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Bylaws

New York State Canal Corporation Bylaws

Adopted at Canal Corporation Board Meeting CC-1 on September 2, 1992

(As revised April 1, 2010 by Board Resolution Number 497)

Article I: The Board

  1. The Board. The governing body of the New York State Canal Corporation (hereinafter the "Corporation") shall be the Corporation Board, which shall consist of the seven Members appointed by the Governor, by and with the advice and consent of the Senate, as the Members of the New York State Thruway Authority (hereinafter the "Authority") Board. The Member of the Corporation Board that has been designated by the Governor as Chairman of the Authority (hereinafter the "Chair"), is the Chair of the Corporation until the conclusion of his or her term, is the "appointing authority," as defined in Section 2, subdivision 9, of the Civil Service Law, and has the power to appoint and remove Officers, agents and employees and fix their compensation, provided, however, that the appointment of the Executive Director shall be subject to confirmation by the New York State Senate in accordance with the effective date of Chapter 506 of the Laws of 2009 implementing Public Authorities Law Section 2852. The Chair shall have the power to remove the Executive Director, after the approval of the Governance Committee and after the approval of the majority of the Board at a duly called meeting of the Board. All other powers granted by statute to the Board, unless expressly delegated by these Bylaws or other action of the Board, are reserved unto the Board.
  2. Place, Time and Notice of Meetings.
    1. Meetings of the Board shall be held at least quarterly at such places and times as shall be called by the Chair, upon notice at the time and at the place within the State of New York as shall be specified in such notice, which shall be given to each Member by mailing the same at least seven business days, or by telephone, personal delivery, facsimile, or other electronic means of transmitting the same at least three business days, before the time fixed for the meeting.

      In the event the Chair shall certify that an urgent need exists for a meeting, the Chair may give notice of such meeting by telephone, personal delivery, facsimile, or other electronic means of transmission not less than twenty four hours before the time fixed for the meeting. In lieu of the notice prescribed in this paragraph, a waiver thereof in writing signed by the Member or Members entitled to said notice, whether before or after the time stated therein for the meeting, shall be deemed equivalent to such notice for the purposes of this paragraph. No notice to, or waiver by, any Member with respect to a meeting shall be required if such Member is present at the meeting. Except as provided in Article V of these Bylaws with respect to amendments thereof, any and all business may be transacted at any meeting of the Corporation.
    2. Electronic Participation.  Any one or more Members of the Board, or any committee thereof, with the prior approval of the Chair, may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation of a Member by such means shall constitute presence in person at a meeting and shall be acknowledged by such Member in a writing appended to the minutes of such meeting upon their acceptance by the Board. Any one or more Members of the Board or any committee thereof, with the prior approval of the Chair, may participate in a meeting of such Board or committee by means of videoconferencing provided the public has an opportunity to attend, listen and observe at any site at which a Member participates.
  3. Quorum.  A majority of the Members of the Board then sitting shall constitute a quorum for the transaction of any business or the exercise of any power or function of the Corporation and the Board shall have the power to act by a majority of the Members present at any meeting at which a quorum is in attendance.
  4. Adjournment.  Any meeting of the Board may be adjourned from time to time by the Members present, and no notice shall be required of any adjourned meeting beyond the announcement of such adjournment at the meeting or the adjournment thereof. In the absence of a quorum, any meeting of the Board may be postponed and notice of the new date shall be given in accordance with the provisions of this Article.

Article II: Officers

  1. Officers.  The Officers of the Corporation shall be the Chair, the Vice-Chair, the Secretary, the Treasurer and the Executive Director. The Officers of the Corporation shall also include such Assistant Secretaries and Assistant Treasurers as the Chair may, from time to time, by resolution, name and appoint. Any two or more of such offices, except Chair and Vice-Chair, may be held simultaneously by the same Member of the Board. The office of Executive Director shall not be held by any Member of the Board. The offices of Secretary, Treasurer, Assistant Secretary and Assistant Treasurer may be held simultaneously by the same person. The Chair may, from time to time, pursuant to the provisions of Public Authorities Law Section 382, name and appoint additional Officers, fix their compensation and define their duties.
  2. Chair.  The Chair shall set the agenda for, and preside over, all meetings of the Board and is specifically authorized to do the following:
    1. Take all steps necessary and proper in the Chair’s judgment to carry out the decisions and policies of the Board.
    2. To the extent not otherwise provided by resolution of the Board, exercise such powers of the Board and take all steps necessary and proper in the judgment of the Chair to carry out the responsibilities and duties of the Corporation as required by law.
    3. Delegate to any Officer, Staff member, assistant or employee such of the Chair’s duties, powers and functions as the Chair may deem necessary or appropriate; provided, however, that the Chair may revoke any such delegation at any time.
  3. Vice Chair.  The Vice-Chair shall be Acting Chair and shall assume and perform all powers and duties of the Chair in the event the office of the Chair is vacant or the Chair is unable to perform such duties by reason of illness, disability or absence.
  4. Treasurer.  The Treasurer is authorized to sign vouchers, payrolls and requisitions for the disbursement of monies of the Corporation from funds of the Corporation; sign and cosign checks in the name of the Corporation for the withdrawal of monies from any bank account held by the Corporation; and make and sign statements showing the financial condition of the Corporation.
  5. Secretary.  The Secretary shall: keep the minutes of the meetings of the Board; affix and attest the seal of the Corporation; certify copies of Corporation papers and records; ensure that all notices of meetings required to be given to Members of the Board are duly given; and ensure that all reports, statements and other documents required by law are properly kept and filed.
  6. Assistant Treasurer.  The Assistant Treasurer, and if there be more than one, the one so delegated, shall perform such duties as may be assigned by the Treasurer, and shall perform the duties of the Treasurer in the event the office of Treasurer is vacant, or in the event the Treasurer is unable to perform such duties by reason of illness, disability or absence.
  7. Assistant Secretary.  The Assistant Secretary, and if there be more than one, the one so delegated, shall perform such duties as may be assigned by the Secretary, and shall perform the duties of the Secretary in the event the office of Secretary is vacant, or in the event that the Secretary is unable to perform such duties by reason of illness, disability or absence.
  8. Executive Director.  The Executive Director, under the supervision of and subject to the directions of the Chair, is the chief executive officer of the Corporation and is primarily responsible for the discharge of the administrative functions of the Corporation, including the giving of such orders and directives as are necessary for the conduct of the Corporation's business. The Executive Director shall attend all meetings of the Board, shall preside at meetings of the Staff and shall be a member of all standing and ad hoc committees of the Corporation. The Executive Director is hereby designated an Assistant Secretary and an Assistant Treasurer. The Executive Director is specifically authorized to do the following in accordance with the decisions and policies of the Board:
    1. Approve the expenditure of Corporation funds.
    2. Sign documents, releases, conveyances, contracts and agreements in the name of the Corporation.
    3. Sign vouchers, payrolls and requisitions for the disbursement of monies of the Corporation from funds of the Corporation; sign and cosign checks in the name of the Corporation for the withdrawal of monies from any bank account held by the Corporation; and make and sign statements showing the financial condition of the Corporation.
    4. Provide for the prosecution, defense, settlement or compromise of any action, proceeding or claim by or against the Corporation, as the case may be, which, in the Executive Director's judgment, is in the best interests of the Corporation, provided that the expenditure of Corporation funds for such prosecution, defense, settlement or compromise does not exceed $2.5 million.
    5. Delegate to any Staff member, assistant or employee such of the Executive Director’s duties, powers and functions as the Executive Director may deem necessary or appropriate; provided, however, that the Executive Director may revoke any such delegation at any time.

Article III: Staff

  1. The Staff.  The Staff of the Corporation shall be the Chief of Staff and the Director of Canals.
  2. Chief of Staff.  The Chief of Staff shall be primarily responsible for overseeing interdepartmental projects, delivering customer service improvements, public and community affairs, and administrative analysis.  In addition, the Chief of Staff shall perform such duties as may be assigned by the Executive Director.
  3. Director of Canals.  The Corporation shall be under the direct supervision of the Director of Canals. The Director of Canals shall be responsible for the operation, maintenance, development and improvement of the Canal System, consistent with the Canal Law and applicable provisions of the Public Authorities Law. The Director of Canals shall also perform such other duties as from time to time may be assigned by the Board, the Chair, the Executive Director or the Chief of Staff.

Article IV: Miscellaneous

  1. Seal.  The official seal of the Corporation shall be a design bearing the outline of the map of the State of New York and generally indicating the route of the Canal system and bearing the words "New York State Canal Corporation" around the circumference thereof. The Secretary shall be the custodian of the seal.
  2. Fiscal Year.  The fiscal year of the Corporation shall be the same as that of the Authority.
  3. Service of Process and Papers.  The General Counsel is authorized to receive service of legal process and all papers of a similar nature or import.
  4. Committees.  There shall be an Audit Committee, a Governance Committee and a Finance Committee, the membership of which shall be comprised of Members of the Board. The Chair or the Executive Director may appoint standing or ad hoc committees to provide for the efficient management of the Corporation and may designate the membership and define the duties of such committees.

Article V: Amendments

The Bylaws of the Corporation may be altered, amended or repealed by resolution of the Board, provided that a copy of the proposal to so alter, amend or repeal such Bylaws shall be mailed, electronically transmitted or delivered to each Member of the Board at least seven business days prior to the date of the meeting at which such proposal is to be considered. The Members may, however, by unanimous consent, agree to consider and act upon any such proposal at any duly called meeting of the Board.