§ 2. The tobacco settlement financing corporation. There is hereby
created and established a subsidiary of the authority to be known as the
"tobacco settlement financing corporation" as a public benefit
corporation, separate and apart from the state. The directors of the
authority shall serve as the members of the corporation and shall
receive no additional salary or other compensation, either direct or
indirect, for serving as members of the corporation, other than
reimbursement for actual and necessary expenses incurred in the
performance of such person's duties. Any one or more members of the
board may participate in a meeting of such board 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 by such means shall constitute presence in person at
a meeting. The corporation may delegate to one or more of its members,
or officers, agents and employees, such powers and duties as the members
may deem proper. Except as otherwise expressly provided by this act,
actions by the corporation and the members of its board, and exercise of
the corporation's powers, shall be taken in the same manner and subject
to the same requirements, as are set forth or imposed under chapter 902
of the laws of 1972, as amended, for such actions and performance by the
authority and its directors. Notwithstanding the existence of common
management, the corporation shall be treated as a separate legal entity
with its separate corporate purpose as set forth in section six of this
act; and, accordingly, the assets, liabilities and funds of the
corporation shall be neither consolidated nor commingled with those of
the authority. The corporation and its corporate existence shall
continue until six months after all its liabilities have been met or
otherwise discharged. Upon the termination of the existence of the
corporation, all of its rights and property shall pass to and be vested
in the state.