Skip to main content
New York State Thruway Authority Home Click to return to NYS home page
New York State Thruway Authority
Code of Ethics Governing Board Members
  1. DEFINITIONS

    As used in this Code of Ethics:

    1. “Authority” shall mean the New York State Thruway Authority, a public authority organized and operating pursuant to Title 9 of Article 2 of the Public Authorities Law, as amended.  “Corporation” shall mean the New York State Canal Corporation, a subsidiary of the New York State Thruway Authority, organized and operating as a public benefit corporation pursuant to Title 9 of Article 2 of the Public Authorities Law, as amended.  “Authority/Corporation” shall mean the Authority and the Corporation, collectively.
    2. “Business” shall mean any activity conducted with the objective of obtaining money or other things of value.  Such activity may be for profit or not for profit.
    3. “Compensation” shall mean any money, thing of value or financial benefit conferred in return for services rendered or to be rendered.
    4. “Confidential information” shall mean information, whether or not set forth in writing, that is available to Board Members only because of their position as a Board Member of the Authority/Corporation, including but not limited to: (i) information not subject to public disclosure under the Freedom of Information Law; (ii) information subject to the attorney/client privilege; (iii) information contained in any document labeled “confidential”; and (iv) information disclosed during an executive session of the Authority/Corporation Board.
    5. “Ministerial matter” shall mean an administrative matter carried out in a prescribed manner not allowing for substantial personal discretion.

  2. PURPOSE

    This Code of Ethics is designed to promote:

    1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
    2. full, fair, accurate, timely and understandable disclosure in reports and documents that the Authority/Corporation files with, or submits to, governmental agencies and in public communications made by the Authority/Corporation;
    3. compliance with applicable governmental laws, rules and regulations;
    4. prompt internal reporting of violations of this Code of Ethics to the appropriate person; and
    5. accountability for adherence to this Code of Ethics.

  3. This Code of Ethics applies to the Board Members of the Authority/Corporation and may be amended only by majority vote of such Board Members.

  4. This Code of Ethics represents an overall ethical framework by which all Board Members should endeavor to conduct themselves.  It is not an exclusive listing of all ethical rules or requirements.  All Board Members should be cognizant of their responsibilities under the New York State Ethics in Government Act contained within the Public Officers Law and should inquire of the General Counsel, the Authority/Corporation Ethics Officer, as to whether any contemplated act, which a Board Member believes may violate these or other ethical standards, is in violation of this Code of Ethics or any other ethics law, rule or requirement.

  5. Board Members are prohibited from receiving compensation for appearing or rendering services against the Authority/Corporation in relation to any matter in the Court of Claims.

  6. Board Members are prohibited from serving as officers of any political party or political organization or as members of any political party committee including political party district leader or as members of a national committee of a political party.

  7. In accordance with the provisions of Public Officers Law Section 74, no Board Member should have any interest, financial or otherwise, direct or indirect, or engage in any business, transaction or professional activity or incur any obligation of any nature which is in actual, potential, or apparent conflict with the proper discharge of the Board Member’s duties.  The Board Member shall be under an ongoing obligation to disclose any actual, potential, or apparent conflict of interest and shall take appropriate steps to eliminate or abate the conflict, including recusal.  This restriction prohibits Board Members from:

    1. disclosing confidential information acquired in the course of their Authority/Corporation duties or using such information to further their personal interests;
    2. using their Authority/Corporation position to secure unwarranted privileges for themselves or others; and
    3. giving the impression that they can be improperly influenced in the performance of their Authority/Corporation duties, or that they can be affected by kinship, rank or position.

  8. Board Members shall exercise the utmost good faith in all transactions involving and relating to the exercise of their Authority/Corporation duties and their service to the public, and they shall perform such duties in a manner which shall not diminish the public trust in the Authority/Corporation.

  9. Board Members should perform Board Member duties impartially and diligently.  A Board Member should abstain from the discussion, consideration and determination by the Board in any case, proceeding, application, or any matter in which the Board Member’s impartiality might be reasonably questioned or in which the Board Member has any conflict of interest.

  10. No Board Member shall, directly or indirectly, solicit, accept, or receive any gift or gifts whether in the form of money, service, loan, travel, entertainment, hospitality, thing or promise, or in any other form whatsoever, under circumstances in which it could be reasonably inferred that the gift was intended to influence the Board Member, or could reasonably be expected to influence the Board Member, in the performance of the Board Member’s Authority/Corporation duties, or was intended as a reward for any official action on the Board Member’s part, or was a gift or from an individual or entity that does business with the Authority/Corporation.  This provision shall not pertain to gifts received by Board Members while serving in other capacities.



    1. If a Board Member has a business, financial or personal interest in a contract or transaction to which the Authority/Corporation is to be a party, then, the Board Member shall follow the following procedure set forth in this paragraph.  The Board Member shall promptly disclose the Board Member’s interest to the other Board Members and describe all material facts concerning the interest known to the Board Member.  After such disclosure, the Board Member shall abstain from all discussion, consideration and voting on such matter and may not share in the net revenues resulting from such transaction.  (As a best practice, the Board Member should leave the Board meeting while the other Board Members complete their discussion, consideration and vote.)
    2.  After full disclosure to the Board, and in full compliance with any and all requirements established by the Board, nothing contained herein shall be construed or applied to prohibit any firm, association, corporation or entity, in which the Board Member is a member, associate, retired member, of counsel, shareholder or owner, from appearing, practicing, communicating or otherwise rendering services in relation to any matter before, or transacting business with the Authority/Corporation where such Board Member does not participate in any way on behalf of the party in the bidding solicitation or negotiation process, does not participate in the decision to award the contract, and does not share in the net revenues resulting therefrom, or, acting in good faith, it is reasonably believed that such Board Member would not share in the net revenues therefrom.

  12. No former Board Member, within the period of two years immediately following the termination as an Authority/Corporation Board Member, shall appear or practice before the Authority/Corporation or receive any compensation for any services rendered on behalf of any person, firm, corporation, or association other than the Authority/Corporation in relation to any matter before the Authority/Corporation.  This Paragraph shall not apply to any appearance, practice, communication or rendition of service before the Authority/Corporation rendered by a former Board Member which is made while carrying out official duties for a federal, state or local government or agency. 

    13. This paragraph shall also not apply if the Chairman certifies to the State Ethics Commission that the former Member has expertise, knowledge or experience with respect to a particular matter which meets the needs of the Authority/Corporation and is otherwise unavailable at a comparable cost.

  13. No former Board Member shall appear before the Authority/Corporation or any state agency with regard to any Authority/Corporation case, application, proceeding or transaction in which he or she was directly concerned and personally participated, or which was under his or her active consideration while serving as a Board Member.  This Paragraph shall not apply to any appearance, practice, communication or rendition of service before the Authority/Corporation rendered by a former Board Member which is made while carrying out official duties for a federal, state or local government or agency. This paragraph shall also not apply if the Chairman certifies to the State Ethics Commission that the former Member has expertise, knowledge or experience with respect to a particular matter which meets the needs of the Authority/Corporation and is otherwise unavailable at a comparable cost.

  14. Nothing contained herein shall prohibit a current or former Board Member from appearing before the Authority/Corporation in connection with a ministerial matter.

  15. Board Members shall require full, fair, honest and accurate recording and reporting of financial and other information and will require internal controls to ensure that Authority/Corporation transactions are properly authorized, that Authority/Corporation assets are safeguarded, that operations are conducted in accordance with Board directives and that financial statements for external purposes are presented in conformity with generally accepted accounting principles.

  16. Board Members shall carry out their duties with honesty and integrity.

  17. Board Members shall comply with all applicable rules, laws and regulations in the performance of their duties as Board Members of the Authority/Corporation.