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New York State Thruway Authority

Bylaws

New York State Thruway Authority Bylaws

Adopted at Thruway Authority Board Meeting 191 on October 19, 1964

(As revised April 1, 2010 by Board Resolution Number 5805)

Article I: The Thruway System

  1. The Thruway System.  The facilities under the jurisdiction of the New York State Thruway Authority (hereinafter the “Authority”) shall be defined collectively as "the Thruway System."
  2. Definition of the Thruway System.  Pursuant to Article 2, Title 9, of the Public Authorities Law (hereinafter the "New York State Thruway Authority Act"), the Thruway System shall include the expressway, bridges, shoulders and devices constructed or hereafter constructed in accordance with the New York State Thruway Authority Act, together with the rights-of-way and other lands acquired for such construction or other Thruway purposes, the toll facilities, buildings, restaurants, gasoline stations, equipment, rolling stock and other property of whatsoever kind or nature owned by, or under the jurisdiction of the Authority.

Article II: Offices

  1. Principal Office.  The principal office of the Authority shall be located at the Administrative Headquarters Building of the Authority, 200 Southern Boulevard, Albany, New York  12209.
  2. Other Offices. The Authority shall have such additional offices as the Board, from time to time, may determine by resolution to be neces­sary or appropriate for the conduct of its operations.

Article III: The Board

  1. The Board.  Pursuant to the New York State Thruway Authority Act, the governing body of the Authority shall be the Board, which shall consist of seven Members appoint­ed by the Governor by and with the advice and consent of the Senate.  The Member designated by the Governor as Chairman of the Authority (hereinafter the “Chair”), shall be the Chair of the Authority until the conclusion of his or her term.  The Board is the "appointing authority," as defined in Section 2, subdivision 9, of the Civil Service Law, and shall have the power to appoint and remove Officers, agents and employees and fix their compensation, except to the extent specifically delegated by these Bylaws or by a policy approved by resolution of the Board, 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; the Staff of the Authority, upon prior notice to the other Members of the Board; and all other agents and employees of the Authority, except to the extent specifically delegated by the Chair.  The Chair shall also have the power to appoint all agents and employees of the Authority except Officers and Staff.  In those instances where an individual is both an employee and Officer of the Authority, then the Chair's removal of the individual as an employee shall also terminate such individual's service as an Officer of the Authority.  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 VIII of the Bylaws with respect to amendments thereof, any and all business may be transacted at any meeting of the Authority.
    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 Authority 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 IV: Officers, Departments and Staff

  1. Officers.  The Officers of the Authority shall be the Chair, the Vice-Chair, the Secretary, the Treasurer and the Executive Director.  The Officers of the Authority shall also include such Assistant Secretaries and Assistant Treasurers as the Board 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 by persons other than Members, and any two or more of these offices may be held simultaneously by the same person.  The Board may, from time to time, pursuant to the provisions of Public Authorities Law Section 354(6), name and appoint additional Officers, fix their compensation and define their duties.

  2. Terms of Chair and Members of the Board; Election and Terms of Officers.  The terms of office of the Chair and other Members of the Board shall be as provided in their appointments by the Governor.  A resignation by the Chair or other Member shall be submitted to the Governor in accordance with the provisions of the Public Officers Law.  Except for the Chair, all Officers, as provided and authorized in this Article of the Bylaws, shall be appointed by the Board and, subject to applicable provisions of the Civil Service Law, if any, shall hold office at the pleasure of the Board; provided, however, that the Executive Director is subject to New York State Senate confirmation and shall serve at the pleasure of the Chair pursuant to Article III(A) of these Bylaws.  All Officers, except the Chair, may resign their respective offices at any time by giving written notice thereof to the Board and such resignations shall be governed by the provisions of the Public Officers Law.

    A vacancy in any such office shall be filled in the manner prescribed herein for appointment thereto.
  3. Departments.  The Departments of the Authority shall be Maintenance and Operations, Engineering, Information Technology, Administrative Services, Finance and Accounts, Legal, and Audit and Manage­ment Services.  The Board may, by resolution, add or abolish Departments.
  4. Divisions.  For purposes of administra­tion, operation and maintenance, the Thruway System is subdivided into the following Divisions: New York, Albany, Syracuse and Buffalo.
  5. The Staff.  The Staff of the Authority shall be the Chief of Staff, Chief Engineer, Director of Maintenance and Operations, Director of Administra­tive Services, General Counsel, Director of Audit and Manage­ment Services, Chief Financial Officer, Director of Information Technology, and the Division Directors for New York, Albany, Syracuse and Buffalo.  The Board may, from time to time, pursuant to the provisions of Public Authorities Law Section 354(6), create additional Staff positions, fix their compensation and define their duties.

Article V: Duties of Officers

  1. 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. Take all steps necessary and proper in the Chair’s judgment to carry out the powers and duties the Board has delegated to the Chair.
    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.
  2. 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.
  3. Treasurer.  The Treasurer is authorized to sign vouchers, payrolls and requisitions for the disbursement of monies of the Authority from funds of the Authority held by the Comptroller of the State of New York as Agent for the Authority; sign and cosign checks in the name of the Authority for the withdrawal of monies from any bank account held by the Authority; and make and sign statements showing the financial condition of the Authority.
  4. Secretary.  The Secretary shall: keep the minutes of the meetings of the Board; affix and attest the seal of the Authority; certify copies of Authority 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.
  5. 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.
  6. 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.
  7. Executive Director.  The Executive Director, under the supervision of and subject to the directions of the Chair, is the chief executive officer of the Authority and is primarily responsible for the discharge of the administrative functions of the Authority,  including the giving of such orders and directives as are necessary for the conduct of the Authority'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 Authority.  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 Authority funds.
    2. Sign documents, releases, conveyances, contracts and agreements in the name of the Authority.
    3. Sign vouchers, payrolls and requisitions for the disbursement of monies of the Authority from funds of the Authority held by the Comptroller of the State of New York as Agent for the Authority; sign and cosign checks in the name of the Authority for the withdrawal of monies from any bank account held by the Authority; and make and sign statements showing the financial condition of the Authority.
    4. Provide for the prosecution, defense, settlement or compromise of any action, proceeding or claim by or against the Authority, as the case may be, which, in the Executive Director's judgment, is in the best interests of the Authority, provided that the expenditure of Authority 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 VI: Functions of Departments - Duties of Staff

Chief of Staff.  The Chief of Staff shall be primarily responsible for overseeing interdepartmental projects, delivering customer service improvements such as traveler information, 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.

Departments and Staff
Department Function Department Head
Engineering   Engineering including traffic, design and construction; development, management and delivery of the Capital program; transportation planning; and environmental services. Chief Engineer 
Maintenance and Operations Management of Divisions; maintenance of highways, bridges, facilities and equipment; inventory management; toll collection; traffic management; management of travel plazas; and State Police liaison. Director of Maintenance and Operations
Administrative Services Personnel administration; labor relations; employee safety and health; training; equal opportunity; and office services. Director of Administrative Services
Finance and Accounts Investments, asset management and insurance; accounting and disbursements; fiscal audit; budget; and purchasing. Chief Financial Officer
Legal Legal affairs; government relations; and advice and counsel to the Authority Board, Staff and employees. General Counsel
Audit and Management Services Audit and review of administration and operations; management analysis; information security; internal controls; liaison with State Inspector General; procurement integrity; and vendor responsibility. Director of Audit and Management Services
Information Technology Application and technology development and systems management. Director of Information Technology

Article VII: Miscellaneous

  1. Seal.  The official seal of the Authority shall be a design bearing the outline of the map of the State of New York and generally indicating the route of the Thruway and bearing the words "New York State Thruway Authority" around the circumference thereof.  The Secretary shall be the custodian of the seal.
  2. Fiscal Year.  The fiscal year of the Authority shall commence on the 1st day of January in each year and shall end on the 31st day of December in each year.
  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 Executive Director may appoint such ad hoc committees as may be necessary for the efficient management of the Authority and designate the membership and define the duties of such committees.

Article VIII: Amendments

The Bylaws of the Authority 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.

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