New York Power Authority Code of Conduct

The Authority, as a public entity, has a responsibility for maintaining the highest level of honesty, ethical conduct, and public trust in all of its activities. To meet this responsibility the Authority is adopting this Code of Conduct to address one of the important aspects of ethical conduct.

Authority employees are entitled to privacy in their personal affairs. At the same time, as employees of a public entity, Authority employees are responsible for conducting Authority business solely in the public interest.

This Code of Conduct applies to the Authority's Trustees, officers, exempt employees and former exempt employees. This Code of Conduct is divided into the following areas: (l) standards of ethical conduct, (2) restrictions on trading of the securities of New York State electric utilities, (3) restrictions on post-employment activities, (4) annual certification of absence of conflict of interest, (5) remedies for violations of this Code of Conduct, and (6) definitions used in this Code of Conduct.

This Code of Conduct states in specific form the Authority's position on conflicts of interest. Personal integrity is the cornerstone of this Code of Conduct. Each employee has the primary responsibility for avoiding financial and other interests which create a conflict with his or her job.

In a case where any employee, regardless of level or job assignment, believes his or her financial interest or involvement in a transaction might present a conflict of interest, the employee must immediately notify his or her supervisor and disqualify himself or herself from participation in the transaction until advised in writing that he or she may continue in the transaction.

Upon the request of an employee's supervisor, the General Counsel of the Authority may advise the supervisor whether an existing or prospective transaction involving the employee would create a possible conflict of interest.

Any person who has a question as to whether a prospective personal or business transaction or assumption of a position of responsibility or trust would be a violation of this Code of Conduct, may request in writing an advance determination on the matter from the Authority's General Counsel.

II. Standards and Principles of Conduct

The following standards and principles of conduct are to be followed to assure compliance with this Code of Conduct. A breach of these standards and principles constitutes a violation of this Code of Conduct.

A. General Standards and Principles

1. An employee shall not have any interest or incur any obligation, financial or otherwise, direct or indirect, or engage in any business or transaction or professional activity, which is in conflict with the proper discharge of official duties.

2. An employee shall avoid any action, whether or not specifically prohibited by this Code of Conduct, which might result in or create the appearance of:

(a) using his or her official position for private gain;

(b) giving preferential treatment to any person, including himself or herself;

(d) affecting adversely the confidence of the public in the integrity of the Authority; or

(e) violating any provision of this Code of Conduct.

3. No employee shall use or attempt to use his or her official position to secure unwarranted privileges or exemptions for himself or herself or others.

4. An employee shall not act in a manner to create the appearance that he or she is likely to be engaged in acts that are in violation of the public trust or that a person may improperly influence him or her.

B. Specific Standards and Principles

1. No employee shall engage in any transaction as representative or agent of the Authority with, or engage in any evaluation of, any business entity in which the employee, the employee's spouse or dependent child has a financial interest.

2. No employee, employee's spouse or dependent child shall acquire any financial interest in any business entity which the employee has reason to believe may be directly involved in decisions to be made by him or her affecting Authority transactions. If an employee, an employee's spouse or dependent child acquires such a financial interest by gift, inheritance, or the dissolution of a trust, the interest shall be promptly sold or transferred. If an employee's spouse or dependent child acquires or retains such a financial interest in violation of the foregoing provisions, it will be deemed to be a violation by the employee of this provision.

3. No employee shall (l) accept other employment which will impair his or her independence of judgment in the exercise of his or her official duties or which involves a matter in which the Authority has a substantial interest or (2) receive or enter into any agreement for any compensation for the appearance or rendition of services against the interest of the Authority in relation to any case, proceeding, or matter.

4. No employee shall accept employment or engage in any business which will require him or her to disclose confidential information which he or she has gained by reason of his or her official duties. See also the Authority's Corporate Policy No. 3-10, "Securities Trading and Use of Confidential Information."

5. No employee, employee's spouse or dependent child, or an employee's independent business shall (1) sell any goods or services to the Authority or (2) contract for or provide such services with or to any private entity where the power to contract, appoint or retain on behalf of such private entity is exercised by the Authority. If an employee's spouse or dependent child engages in the conduct described in the preceding sentence, it will be deemed to be a violation by the employee of this provision.

6. (a) No employee, employee's spouse or dependent child shall, directly or indirectly, solicit, accept or receive any gift having a value of $75 or more, whether in the form of money, service, loan, meal payment, travel, entertainment, hospitality, thing, or promise, or in any other form, from any person or entity:

(1) which is regulated by, negotiates with, appears before on other than a ministerial matter, does business with or seeks to do business with or has contracts with the Authority (including, but not limited to, vendors, bidders, contractors, subcontractors or consultants), as well as anyone, whether or not a registered lobbyist, who attempts to influence the Authority's decisions; or

(2) under circumstances in which it could reasonably be inferred that the gift was intended to influence the employee, or could reasonably be expected to influence the employee in the performance of the employee's official duties or was intended as a reward for any official action on the employee's part.

(b) An employee, an employee's spouse or dependent child may not receive within a single calendar year, two or more gifts of the type identified in paragraph (a) above, which individually are worth less than $75 but in the aggregate equal or exceed $75.

(c) If an employee's spouse or dependent child engages in the conduct prohibited by paragraph (a) or (b) above, it will be deemed to be a violation by the employee of such provisions.

C. Applicable New York Law

These standards do not replace and are in addition to the requirements of law, particularly Sections 73 and 74 of the New York Public Officers Law, which, among other things, govern the business activities of Authority employees and set forth the State Code of Ethics.

Under the New York Penal Law it is a felony for Authority employees to solicit, accept or agree to accept any benefit from another person upon an agreement or understanding that their vote, opinion, judgment, action, decision or exercise of discretion as a public servant will thereby be influenced. It is also a felony for Authority employees to solicit, accept or agree to accept any benefit from another person for having violated their duties as public servants. It is a misdemeanor for Authority employees to solicit, accept or agree to accept any benefit for having engaged in official conduct which they were required or authorized to perform, and for which they were not entitled to any special or additional compensation.

Copies of Sections 73 and 74 of the Public Officers Law are attached to and made a part of this Code of Conduct.

III. Trading of Securities

Trading of stocks and bonds issued by the electric utilities and holding companies listed below presents a possible area of conflict of interest for Authority employees and Trustees. The Authority presently competes in several respects with these entities and some of their subsidiaries. Other forms of competition may emerge in the future. Trading in the securities of these entities presents potential insider trading problems (see Corporate Policy No. 3-10, "Securities Trading and Use of Confidential Information").

To protect against the potential of unlawful activities occurring in transactions of these sorts, it is Authority policy that an employee, an employee's spouse or dependent child may not trade in or, except as permitted below, acquire the securities of the following corporations:

(l) Niagara Mohawk Power Corporation;

(2) Energy East Corporation;

(3) Central Hudson Gas & Electric Corporation;

(4) Consolidated Edison,Inc.;

(5) Consolidated Edison Company of New York, Inc.

(6) Long Island Power Authority;

(7) Rochester Gas and Electric Corporation;

(8) Orange and Rockland Utilities, Inc.; and

(9) MarketSpan Corporation.

Except in the case of the Trustees, officers, and key employees of the Authority, as defined in Article VII of this Code of Conduct, if any of these securities are currently owned or are acquired in the future by gift, inheritance, the operation of an automatic dividend reinvestment plan, or the dissolution of a trust, by an employee, an employee's spouse or dependent child, the employee must disclose such ownership to his or her Department Head or Resident Manager.

In the case of Trustees, officers, and key employees of the Authority, or their spouses or dependent children, who currently own or acquire these securities in the future by gift, inheritance, the operation of an automatic dividend reinvestment plan, or the dissolution of a trust, these securities must be sold or transferred within one year of (i) June 28, 1994, or (ii) the date of such acquisition, whichever is later.

This section does not apply to ownership of shares in a mutual fund.

There is no prohibition against the ownership or trading of Authority bonds and notes which are publicly held and traded. Such ownership or trading is subject, however, to Corporate Policy No. 3-10.

IV. Restrictions on Post-Employment Activities of Authority Employees

The post-employment activities of persons who are no longer Authority employees but were employees in the time period following the effective date of this Code of Conduct are governed by the restrictions set forth in Section 73 of the Public Officers Law.

V. Annual Certification of Absence of Conflict of Interest

The Trustees and all exempt employees are required to certify annually that they have read this Code of Conduct and that they have no conflict of interest. These certifications will be maintained by the Human Resources Department.

An employee who knowingly fails to complete and file required annual certification violates this Code of Conduct and may be subject to disciplinary action.

VI. Remedies for Breaches of This Code of Conduct

In addition to any other remedies, civil or otherwise, which the Authority may have, an employee who violates this Code of Conduct may be disciplined under this Code of Conduct. Remedies or disciplinary action may be imposed only upon the basis of a written statement of findings and recommendations by the General Counsel, and may include one or more of the following:

1. Issuance of written warnings;

2. Direction of corrective action to eliminate the conflict of interest;

3. Restitution;

4. Changes in assigned duties or suspension or termination of employment; provided, however, that the remedies in this subdivision 4 shall be imposed solely by the Chairman or President.

A former employee found to have violated this Code of Conduct is subject to one or more of the following: written warnings; termination of existing transactions involving the individual in question to the extent permitted by law; disqualification or suspension from future transactions of the former employee and/or the person on whose behalf he or she is participating in transactions with the Authority; and notification of appropriate persons that a conflict exists.

VII. Definitions

The following definitions apply to this Code of Conduct.

A. "Benefit" means any gain or advantage to, or reduction in the liabilities of, the beneficiary and includes any gain or advantage to, or reduction in the liabilities of, a third person pursuant to the desire or consent of the beneficiary.

B. "Confidential information" means information which is available to an employee only because of his or her status as an employee of the Authority and is not a matter of public knowledge.

C. "Dependent child" means a son, daughter, stepson or stepdaughter of an employee, who is either: (i) unmarried, under age 21, and is living in the household of the employee or (ii) a "dependent" of the employee within the meaning of section 152 of the Internal Revenue Code of 1954.

D. "Employee", for the purpose of this Code of Conduct, means any Trustee and any person employed by the Authority as an exempt employee.

E. "Employee's independent business" means, for the purposes of Section II (B) (5) of this Code of Conduct, a firm or association of which an employee, an employee's spouse or dependent child is a member, or a corporation, 10% or more of the stock of which is owned or controlled directly or indirectly by such employee, spouse, or child.

F. "Financial interest" means:

1. Ownership of an interest, either active or passive (e.g., stock ownership), or involvement in a relationship from which or as a result of which there has been received within the past 12 months, or there is an entitlement to receive in any future year, more than $1,000 or its equivalent;

2. Ownership of an interest in a business or real property which interest (a) has a market value in excess of $5,000, (b) reflects a 10 percent ownership of the business, or (c) in the case of an employee or an employee's spouse, constitutes 25 percent of the net worth of the person owning such interest, or the combined net worth of the employee and his or her spouse. This excludes an interest in the employee's primary personal residence. In determining the value of an interest, debts, mortgages, liens or other encumbrances thereon are to be disregarded; or

3. Liability or indebtedness to a person or business in excess of $5,000, excluding liabilities owed to relatives and excluding mortgages, liens or other encumbrances on or secured by real property which is the employee's primary personal residence or furniture or appliances therein.

G. "Gift" means a payment, advance, forbearance, rendering, or deposit of money, or any thing of value, unless consideration of equal or greater value is received by the donor.

H. "Key employee" means any employee who regularly represents the Authority in transactions involving, or regularly negotiates on behalf of the Authority with, any of the seven investor-owned utilities specified in Article III of this Code of Conduct.

I. "Other interest" means holding a position in a business such as an officer, director, trustee, partner, proprietor, executor, employee, or a position of management, or acting as a consultant, agent or representative therefor in any capacity.

J. "Spouse" means the married partner of an employee (l) who has not received a decree of permanent separation from such employee or (2) who is not living separate and apart from the reporting employee with the intention of terminating the marriage or providing for permanent separation.

K. "Trading," in reference to securities, means the buying and selling of securities, or the buying and selling of options, calls, puts, or any other right relating to a security.

L. "Transaction" means buying, selling, renting (as lessor or lessee), or otherwise acquiring or disposing of services, materials, supplies, equipment, or property having a value of one hundred dollars or more or an interest having a value of one hundred dollars or more in such services, materials, supplies, equipment or property; borrowing or investment of money; preparing, requisitioning, ordering, approving, advising on, administering or otherwise acting in reference to the performance of a contract having a value of one hundred dollars or more; or the promulgation of rules and regulations affecting such activities.

Section 73 of the New York Public Officers Law

Section 73. Business or professional activities by state officers and employees and party officers

1. As used in this section:

(a) The term "compensation" shall mean any money, thing of value or financial benefit conferred in return for services rendered or to be rendered. With regard to matters undertaken by a firm, corporation or association, compensation shall mean net revenues, as defined in accordance with generally accepted accounting principles as defined by the state ethics commission or legislative ethics committee in relation to persons subject to their respective jurisdictions.

(b) The term "licensing" shall mean any state agency activity, other than before the division of corporations and state records in the department of state, respecting the grant, denial, renewal, revocation, enforcement, suspension, annulment, withdrawal, recall, cancellation or amendment of a license, permit or other form of permission conferring the right or privilege to engage in (i) a profession, trade, or occupation or (ii) any business or activity regulated by a regulatory agency as defined herein, which in the absence of such license, permit or other form of permission would be prohibited.

(c) The term "legislative employee" shall mean any officer or employee of the legislature but it shall not include members of the legislature.

(d) The term "ministerial matter" shall mean an administrative act carried out in a prescribed manner not allowing for substantial personal discretion.

(e) The term "regulatory agency" shall mean the banking department, insurance department, state liquor authority, department of agriculture and markets, department of education, department of environmental conservation, department of health, division of housing and community renewal, department of state, other than the division of corporations and state records, department of public service, the industrial board of appeals in the department of labor and the department of law, other than when the attorney general or his agents or employees are performing duties specified in section sixty-three of the executive law.

(f) The term "representative capacity" shall mean the presentation of the interests of a client or other person pursuant to an agreement, express or implied, for compensation for services.

(g) The term "state agency" shall mean any state department, or division, board, commission, or bureau of any state department, any public benefit corporation, public authority or commission at least one of whose members is appointed by the governor, or the state university of New York or the city university of New York, including all their constituent units except community colleges of the state university of New York and the independent institutions operating statutory or contract colleges on behalf of the state.

(h) The term "statewide elected official" shall mean the governor, lieutenant governor, comptroller or attorney general.

(i) The term "state officer or employee" shall mean:

(i) heads of state departments and their deputies and assistants other than members of the board of regents of the university of the state of New York who receive no compensation or are compensated on a per diem basis;

(ii) officers and employees of statewide elected officials;

(iii) officers and employees of state departments, boards, bureaus, divisions, commissions, councils or other state agencies other than officers of such boards, commissions or councils who receive no compensation or are compensated on a per diem basis; and

(iv) members or directors of public authorities, other than multi-state authorities, public benefit corporations and commissions at least one of whose members is appointed by the governor, who receive compensation other than on a per diem basis, and employees of such authorities, corporations and commissions.

(j) The term "city agency" shall mean a city, county, borough or other office, position, administration, department, division, bureau, board, commission, authority, corporation or other agency of government, the expenses of which are paid in whole or in part from the city treasury, and shall include the board of education, the board of higher education, school boards, city and community colleges, community boards, the New York city transit authority, the New York city housing authority and the Triborough bridge and tunnel authority, but shall not include any court or corporation or institution maintaining or operating a public library, museum, botanical garden, arboretum, tomb, memorial building, aquarium, zoological garden or similar facility.

(k) The term "political party chairman" shall mean:

(i) the chairman of the state committee of a party elected as provided in section 2‑112 of the election law and his or her successor in office;

(ii) the chairman of a county committee elected as provided in section 2‑112 of the election law and his or her successor in office from a county having a population of three hundred thousand or more or who receives compensation or expenses, or both, during the calendar year aggregating thirty thousand dollars or more; and

(iii) that person (usually designated by the rules of a county committee as the "county leader" or "chairman of the executive committee") by whatever title designated, who pursuant to the rules of a county committee or in actual practice, possesses or performs any or all of the following duties or roles, provided that such person was elected from a county having a population of three hundred thousand or more or was a person who received compensation or expenses, or both, from constituted committee or political committee funds, or both, during the reporting period aggregating thirty thousand dollars or more:

(A) the principal political, executive and administrative officer of the county committee;

(B) the power of general management over the affairs of the county committee;

(C) the power to exercise the powers of the chairman of the county committee as provided for in the rules of the county committee;

(D) the power to preside at all meetings of the county executive committee, if such a committee is created by the rules of the county committee or exists de facto, or any other committee or subcommittee of the county committee vested by such rules with or having de facto the power of general management over the affairs of the county committee at times when the county committee is not in actual session;

(E) the power to call a meeting of the county committee or of any committee or subcommittee vested with the rights, powers, duties or privileges of the county committee pursuant to the rules of the county committee, for the purpose of filling an office at a special election in accordance with section 6‑114 of the election law, for the purpose of filling a vacancy in accordance with section 6‑116 of such law; or

(F) the power to direct the treasurer of the party to expend funds of the county committee.

The terms "constituted committee" and "political committee", as used in this paragraph (k), shall have the same meanings as those contained in section 14‑100 of the election law.

2. In addition to the prohibitions contained in subdivision seven hereof, no statewide elected official, state officer or employee, member of the legislature or legislative employee shall receive, or enter into any agreement express or implied for, compensation for services to be rendered in relation to any case, proceeding, application, or other matter before any state agency, whereby his compensation is to be dependent or contingent upon any action by such agency with respect to any license, contract, certificate, ruling, decision, opinion, rate schedule, franchise, or other benefit; provided, however, that nothing in this subdivision shall be deemed to prohibit the fixing at any time of fees based upon the reasonable value of the services rendered.

3.(a) No statewide elected official, member of the legislature, legislative employee, full-time salaried state officer or employee shall receive, directly or indirectly, or enter into any agreement express or implied for, any compensation, in whatever form, for the appearance or rendition of services by himself or another against the interest of the state in relation to any case, proceeding, application or other matter before, or the transaction of business by himself or another with, the court of claims.

(b) No state officer or employee who is required to file an annual statement of financial disclosure pursuant to the provisions of section seventy-three-a of this article, and is not otherwise subject to the provisions of this section, shall receive, directly or indirectly, or enter into any agreement express or implied, for any compensation, in whatever form, for the appearance or rendition of services by himself or another against the interest of the state agency by which he is employed or affiliated in relation to any case, proceeding, application or other matter before, or the transaction of business by himself or another with, the court of claims.

4.(a) No statewide elected official, state officer or employee, member of the legislature, legislative employee or political party chairman or firm or association of which such person is a member, or corporation, ten per centum or more of the stock of which is owned or controlled directly or indirectly by such person, shall (i) sell any goods or services having a value in excess of twenty-five dollars to any state agency, or (ii) contract for or provide such goods or services with or to any private entity where the power to contract, appoint or retain on behalf of such private entity is exercised, directly or indirectly, by a state agency or officer thereof, unless such goods or services are provided pursuant to an award or contract let after public notice and competitive bidding. This paragraph shall not apply to the publication of resolutions, advertisements or other legal propositions or notices in newspapers designated pursuant to law for such purpose and for which the rates are fixed pursuant to law.

(b) No political party chairman of a county wholly included in a city with a population of more than one million, or firm or association of which such person is a member, or corporation, ten per centum or more of the stock of which is owned or controlled directly or indirectly by such person, shall (i) sell any goods or services having a value in excess of twenty-five dollars to any city agency, or (ii) contract for or provide such goods or services with or to any private entity where the power to contract, appoint or retain on behalf of such private entity is exercised directly or indirectly, by a city agency or officer thereof, unless such goods or services are provided pursuant to an award or contract let after public notice and competitive bidding. This paragraph shall not apply to the publication of resolutions, advertisements or other legal propositions or notices in newspapers designated pursuant to law for such purpose and for which the rates are fixed pursuant to law.

5. No statewide elected official, state officer or employee, member of the legislature or legislative employee shall, directly or indirectly, solicit, accept or receive any gift having a value of seventy-five dollars or more whether in the form of money, service, loan, travel, entertainment, hospitality, thing or promise, or in any other form, under circumstances in which it could reasonably be inferred that the gift was intended to influence him, or could reasonably be expected to influence him, in the performance of his official duties or was intended as a reward for any official action on his part. No person shall, directly or indirectly, offer or make any such gift to a statewide elected official, or any state officer or employee, member of the legislature or legislative employee under such circumstances.

6.(a) Every legislative employee not subject to the provisions of section seventy-three-a of this chapter shall, on and after December fifteenth and before the following January fifteenth, in each year, file with the legislative ethics committee established by section eighty of the legislative law a financial disclosure statement of (1) each financial interest, direct or indirect of himself, his spouse and his unemancipated children under the age of eighteen years in any activity which is subject to the jurisdiction of a regulatory agency or name of the entity in which the interest is had and whether such interest is over or under five thousand dollars in value.

(2) every office and directorship held by him in any corporation, firm or enterprise which is subject to the jurisdiction of a regulatory agency, including the name of such corporation, firm or enterprise.

(3) any other interest or relationship which he determines in his discretion might reasonably be expected to be particularly affected by legislative action or in the public interest should be disclosed.

(b) Copies of such statements shall be open to public inspection.

(c) Any such legislative employee who knowingly and wilfully with intent to deceive makes a false statement or gives information which he knows to be false in any written statement required to be filed pursuant to this subdivision, shall be assessed a civil penalty in an amount not to exceed ten thousand dollars. Assessment of a civil penalty shall be made by the legislative ethics committee in accordance with the provisions of subdivision twelve of section eighty of the legislative law. For a violation of this subdivision, the committee may, in lieu of a civil penalty, refer a violation to the appropriate prosecutor and upon conviction, but only after such referral, such violation shall be punishable as a class A misdemeanor.

7.(a) No statewide elected official, or state officer or employee, other than in the proper discharge of official duties, or member of the legislature or legislative employee, or political party chairman shall receive, directly or indirectly, or enter into any agreement express or implied for, any compensation, in whatever form, for the appearance or rendition of services by himself or another in relation to any case, proceeding, application or other matter before a state agency where such appearance or rendition of services is in connection with:

(i) the purchase, sale, rental or lease of real property, goods or services, or a contract therefor, from, to or with any such agency;

(ii) any proceeding relating to rate making;

(iii) the adoption or repeal of any rule or regulation having the force and effect of law;

(iv) the obtaining of grants of money or loans;

(v) licensing; or

(vi) any proceeding relating to a franchise provided for in the public service law.

(b) No political party chairman in a county wholly included in a city having a population of one million or more shall receive, directly or indirectly, or enter into any agreement express or implied for, any compensation, in whatever form, for the appearance or rendition of services by himself or another in relation to any case, proceeding, application or other matter before any city agency where such appearance or rendition of services is in connection with:

(i) the purchase, sale, rental or lease of real property, goods or services, or a contract therefor, from, to or with any such agency;

(ii) any proceeding relating to ratemaking;

(iii) the adoption or repeal of any rule or regulation having the force and effect of law;

(iv) the obtaining of grants of money or loans;

(v) licensing. For purposes of this paragraph, the term "licensing" shall mean any city agency activity respecting the grant, denial, renewal, revocation, enforcement, suspension, annulment, withdrawal, recall, cancellation or amendment of a license, permit or other form of permission conferring the right or privilege to engage in (i) a profession, trade, or occupation or (ii) any business or activity regulated by a regulatory agency of a city agency which in the absence of such license, permit or other form of permission would be prohibited; and

(vi) any proceeding relating to a franchise.

(c) Nothing contained in this subdivision shall prohibit a statewide elected official, or a state officer or employee, unless otherwise prohibited, or a member of the legislature or legislative employee, or political party chairman, from appearing before a state agency in a representative capacity if such appearance in a representative capacity is in connection with a ministerial matter.

(d) Nothing contained in this subdivision shall prohibit a member of the legislature, or a legislative employee on behalf of such member, from participating in or advocating any position in any matter in an official or legislative capacity, including, but not limited to, acting as a public advocate whether or not on behalf of a constituent. Nothing in this paragraph shall be construed to limit the application of the provisions of section seventy-seven of this chapter.

(e) Nothing contained in this subdivision shall prohibit a state officer or employee from appearing before a state agency in a representative capacity on behalf of an employee organization in any matter where such appearance is duly authorized by an employee organization.

(f) Nothing contained in this subdivision shall prohibit a political party chairman from participating in or advocating any matter in an official capacity.

(g) Nothing contained in this subdivision shall prohibit internal research or discussion of a matter, provided, however, that the time is not charged to the client and the person does not share in the net revenues generated or produced by the matter.

8. (a) (i) No person who has served as a state officer or employee shall within a period of two years after the termination of such service or employment appear or practice before such state agency or receive compensation for any services rendered by such former officer or employee on behalf of any person, firm, corporation or association in relation to any case, proceeding or application or other matter before such agency.

(ii) No person who has served as a state officer or employee shall after the termination of such service or employment appear, practice, communicate or otherwise render services before any state agency or receive compensation for any such services rendered by such former officer or employee on behalf of any person, firm, corporation or other entity in relation to any case, proceeding, application or transaction with respect to which such person was directly concerned and in which he or she personally participated during the period of his or her service or employment, or which was under his or her active consideration.

(iii) No person who has served as a member of the legislature shall within a period of two years after the termination of such service receive compensation for any services on behalf of any person, firm, corporation or association to promote or oppose, directly or indirectly, the passage of bills or resolutions by either house of the legislature. No legislative employee who is required to file an annual statement of financial disclosure pursuant to the provisions of section seventy-three-a of this chapter shall during the term of office of the legislature in which he or she was so employed, receive compensation at any time during the remainder of such term after leaving the employ of the legislature for any services on behalf of any person, firm, corporation or association to promote or oppose, directly or indirectly, the passage of bills or resolutions by either house of the legislature in relation to any matter with respect to which such person was directly concerned and in which he personally participated during the period of his service or employment. A legislative employee who acted primarily in a supervisory capacity in such matter and who was not personally involved in the development, negotiation or implementation of the matter to an important and material degree, may, with the approval of the legislative ethics committee, receive such compensation and perform such services.

(b) (i) The provisions of subparagraph (i) of paragraph (a) of this subdivision shall not apply to any state officer or employee whose employment was terminated on or after January first, nineteen hundred ninety-five and before April first, nineteen hundred ninety-nine because of economy, consolidation or abolition of functions, curtailment of activities or other reduction in the state work force. On or before the date of such termination of employment, the state agency shall provide to the terminated employee a written certification that the employee has been terminated because of economy, consolidation or abolition of functions, curtailment of activities or other reduction in the state work force, and that such employee is covered by the provisions of this paragraph. The written certification shall also contain a notice describing the rights and responsibilities of the employee pursuant to the provisions of this section. The certification and notice shall contain the information and shall be in the form set forth below:

CERTIFICATION AND NOTICE

TO: EMPLOYEE'S NAME:

STATE AGENCY:

DATE OF TERMINATION:

I, (NAME AND TITLE) OF (STATE AGENCY), HEREBY CERTIFY THAT YOUR TERMINATION FROM STATE SERVICE IS BECAUSE OF ECONOMY, CONSOLIDATION OR ABOLITION OF FUNCTIONS, CURTAILMENT OF ACTIVITIES OR OTHER REDUCTION IN THE STATE WORK FORCE. THEREFORE, YOU ARE COVERED BY THE PROVISIONS OF PARAGRAPH (B) OF SUBDIVISION EIGHT OF SECTION SEVENTY-THREE OF THE PUBLIC OFFICERS LAW.

YOU WERE DESIGNATED AS A POLICYMAKER: YES NO

(TITLE)

TO THE EMPLOYEE:

THIS CERTIFICATION AFFECTS YOUR RIGHT TO ENGAGE IN CERTAIN ACTIVITIES AFTER YOU LEAVE STATE SERVICE.

ORDINARILY, EMPLOYEES WHO LEAVE STATE SERVICE MAY NOT, FOR TWO YEARS, APPEAR OR PRACTICE BEFORE THEIR FORMER AGENCY OR RECEIVE COMPENSATION FOR RENDERING SERVICES ON A MATTER BEFORE THEIR FORMER AGENCY. HOWEVER, BECAUSE OF THIS CERTIFICATION, YOU MAY BE EXEMPT FROM THIS RESTRICTION.

IF YOU WERE NOT DESIGNATED AS A POLICYMAKER BY YOUR AGENCY, YOU ARE AUTOMATICALLY EXEMPT. YOU MAY, UPON LEAVING STATE SERVICE, IMMEDIATELY APPEAR, PRACTICE OR RECEIVE COMPENSATION FOR SERVICES RENDERED BEFORE YOUR FORMER AGENCY.

IF YOU WERE DESIGNATED AS A POLICYMAKER BY YOUR AGENCY, YOU ARE ELIGIBLE TO APPLY FOR AN EXEMPTION TO THE STATE ETHICS COMMISSION AT 39 COLUMBIA STREET, ALBANY, NEW YORK 12207.

EVEN IF YOU ARE OR BECOME EXEMPT FROM THE TWO YEAR BAR, THE LIFETIME BAR OF THE REVOLVING DOOR STATUTE WILL CONTINUE TO APPLY TO YOU. YOU MAY NOT APPEAR, PRACTICE, COMMUNICATE OR OTHERWISE RENDER SERVICES BEFORE ANY STATE AGENCY IN RELATION TO ANY CASE, PROCEEDING, APPLICATION OR TRANSACTION WITH RESPECT TO WHICH YOU WERE DIRECTLY CONCERNED AND IN WHICH YOU PERSONALLY PARTICIPATED DURING YOUR STATE SERVICE, OR WHICH WAS UNDER YOUR ACTIVE CONSIDERATION.

IF YOU HAVE ANY QUESTIONS ABOUT THE APPLICATION OF THE POST-EMPLOYMENT RESTRICTIONS TO YOUR CIRCUMSTANCES, YOU MAY CONTACT THE STATE ETHICS COMMISSION AT (518) 432-8207 OR 1-800-ETHIC (1-800-873-8442).

(ii) The provisions of subparagraph (i) of this paragraph shall not apply to any such officer or employee who at the time of or prior to such termination had served in a policymaking position as determined by the appointing authority, which determination had been filed with the state ethics commission, provided that such officer or employee may so appear or practice or receive such compensation with the prior approval of the state ethics commission. In determining whether to grant such approval the state ethics commission shall consider:

A. Whether the employee's prior job duties involved substantial decision-making authority over policies, rule or contracts;

B. The nature of the duties to be performed by the employee for the prospective employer;

C. Whether the prospective employment is likely to involve substantial contact with the employee's former agency and the extent to which any such contact is likely to involve matters where the agency has the discretion to make decisions based on the work product of the employee;

D. Whether the prospective employment may be beneficial to the state or the public; and

E. The extent of economic hardship to the employee if the application is denied.

(c) The provisions of paragraph (b) of this subdivision shall not apply to employees whose employment has been discontinued as a result of retirement or to employees who, prior to termination, have declined to exercise a right to another position with a state agency unless such position would require the employee to travel more than thirty-five miles in each direction to the new position or accept a reduction in base salary of more than ten per centum.

(d) Nothing contained in this subdivision shall prohibit any state agency from adopting rules concerning practice before it by former officers or employees more restrictive than the requirements of this subdivision.

(e) This subdivision shall not apply to any appearance, practice, communication or rendition of services before any state agency, or either house of the legislature, or to the receipt of compensation for any such services, rendered by a former state officer or employee or former member of the legislature or legislative employee, which is made while carrying out official duties as an elected official or employee of a federal, state or local government or one of its agencies.

(f) Nothing in this subdivision shall be deemed to prevent a former state officer or employee who was employed on a temporary basis to perform routine clerical services, mail services, data entry services or other similar ministerial tasks, from subsequently being employed by a person, firm, corporation or association under contract to a state agency to perform such routine clerical services, mail services, data entry services or other similar ministerial tasks; provided, however, this paragraph shall in no event apply to any such state officer or employee who was required to file an annual statement of financial disclosure pursuant to section seventy-three-a of this article.

(g) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) of this subdivision, a former state officer or employee may contract individually, or as a member or employee of a firm, corporation or association, to render services to any state agency when the agency head certifies in writing to the state ethics commission that the services of such former officer or employee are required in connection with the agency's efforts to address the state's year 2000 compliance problem.

8-a. The provisions of paragraphs (a) and (b) of subdivision eight of this section shall not apply to any such former state officer or employee engaged in any of the specific permitted activities defined in this subdivision that are related to any civil action or proceeding in any state or federal court, provided that the attorney general has certified in writing to the state ethics commission, with a copy to such former state officer or employee, that the services are rendered on behalf of the state, a state agency, state officer or employee, or other person or entity represented by the attorney general, and that such former state officer or employee has expertise, knowledge or experience which is unique or outstanding in a field or in a particular matter or which would otherwise be generally unavailable at a comparable cost to the state, a state agency, state officer or employee, or other person or entity represented by the attorney general in such civil action or proceeding. For purposes of this subdivision the term "permitted activities" shall mean generally any activity performed at the request of the attorney general or the attorney general's designee, including without limitation:

(a) preparing or giving testimony or executing one or more affidavits;

(b) gathering, reviewing or analyzing information, including documentary or oral information concerning facts or opinions, attending depositions or participating in document review or discovery;

(d) performing audits, appraisals, compilations or computations, or reporting about them;

(e) identifying information to be sought concerning facts or opinions; or

(f) otherwise assisting in the preparation for, or conduct of, such litigation.

Nothing in this subdivision shall apply to the provision of legal representation by any former state officer or employee.

9. No party officer while serving as such shall be eligible to serve as a judge of any court of record, attorney-general or deputy or assistant attorney-general or solicitor general, district attorney or assistant district attorney. As used in this subdivision, the term "party officer" shall mean a member of a national committee, an officer or member of a state committee or a county chairman of any political party.

10. Nothing contained in this section, the judiciary law, the education law or any other law or disciplinary rule shall be construed or applied to prohibit any firm, association or corporation, in which any present or former statewide elected official, state officer or employee, or political party chairman, member of the legislature or legislative employee is a member, associate, retired member, of counsel or shareholder, from appearing, practicing, communicating or otherwise rendering services in relation to any matter before, or transacting business with a state agency, or a city agency with respect to a political party chairman in a county wholly included in a city with a population of more than one million, otherwise proscribed by this section, the judiciary law, the education law or any other law or disciplinary rule with respect to such official, member of the legislature or officer or employee, or political party chairman, where such statewide elected official, state officer or employee, member of the legislature or legislative employee, or political party chairman does not share in the net revenues, as defined in accordance with generally accepted accounting principles by the state ethics commission or by the legislative ethics committee in relation to persons subject to their respective jurisdictions, resulting therefrom, or, acting in good faith, reasonably believed that he or she would not share in the net revenues as so defined; nor shall anything contained in this section, the judiciary law, the education law or any other law or disciplinary rule be construed to prohibit any firm, association or corporation in which any present or former statewide elected official, member of the legislature, legislative employee, full-time salaried state officer or employee or state officer or employee who is subject to the provisions of section seventy-three-a of this chapter is a member, associate, retired member, of counsel or shareholder, from appearing, practicing, communicating or otherwise rendering services in relation to any matter before, or transacting business with, the court of claims, where such statewide elected official, member of the legislature, legislative employee, full-time salaried state officer or employee or state officer or employee who is subject to the provisions of section seventy-three-a of this chapter does not share in the net revenues, as defined in accordance with generally accepted accounting principles by the state ethics commission or by the legislative ethics committee in relation to persons subject to their respective jurisdictions, resulting therefrom, or, acting in good faith, reasonably believed that he or she would not share in the net revenues as so defined.

11. Notwithstanding any provision of the judiciary law, the education law or any other law or disciplinary rule to the contrary:

(a) Conduct authorized pursuant to subdivision eight of this section by a person who has served as a member of the legislature or as a legislative employee shall not constitute professional misconduct or grounds for disciplinary action of any kind;

(b) No member of the legislature or former member of the legislature shall be prohibited from appearing, practicing, communicating or otherwise rendering services in relation to any matter before, or transacting business with, any state agency solely by reason of any vote or other action by such member or former member in respect to the confirmation or election of any member, commissioner, director or other person affiliated with such state agency, but nothing in this paragraph shall limit the prohibition contained in subdivision eight of this section;

(c) The appearance, practice, communication or rendition of services in relation to any matter before, or transaction of business with a state agency, or with the court of claims, or the promotion or opposition to the passage of bills or resolutions by either house of the legislature, by a member, associate, retired member, of counsel or shareholder of a firm, association or corporation, in accordance with subdivision ten of this section, is hereby authorized and shall not constitute professional misconduct or grounds for disciplinary action of any kind solely by reason of the professional relationship between the statewide elected official, state officer or employee, political party chairman, member of the legislature, or legislative employee and any firm, association, corporation or any member, associate, retired member, of counsel, or shareholder thereof, or by reason of the appearance created by any such professional relationship.

12. A statewide elected official, state officer or employee, or a member of the legislature or legislative employee, or political party chairman, who is a member, associate, retired member, of counsel to, or shareholder of any firm, association or corporation which is appearing or rendering services in connection with any case, proceeding, application or other matter listed in paragraph (a) or (b) of subdivision seven of this section shall not orally communicate, with or without compensation, as to the merits of such cause with an officer or an employee of the agency concerned with the matter.

13. For the purposes of this section, a statewide elected official or state officer or employee or member of the legislature or legislative employee or political party chairman who is a member, associate, retired member, of counsel to, or shareholder of any firm, association or corporation shall not be deemed to have made an appearance under the provisions of this section solely by the submission to a state agency or city agency of any printed material or document bearing his or her name, but unsigned by him or her, such as by limited illustrations the name of the firm, association or corporation or the letterhead of any stationery, which pro forma serves only as an indication that he or she is such a member, associate, retired member, of counsel to, or shareholder.

14. In addition to any penalty contained in any other provision of law, any person who knowingly and intentionally violates the provisions of subdivisions two through five or subdivision seven, eight or twelve of this section shall be subject to a civil penalty in an amount not to exceed ten thousand dollars. Assessment of a civil penalty hereunder shall be made by the state ethics commission or the legislative ethics committee, as the case may be, with respect to persons subject to their respective jurisdictions. The state ethics commission acting pursuant to subdivision thirteen of section ninety-four of the executive law, or the legislative ethics committee acting pursuant to subdivision twelve of section eighty of the legislative law, as the case may be, may, in lieu of a civil penalty, with respect to a violation of subdivisions two through five or subdivision seven or eight of this section, refer a violation of any such subdivision to the appropriate prosecutor and upon such conviction, but only after such referral, such violation shall be punishable as a class A misdemeanor.

Section 74 of the New York Public Officers Law

Section 74. Code of Ethics

1. Definition.

As used in this section:

The term "state agency" shall mean any state department, or division, board, commission, or bureau of any state department or any public benefit corporation or public authority at least one of whose members is appointed by the governor.

The term "legislative employee" shall mean any officer or employee of the legislature but it shall not include members of the legislature.

2. Rule with respect to conflicts of interest.

No officer or employee of a state agency, member of the legislature or legislative employee should have any interest, financial or otherwise, direct or indirect, or engage in any business or transaction or professional activity or incur any obligation of any nature, which is in substantial conflict with the proper discharge of his duties in the public interest.

3. Standards.

a. No officer or employee of a state agency, member of the legislature or legislative employee should accept other employment which will impair his independence of judgment in the exercise of his official duties.

b. No officer or employee of a state agency, member of the legislature or legislative employee should accept employment or engage in any business or professional activity which will require him to disclose confidential information which he has gained by reason of his official position or authority.

c. No officer or employee of a state agency, member of the legislature or legislative employee should disclose confidential information acquired by him in the course of his official duties nor use such information to further his personal interests.

d. No officer or employee of a state agency, member of the legislature or legislative employee should use or attempt to use his official position to secure unwarranted privileges or exemptions for himself or others.

e. No officer or employee of a state agency, member of the legislature or legislative employee should engage in any transaction as representative or agent of the state with any business entity in which he has a direct or indirect financial interest that might reasonably tend to conflict with the proper discharge of his official duties.

f. An officer or employee of a state agency, member of the legislature or legislative employee should not by his conduct give reasonable basis for the impression that any person can improperly influence him or unduly enjoy his favor in the performance of his official duties, or that he is affected by the kinship, rank, position or influence of any party or person.

g. An officer or employee of a state agency should abstain from making personal investments in enterprises which he has reason to believe may be directly involved in decisions to be made by him or which will otherwise create substantial conflict between his duty in the public interest and his private interest.

h. An officer or employee of a state agency, member of the legislature or legislative employee should endeavor to pursue a course of conduct which will not raise suspicion among the public that he is likely to be engaged in acts that are in violation of his trust.

i. No officer or employee of a state agency employed on a full-time basis nor any firm or association of which such an officer or employee is a member nor corporation a substantial portion of the stock of which is owned or controlled directly or indirectly by such officer or employee, should sell goods or services to any person, firm, corporation or association which is licensed or whose rates are fixed by the state agency in which such officer or employee serves or is employed.

j. If any officer or employee of a state agency shall have a financial interest, direct or indirect, having a value of ten thousand dollars or more in any activity which is subject to the jurisdiction of a regulatory agency, he should file with the secretary of state a written statement that he has such a financial interest in such activity which statement shall be open to public inspection.

In addition to any penalty contained in any other provision of law any such officer, member or employee who shall knowingly and intentionally violate any of the provisions of this section may be fined, suspended or removed from office or employment in the manner provided by law.