  the  board of estimate and apportionment of said city or
  any body hereafter succeeding to its duties shall  by  a  majority  vote
  pass  a  resolution expressing such consent, approval or recommendation;
  and in the case of any municipality  now  or  hereafter  governed  by  a
  commission,  whenever the commission thereof shall by majority vote pass
  such a resolution; and in all other cases whenever the  body  authorized
  to  grant  consent  to  the  use  of  the  streets  or  highways of such
  municipality shall by a majority vote pass such a resolution.
    § 2. The said agreement or compact, when  signed  and  sealed  by  the
  commissioners   of   each   state  as  hereinbefore  provided,  and  the
  attorney-general of the state of New York, and the  attorney-general  of
  the  state  of  New Jersey if he be designated so to act by the state of
  New Jersey, shall become binding upon the state of New York,  and  shall
  be  filed  in  the  office of the secretary of state of the state of New
  York.
    § 3. If by death, resignation or otherwise,  a  vacancy  occurs  among
  those  appointed  hereunder  by  the  state of New York, the governor is
  hereby authorized to fill the same.
    § 4. The said commissioners, together with the commissioners appointed
  from the state of New Jersey, shall have power to apply to the  congress
  of  the  United  States for its consent and approval of the agreement or
  compact signed by them; but in the absence of such consent  of  congress
  and  until  the  same  shall  have  been  secured, the said agreement or
  compact shall be binding upon the state of  New  York  in  all  respects
  permitted  by  law for the two states of New York and New Jersey without
  the consent of congress to co-operate, for the  purposes  enumerated  in
  said agreement or compact, and in the manner provided herein.

  
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Last modified: September 11, 2016