N.Y. Tobacco Settlement Financing Corporation Act § 2: The tobacco settlement financing corporation

§ 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.