North Carolina § 55A-3-07 - Certain corporations subject to Public Records Act and Open Meetings Law.

§ 55A-3-07. Certain corporations subject to Public Records Act and Open Meetings Law.

Any of the following corporations organized under this Chapter is subject to the Public Records Act (Chapter 132 of the General Statutes) and the Open Meetings Law (Article 33C of Chapter 143 of the General Statutes): A corporation organized under the terms of any consent decree and final judgment in any civil action calling on a state officer to create the corporation, for the purposes of receipt and distribution of funds allocated to the State of North Carolina to provide economic impact assistance on account of one industry. A corporation organized upon the request of the State for the sole purpose of financing projects for public use. Transfer of assets. - The nonprofit corporation may not dispose of assets pursuant to G.S. 55A-12-02 without the approval of the General Assembly. Charter repeal. - The charter of the nonprofit corporation may be repealed at any time by the legislature pursuant to Article VIII, Section 1 of the North Carolina Constitution. The nonprofit corporation may not amend its articles of incorporation without the approval of the General Assembly. Dissolution. - The nonprofit corporation may be dissolved pursuant to Chapter 55A of the General Statutes, by the General Assembly, or by the Court pursuant to the Consent Decree. Upon dissolution, all unencumbered assets and funds of the nonprofit corporation, including the right to receive future funds are transferred to the Settlement Reserve Fund established pursuant to G.S. 143-16.4. History (1999-2, s. 7; 2001-84, s. 4.) Editor's Note. - Session Laws 1999-2, ss. 1-6, as amended by Session Laws 2011-145, s. 6.11(d), as amended by Session Laws 2011-391, s. 7(b), and as amended by Session Laws 2013-360, ss. 6.4(a), (b), and 15.10A(a), provide in part that the creation of the nonprofit corporation pursuant to subparagraph VI.A.1 of the Consent Decree and Final Judgment entered in that action of the State of North Carolina v. Philip Morris Incorporated, Et. Al (98 CVS 14377) on December 21, 1998, is hereby approved. The General Assembly also approves the provisions in the Consent Decree concerning the governance of the nonprofit corporation by 15 directors, five to be appointed by the Governor of the State of North Carolina, five by the President Pro Tempore of the North Carolina Senate, and five by the Speaker of the North Carolina House of Representatives, respectively in their sole discretion; and that the Governor shall appoint the first Chair among his appointees, and the directors shall elect their own Chair from among their number for subsequent terms. Members of the General Assembly may not be appointed to serve on the board of directors while serving in the General Assembly. The Attorney General shall draft articles of incorporation for the nonprofit corporation to enable the nonprofit corporation to carry out its mission as set out in the Consent Decree. The articles of incorporation shall provide for the following: (1) Consultation; reporting. - The nonprofit corporation shall consult with the Joint Legislative Commission on Governmental Operations ("Commission") prior to the corporation's board of directors (i) adopting bylaws and (ii) adopting the annual operating budget and shall report on its programs and activities, its administrative expenses and copies of its annual report and tax return information to the Commission on or before March 1 of each fiscal year and more frequently as requested by the Commission. (2) Public records; open meetings. - The nonprofit corporation is subject to the Open Meetings Law as provided in Article 33C of Chapter 143 of the General Statutes and the Public Records Act as provided in Chapter 132 of the General Statutes. The nonprofit corporation shall publish at least annually a report, available to the public and filed with the Joint Legislative Commission on Governmental Operations, of every expenditure or distribution in furtherance of the public charitable purposes of the nonprofit corporation. The nonprofit corporation's right to receive funds is contingent upon the filing of articles of incorporation that comply this act. It is the intent of the General Assembly that the Governor, Speaker of the House of Representatives, and President Pro Tempore of the Senate, in appointing directors to the nonprofit corporation, shall, in their sole discretion, include among their appointments representatives of tobacco production, tobacco manufacturing, tobacco-related employment, health, and economic development interests, with each appointing authority selecting at least two directors from these interests. It is also the intent of the General Assembly that the appointing authorities, in appointing directors, shall appoint members that represent the geographic, gender, and racial diversity of the State. The funds under the Master Settlement Agreement, which is incorporated into the Consent Decree, shall be credited to the Settlement Reserve Fund. Any monies paid into the North Carolina State Specific Account from the Disputed Payments Account on account of the Non-Participating Manufacturers that would have been transferred to The Golden L.E.A.F. (Long-Term Economic Advancement Foundation), Inc., shall be deposited in the Settlement Reserve Fund. (3) Twenty-five percent (25%) to a trust fund to be established by the General Assembly for the benefit of health, with this trust fund to be governed by a board of trustees comprised of a broad representation of health interests. Session Laws 2013-360, s. 6.4(c), as amended by Session Laws 2013-363, s. 1.2, provides: "The Attorney General shall take all necessary actions to implement this section and to notify the court in the action entitled State of North Carolina v. Philip Morris Incorporated, et al., 98 CVS 14377, in the General Court of Justice, Superior Court Division, Wake County, North Carolina, and the administrators of the State Specific Account established under the Master Settlement Agreement of this action by the General Assembly regarding redirection of payments set forth in subsections (a) and (b) of this section [see above note re: Session Laws 1999-2, as amended]." Session Laws 2001-84, s. 2, provided: "This act, being necessary for the health and welfare of the people of the State, shall be liberally construed to effect its purposes." Session Laws 2011-145, s. 1.1, provides: "This act shall be known as the 'Current Operations and Capital Improvements Appropriations Act of 2011.'" Session Laws 2011-145, s. 32.2, provides: "Except for statutory changes or other provisions that clearly indicate an intention to have effects beyond the 2011-2013 fiscal biennium, the textual provisions of this act apply only to funds appropriated for, and activities occurring during, the 2011-2013 fiscal biennium." Session Laws 2011-145, s. 32.5 is a severability clause. Session Laws 2013-360, s. 15.10A(d), as added by Session Laws 2013-363, s. 5.9(b), provides: "This section becomes effective upon the Attorney General taking all necessary actions to implement the provisions of this section as provided in subsection (c) of this section." The Attorney General gave the necessary notices on or about August 14, 2013." Session Laws 2013-360, s. 1.1, provides: "This act shall be known as the 'Current Operations and Capital Improvements Appropriations Act of 2013.'" Session Laws 2013-360, s. 38.2, provides: "Except for statutory changes or other provisions that clearly indicate an intention to have effects beyond the 2013-2015 fiscal biennium, the textual provisions of this act apply only to funds appropriated for, and activities occurring during, the 2013-2015 fiscal biennium." Session Laws 2013-360, s. 38.5 is a severability clause.