New Jersey § 12:11a-5

§ 12:11a-5.

a. There is hereby established in the Department of the Treasury a body corporate and politic, with corporate succession, to be known as the “South

Jersey Port Corporation.” The corporation is hereby constituted an instrumentality exercising public and essential

governmental functions, and the exercise by the corporation of the powers conferred

by this act in the establishment, acquisition, construction, rehabilitation, improvement,

operation and maintenance of marine terminals shall be deemed and held to be an essential

governmental function of the State. b. The corporation shall consist of the State Treasurer, ex officio, or the Treasurer's designated representative, who

shall be a voting member of the corporation, and 10 public members, each of whom shall be a resident of the port district, who shall have been

a qualified elector therein for a period of at least 3 years next preceding his appointment. For the purpose of representation on the corporation the port district shall be

divided into subdistricts with representation as follows: (1) The counties of Cape May, Cumberland and Salem shall constitute one subdistrict

and shall be represented by two public members on the corporation who shall be appointed from these counties. (2) The counties of Camden and Gloucester shall constitute one subdistrict and shall

be represented by five public members on the corporation . At least three of the public members representing the subdistrict designated under this paragraph shall be appointed from Camden County, and at least one of these public members appointed from Camden County shall

be appointed from the City of Camden. At least one of the public members of such subdistrict shall be appointed from the

Borough of Paulsboro. (3) The counties of Burlington and Mercer shall constitute one subdistrict and shall

be represented by three public members on the corporation at least one of whom shall be appointed from each county

within this subdistrict. No more than six members shall be of the same political party. Each public member of the corporation shall be appointed by the Governor, with the advice and

consent of the Senate, except for the member or members appointed from the City of Camden who shall be appointed

by the Governor upon recommendation of the President of the Senate, and the member

or members appointed from the Borough of Paulsboro who shall be appointed by the Governor

upon recommendation of the Speaker of the General Assembly. Each public member shall be appointed for a term of 5 years and shall serve until his successor is appointed and has qualified;

except that of the first appointments hereunder, three shall be for a term of 2 years,

two for a term of 3 years, and two for a term of 4 years, and they shall serve until

their respective successors are appointed and have qualified. The term of each of the first appointees hereunder shall be designated by the Governor. Each public member of the corporation may be removed from office by the Governor or by the Legislature,

for cause, after a public hearing. Each member of the corporation before entering upon his duties shall take and subscribe

an oath to perform the duties of his office faithfully, impartially and justly to

the best of his ability. A record of such oaths shall be filed in the office of the Secretary of State. c. Any vacancies in the appointed membership of the corporation occurring other than by expiration of term shall be

filled in the same manner as the original appointment, but for the unexpired term

only. d. The Governor shall designate one of the members of the corporation as chairman

thereof and another member as vice-chairman thereof. The chairman and vice-chairman of the corporation so designated shall serve as such

at the pleasure of the Governor and until their respective successors have been designated. The corporation shall elect a secretary and a treasurer who need not be members. At the option of the corporation the same person may be elected to serve both as

secretary and treasurer. Six members of the corporation shall constitute a quorum and the vote of six members shall be necessary for any action taken by the corporation. No vacancy in the membership of the corporation shall impair the right of a quorum

to exercise all the rights and perform all the duties of the corporation. e. Before the issuance of any bonds or notes under the provisions of this act, each

member of the corporation shall execute a surety bond in the penal sum of $25,000.00,

and the treasurer shall execute a surety bond in the penal sum of $50,000.00, each

such surety bond to be conditioned upon the faithful performance of the duties of

the office of such member or treasurer, as the case may be, to be executed by a surety

company authorized to transact business in the State of New Jersey as surety and to

be approved by the Attorney General and filed in the office of the Secretary of State. f. The members of the corporation shall not receive compensation for their services

as members of the corporation. Each member shall be reimbursed by the corporation for his actual expenses necessarily

incurred in the performance of his duties. g. No resolution or other action of the corporation providing for the issuance of

bonds, refunding bonds or other obligations or for the fixing, revising or adjusting

of tolls for the use of any corporation project or parts thereof shall be adopted

or otherwise made effective by the corporation without the prior approval in writing

of the Governor and at least one of the following: the State Treasurer and the Director of the Division of Budget and Accounting in the Department of the Treasury . A true copy of the minutes of every meeting of the corporation shall be forthwith

delivered by and under the certification of the secretary thereof, to the Governor. No action taken at such meeting by the corporation shall have force or effect until

10 days, exclusive of Saturdays, Sundays and public holidays, after such copy of the

minutes shall have been so delivered. If, in said 10-day period, the Governor returns such copy of the minutes with veto

of any action taken by the corporation or any member thereof at such meeting, such

action shall be null and of no effect. The Governor may approve all or part of the action taken at such meeting prior to

said 10-day period. The powers conferred in subsection g. upon the Governor, the State Treasurer and

the Director of the Division of Budget and Accounting shall be exercised with due regard for the rights of the holders of bonds of the

corporation at any time outstanding, and nothing in, or done pursuant to, this subsection

g. shall in any way limit, restrict or alter the obligation or powers of the corporation

or any representative or officer of the corporation to carry out and perform in every detail each and every covenant, agreement or contract

at any time made or entered into by or on behalf of the corporation with respect to

its bonds for the benefit, protection or security of the holders thereof.