(a) The Tobacco Settlement Financing Corporation is established as a special purpose, independent instrumentality of the Virgin Islands. The Corporation shall be a corporate body, intended, created, and empowered to effectuate the purposes stated in this chapter, and shall have a legal existence separate from the Government.
(b) The purpose of the Corporation is to purchase all of the Government's right, title, and interest in certain payments received and to be received by the Government under the Master Settlement Agreement, including all the moneys, and any interest thereon, payable to or received by the Government under the Master Settlement Agreement, except for the payments that have been received by the Government prior to February 1, 2001, and to issue Bonds and the Residual Bond, if any, to pay the purchase price therefor. The Corporation may enter into the Purchase Agreement and may perform any acts necessary or convenient to effectuate its purposes, including payment or refinancing of healthcare projects.
(c) In addition to any other powers or authority conferred by this section or chapter, the Corporation shall have all the powers as are conferred upon corporations by the laws of the Virgin Islands to the extent not inconsistent with or restricted by the provisions of this section or chapter, and to exercise all its powers within or outside the Virgin Islands to the same extent natural persons might do, including the power to:
(1) Adopt, amend, repeal, and enforce bylaws, rules, regulations, and procedures as it determines appropriate to the government of its affairs and the conduct of its business and which are not inconsistent with this section;
(2) Sue and be sued, and to complain and defend, in its own name;
(3) Adopt, alter and use a corporate seal, which shall be judicially noticed, provided that the absence of the seal on a contract or other documents shall not affect its validity;
(4) Acquire, purchase, hold, lease, sell, assign, pledge, or convey real and personal property, contract rights, general intangibles, revenues, moneys, and accounts as may be proper or expedient to carry out the purposes of the Corporation and this chapter, and to assign, convey, sell, transfer, lease or otherwise dispose of such property;
(5) Elect, appoint, and employ such officers, agents, and employees as the Corporation considers advisable to operate and manage the affairs of the Corporation, and to define their duties and fix, adjust, and define their compensation as it determines to be appropriate;
(6) Make, execute, or perform contracts, commitments, agreements, trust indentures, and other instruments and agreements, including, as approved by its board, investment contracts, swap agreements and other hedging transaction agreements, liquidity facilities, insurance agreements, or reinsurance agreements, necessary, or convenient to accomplish the purposes of the Corporation and this chapter;
(7) Select, retain, and employ professionals, contractors, or agents which are necessary, or convenient to enable or assist the Corporation in carrying out the purposes of the Corporation;
(8) Indemnify or insure members of the board and officers of the Corporation as it determines appropriate;
(9) Purchase insurance or self-insure against loss in connection with its property and other assets or other risks, in such amounts and from such insurers as it determines appropriate; and
(10) Perform any act not inconsistent with the Revised Organic Act, as amended, applicable federal law or Virgin Islands law necessary or convenient to carry out the purposes of the Corporation.
(d)
(1) The Corporation shall be governed by a board of directors consisting of three members. The Governor or a person acting in the official capacity of the Governor, shall serve as the ex-officio member of the board. Two members of the board shall be private citizens, “independent members”. A quorum shall consist of three members. Actions of the board shall be determined by a majority vote of the members unless a unanimous vote of all the members will be required by the by-laws of the Corporation for certain purposes; provided, that the affirmative vote of the independent members shall be required for the issuance of the Bonds.
(2) One independent member of the board of directors shall be appointed by the Governor and one independent member of the board shall be appointed by the President of the Legislature, each within 30 calendar days after the effective date of this chapter or 180 days after the date of a vacancy. Each of the independent members of the board shall serve a term of 4 years, except that an independent member selected to fill a vacancy occurring before the end of the term for which his predecessor was selected shall only serve until the end of the term. A member may serve after the expiration of his term until his successor has taken office.
(3) The independent members may receive compensation not in excess of $50 per each day or part thereof spent in the meeting of the Board and all members may receive, or be reimbursed for, the actual, reasonable, and necessary expenses incurred in the performance of their official duties.
(e) All assets and income of the Corporation shall be exempt from Virgin Islands taxation.
(f) The Corporation shall have the same fiscal year as the Government.
(g) An independent accountant, appointed by the board of directors of the Corporation, shall conduct an annual audit of the accounts and records of the Corporation.
(h) No Virgin Islands laws, rules, or orders governing procurement or administrative procedures or personnel shall apply to the Corporation, its activities, board members, officers, or employees, except as otherwise provided for in this chapter.
(i) All operating and administrative expenses of the Corporation necessary for the proper business of the Corporation and budgeted at the time of the issuance of the Bonds or in any successive year and costs of issuance of the Bonds shall be paid by the Corporation out of the payments received by the Corporation under the Master Settlement Agreement and from the proceeds of the Bonds.