§ 52:18B-3 — "Tobacco Settlement Financing Corporation."

3. a. There is hereby established in, but not of, the Department of Treasury a public body corporate and politic, with corporate succession, to be known as the "Tobacco Settlement Financing Corporation." The corporation is hereby constituted as an instrumentality of the State exercising public and essential governmental functions, and the exercise by the corporation of the powers conferred by this act shall be deemed and held to be an essential governmental function of the State. Notwithstanding the existence of common management, the corporation shall be treated and accounted for as a separate legal entity with its separate corporate purposes as set forth in this act. The assets, liabilities and funds of the corporation shall be neither consolidated nor commingled with those of the State or of any entity capable of being a debtor in a case commenced under the federal bankruptcy code. b. The corporation shall have and be governed by three members who shall be the Commissioner of Health and Senior Services of the State and the State Treasurer, who shall be members ex officio, and one public member appointed by the Governor (who shall have knowledge in the area of health care or the provision of health care) who shall serve at the pleasure of the Governor; provided however, the Governor may appoint the head of a principal department of the State to replace the Commissioner of Health and Senior Services of the State as a member. The State Treasurer shall serve as the chairperson of the corporation. The corporation shall elect from among its members a vice chairman. The powers of the corporation shall be vested in the members thereof in office from time to time and a majority of the total authorized membership of the corporation shall constitute a quorum at any meeting thereof. Action may be taken and motions and resolutions adopted by the corporation at any meeting thereof by the affirmative vote of a majority of the members present. No vacancy in the membership of the corporation shall impair the right of a quorum of the members to exercise all the powers and perform all the duties of the corporation. c. Each member before entering upon his or her duties shall take and subscribe an oath to perform the duties of his or her office faithfully, impartially and justly to the best of his or her ability. A record of such oaths shall be filed in the office of the Secretary of State. d. The State Treasurer shall be the president of the corporation, the Deputy State Treasurer shall be the vice president of the corporation and the State Comptroller shall be the treasurer of the corporation. The president of the corporation shall appoint the secretary of the corporation. The staff of the office of the State Treasurer shall also serve as staff of the corporation. State officers, agencies, and departments may render services to the corporation within their respective functions, as requested by the corporation. e. Each member and the treasurer of the corporation shall execute a bond to be conditioned upon the faithful performance of the duties of such member or treasurer in such form and amount as may be prescribed by the State Comptroller. Such bonds shall be filed in the office of the Secretary of State. At all times thereafter the members and treasurer of the corporation shall maintain such bonds in full force and effect. All costs of such bonds shall be borne by the corporation. f. The members of the corporation shall serve without compensation, but the corporation shall reimburse its members for actual expenses necessarily incurred in the discharge of their duties. Notwithstanding the provisions of any other laws, no officer or employee of the State shall be deemed to have forfeited or shall forfeit his or her office or employment or any benefits or emoluments thereof by reason of his or her acceptance of the office of ex officio member or officer of the corporation or his or her services therein. g. Each ex officio member of the corporation may designate an officer or employee of his or her department to represent him or her at meetings of the corporation, and each such designee may lawfully vote and otherwise act on behalf of the member for whom he or she constitutes the designee. Any such designation shall be in writing delivered to the secretary of the corporation and shall continue in effect until revoked or amended by writing delivered to the secretary of the corporation. h. The corporation may be dissolved by act of the Legislature on condition that the corporation has no debts or obligations outstanding or that provision has been made for the payment or retirement of such debts or obligations. Upon any such dissolution of the corporation, all property, funds and assets thereof shall be vested in the State. i. The corporation shall cause an audit of its books and accounts to be made at least once in each year by certified public accountants and cause a copy thereof to be filed with the Secretary of State and the State Comptroller. j. No member, officer, employee or agent of the corporation shall have an interest, either directly or indirectly, in any business organization engaged in any business, contract or transaction with the corporation or in any contract of any other person engaged in any business with the corporation, or in the purchase, sale, lease or transfer of any property to or from the corporation. L.2002,c.32,s.3.