S2406

An Act concerning the State's public broadcasting system, supplementing Title 48 of the Revised Statutes, amending P.L.1977, c.44 and P.L.1972, c.133, and repealing various parts of the statutory law.

Be It Enacted by the Senate and General Assembly of the State of New Jersey:

1. (New section) This act shall be known and may be cited as the "New Jersey Public Broadcasting System Transfer Act."

2. (New section) The Legislature finds and declares that:

a. In 1968, the Legislature passed and then Governor Richard J. Hughes signed the “New Jersey Public Broadcasting Authority Act of 1968,” P.L.1968, c.405 (C.48:23-1 et seq.), establishing the New Jersey Public Broadcasting Authority (“authority”), the current operator of the New Jersey Network Public Television and Radio (“NJN”), in response to the inability of commercial and public broadcasters to adequately cover public affairs in the State. Further, in 1990, the Legislature passed and then Governor Thomas H. Kean signed P.L.1990, c.114 (C.48:23-13 et al.), establishing the Foundation for New Jersey Public Broadcasting (“foundation”) as NJN’s fundraising arm.

b. While this structure has served the State by building a broadcast network that assists in meeting the information and entertainment needs of our citizens, the current fiscal crisis confronting the State, and the inherent difficulties in operating an essentially creative, artistic, cultural, educational, and public affairs entity under the control of a State authority clearly necessitated a thorough re-examination of the State's role in public broadcasting.

c. In light of the aforesaid fiscal, structural, and operational challenges, the Fiscal Year 2011 appropriations law, passed by the Legislature and signed by the Governor on June 29, 2010 (P.L.2010, c.35), significantly reduced State support for public broadcasting services.

d. Because of a concern that the best interests of the citizens could be harmed by any wholesale elimination of public broadcasting, the Legislature created the “Legislative Task Force on Public Broadcasting,” which was charged with evaluating a potential transition of New Jersey assets to a non-profit entity. The task force concluded that such entity should: (1) continue to provide New Jersey-centric programming; (2) operate Statewide; (3) engage in new technology; and (4) provide independent, civic journalism.

e. It is therefore, necessary and in the public interest to establish a legal structure within which the authorization of a transfer, either by sale or lease, of the State’s public broadcasting system , or delegation by contract of the responsibility for operating that system, to a nonprofit corporation or other entity eligible to operate a public broadcasting system, including, but not limited to, a transfer of its assets, transfer or retention of its television and radio operating licenses, or transfer of responsibility for its operations, or an interest in them, may be accomplished in a timely manner that provides maximum benefits for the citizens of the State while, at the same time, minimizing disruption to affected employees and other interested parties. It is also in the public interest to authorize the establishment of a “New Jersey Public Media Restructuring Committee” empowered to effectuate the transfer and to take any and all actions necessary to effectuate the termination of the authority and the foundation.

f. Moreover, while it is important to consider and provide for a potential asset transfer to a nonprofit corporation or similar entity, it is also in the public interest to authorize the committee to explore alternative paths to such a transfer, including, but not limited to, the outright sale of some or all of the assets of the authority.

3. (New section) a. There is established a “New Jersey Public Media Restructuring Committee” (“committee”) which is empowered to effectuate the transfer of the State’s public broadcasting system to a nonprofit corporation or other entity eligible to operate a public broadcasting system and to take any and all actions necessary to effectuate the termination of the authority and the foundation. The committee shall consist of seven voting members as follows:

(1) the State Treasurer or the State Treasurer’s designee;

(2) two members appointed by the President of the Senate;

(3) two members appointed by the Speaker of the General Assembly;

(4) one member appointed by the Minority Leader of the Senate; and

(5) one member appointed by the Minority Leader of the General Assembly.

No more than four members of the Legislature who are appointed as members of the committee shall be of the same political party and members of the same political party shall reflect geographical diversity. Vacancies in the membership of the committee shall be filled in the same manner as the original appointments were made.

b. The committee shall organize as soon as practicable following the appointment of its members and shall hold its initial meeting no later than the 10th day after the effective date of P.L. , c. (C. ) (pending before the Legislature as this bill). The committee shall select two co-chairpersons from among its members and each co-chairperson shall be a member of a different political party.

c. The committee may meet and hold hearings at the places it designates during the sessions or recesses of the Legislature.

d. Any and all committee action authorized by sections 4 through 11 of P.L. , c. (C. ) (pending before the Legislature as this bill), shall be approved only by a majority vote of the members of the committee.

4. (New section) Upon authorization from the committee, the authority shall undertake all acts necessary to accomplish the transfer of the State’s public broadcasting system to an entity eligible to operate a public broadcasting system as authorized by P.L. , c. (C. ) (pending before the Legislature as this bill), including, but not limited to, applying or assisting in applying to the Federal Communications Commission (“FCC”) or other governmental entity for any required approval, executing any authorization or authorizations required to implement such transfer, and seeking any other approval or approvals as may be necessary and convenient to accomplish the transfer. All State departments and agencies, boards, committees, and authorities, as well as all municipal and county governing bodies, boards, commissions, and authorities, shall cooperate fully with the transfer authorized by P.L. , c. , and facilitate the transfer of assets, the rendering of approvals, and other acts necessary or convenient to accomplish the transfer. The committee is authorized to retain any consultants, experts, brokers, advisors, or other professionals whose services may be necessary in order to effectuate the transaction or transactions contemplated by P.L. , c. , and there are appropriated such sums as may be necessary for such fees and services, as well as any other costs determined to be necessary to effectuate such transaction or transactions, subject to the approval of the Director of the Division of Budget and Accounting in the Department of the Treasury.

5. (New section) a. The committee, in consultation with the authority, shall prepare a complete inventory identifying the public broadcasting system’s assets and liabilities appropriate for transfer or sale pursuant to section 6 of P.L. , c. (C. ) (pending before the Legislature as this bill). The inventory shall include a description and recommendations, if any, concerning the most appropriate mechanism or mechanisms through which a transfer of such assets and liabilities to a qualifying nonprofit corporation or one or more sales to another entity or entities pursuant to P.L. , c. , should be accomplished. The inventory shall be approved by the committee and copies of the inventory shall be delivered to the Governor, the Speaker of the General Assembly, and the President of the Senate upon its completion.

b. Any assets or properties owned by the State or any department, agency, board, authority, or committee thereof or any county or municipal board, commission, or authority used in the operation of the public broadcasting system or an interest therein, may be leased or licensed, in lieu of an assignment or transfer of such assets or properties, except as may otherwise be prohibited or limited by the terms of any debt issued to acquire such assets or properties, as determined by the committee.

6. (New section) a. The committee is authorized to receive and approve, in the committee’s discretion, one or more proposals to transfer, through a sale, lease or any other arrangement, all or any part of the assets of the authority, or to delegate by contract responsibility for conducting the operations of the public broadcasting system, to a nonprofit corporation; provided, however, that no such transfer or transfers shall occur unless the committee shall determine, upon application by or on behalf of the nonprofit corporation, that:

(1) The nonprofit corporation is an educational and charitable corporation validly existing and in good standing under the “New Jersey Nonprofit Corporation Act,” P.L.1983, c.127 (N.J.S.15A:1-1 et seq.) and is incorporated, organized and operated in such a manner as to qualify as a nonprofit corporation described in section 501(c)(3) of the federal Internal Revenue Code, 26U.S.C. s.501(c)(3) or any successor provision that is exempt from taxation pursuant to section 501(a) of the federal Internal Revenue Code, 26 U.S.C. s.501(a) or any successor provision;

(2) The nonprofit corporation’s certificate of incorporation and by-laws authorize the receipt of the FCC licenses currently assigned to the authority and the ownership of the assets and liabilities of the authority, and provide that the purposes of the nonprofit corporation include the ownership, maintenance, and operation of a public broadcasting system; and

(3) Upon the assignment of any broadcasting licenses and the transfer of assets, the nonprofit corporation shall provide public broadcasting services and operate a public broadcasting system consistent with FCC license requirements.

b. Any assets and liabilities, including receivables, shall automatically, without any further act or deed and by operation of law, be assigned, transferred, or conveyed to the nonprofit corporation upon the committee’s approval and shall become vested in the nonprofit corporation, any of which assignments, transfers or conveyances may also be evidenced by such instruments of assignment, transfer, or conveyance as the committee may approve, and all liabilities listed in a schedule of assets and liabilities, as well as all outstanding obligations and commitments lawfully undertaken or contracted for by the authority in respect of the public broadcasting system, shall be assumed and performed by the nonprofit corporation through the execution, delivery, and performance of such instruments of assumption as the committee shall prescribe, in each case subject to the approval by the committee.

c. The committee shall take such other actions, and may require the nonprofit corporation to take such other actions, as the committee deems to be necessary or convenient to implement the provisions of P.L. , c. (C. ) (pending before the Legislature as this bill).

d. The committee may assign, transfer, or convey to the nonprofit corporation from time to time such additional public broadcasting system assets as the committee deems appropriate to further the purposes of P.L. , c. .

e. As an alternative to a transfer or transfers as authorized by this section, the committee is authorized to solicit, receive and approve, in the committee’s discretion, one or more proposals to transfer the FCC licenses held by the authority to one or more existing nonprofit entities whose mission is public broadcasting or to other entities who are eligible to operate a public broadcasting system, on such terms and conditions as the committee shall determine to be in the public interest; provided, however, that the successor nonprofit entity or entities shall maintain a public media presence in New Jersey and be dedicated to serving the cultural, educational, and civic needs of the residents of New Jersey.

f. The committee may solicit, receive, and approve, in the committee’s discretion, one or more proposals to sell all or any part of the assets of the authority, other than the FCC licenses, to a for-profit corporation, not-for-profit corporation, or other entity, subject to such terms, conditions, limitations, rights of reversion and first refusal, provisions for liquidated damages and other contractual penalty provisions, and such other provisions as the committee shall determine to be in the public interest; provided, however, that no such transfer shall occur unless the committee shall determine, upon review of proposals, that, at the committee’s discretion, maximum value to the State and its citizens will be achieved.

7. (New section) The committee may receive, continue, or assume any records, liabilities, obligations or commitments of the authority or by written order or other appropriate method make an assignment or transfer thereof to any State department, agency, or instrumentality in order to effectuate the transfer of the State’s public broadcasting system to a nonprofit corporation or other entity eligible to operate a public broadcasting system authorized by P.L. , c. (C. ) (pending before the Legislature as this bill). All State departments, agencies, and instrumentalities shall take all necessary measures to effectuate any action taken by the committee pursuant to P.L. , c. , and shall assume and perform any liabilities, obligations, and commitments transferred or assigned to them.

8. (New section) The committee is authorized to enter into any and all agreements as may be required to carry out any transfer or sale of assets pursuant to P.L. , c. (C. ) (pending before the Legislature as this bill), as well as to set forth the terms and conditions of such transfer or sale.

9. (New section) Upon the transfer of all of the assets held by the authority, the activities of the authority and the foundation shall cease and the authority and the foundation shall be dissolved. Following the enactment of P.L. , c. (C. ) (pending before the Legislature as this bill), but prior to the transfer of all of the assets held by the authority, the authority and the foundation shall cooperate fully to ensure the implementation of P.L. , c. . The committee shall take any and all actions necessary to effectuate the termination of the foundation.

10. (New section) Notwithstanding the provisions of any other law, rule, or regulation to the contrary, contracts may be entered into and assets may be transferred, leased, subleased, licensed, or sublicensed, or authorized to be transferred, leased subleased, licensed, or sublicensed pursuant to P.L. , c. (C. ) (pending before the Legislature as this bill) without the approval of the State House Committee, established pursuant to R.S.52:20-1, the State Leasing and Space Utilization Committee, established pursuant to section 4 of P.L.1992, c.130 (C.52:18A-191.4), or the Office of Leasing Operations in the General Services Administration of the Department of the Treasury, established pursuant to section 3 of P.L.1992, c.130 (C.52:18A-191.3), or of any other person or agency, provided that the contract, transfer, lease, sublease, license, or sublicense has been approved in writing by the committee.

11. (New section) Public broadcasting system assets transferred, or authorized to be transferred, by contract or otherwise, pursuant to P.L. , c. (C. ) (pending before the Legislature as this bill), may be leased, subleased, licensed, sublicensed, sold, devised, donated, or otherwise disposed of, at the committee’s discretion, for a nominal or other consideration, in order to effectuate the transfer of the State’s public broadcasting system to a nonprofit corporation or other entity eligible to operate a public broadcasting system required by P.L. , c. .

12. Section 3 of P.L.1977, c.44 (C.34:1B-24) is amended to read as follows:

3. a. There is hereby established in but not of the [Department of Labor and Industry] Division of Business Assistance, Marketing, and International Trade in the New Jersey Economic Development Authority a Motion Picture and Television Development Commission.

b. The commission shall consist of eight public members, no more than four of whom shall be members of the same political party, who shall be appointed by the Governor with the advice and consent of the Senate, and the Chairman of the New Jersey State Council on the Arts, [the Chairman of the Public Broadcasting Authority] and the Commissioner of Labor and [Industry on] Workforce Development or their designees serving in an ex officio capacity. The Governor shall appoint from the [11] ten members a chairman who shall serve in [said] that office at the pleasure of the Governor.

c. The public members of the commission shall be appointed initially for the following terms: three members for a term of [2] two years; three members for a term of [3] three years; and two members for a term of [4] four years. The initial members shall serve from the date of the original appointment for the aforementioned specified terms and until their respective successors shall be duly appointed and qualified. The term of each such appointed member shall be designated by the Governor at the time of his appointment. The successors to the initially appointed members shall each be appointed for a term of [4] four years, except that any person appointed to fill a vacancy shall serve only for the unexpired term.

d. The members of the commission shall serve without compensation, but the commission may reimburse its members for necessary expenses incurred in the discharge of their duties.

(cf: P.L.1977, c.44, s.3)

13. Section 4 of P.L.1972, c.133 (C.52:14E-4) is amended to read as follows:

4. There is hereby created a Governor's Advisory Council for Emergency Services, which shall consist of the Attorney General, who shall be the presiding officer; the Adjutant General of Military and Veterans' Affairs, the Commissioner of Community Affairs, the Commissioner of Environmental Protection, the Commissioner of Transportation, and the President of the Board of Public Utilities [, and the Executive Director of the New Jersey Public Broadcasting Authority] or their designees. The members of the council shall serve without pay in connection with all such duties as are prescribed in [this act] P.L.1972, c.133 (C.52:14E-1 et seq.).

(cf: P.L.1989, c.133, s.5)

14. Section 8 of P.L.1972, c.133 (C.52:14E-8) is amended to read as follows:

8. The council shall be authorized to perform the following functions and exercise the following powers:

a. Review, evaluate and recommend to the Legislature any necessary changes in any existing compact between this State and the federal government or between this State and any other state created for the purposes set forth in this act or develop such compacts where they do not exist.

b. Review, evaluate and periodically recommend changes in existing emergency master plans.

c. Encourage and coordinate comprehensive services available through private organizations and intercommunity cooperations.

d. Authorize expenditures from the fund upon approval of the Governor to provide emergency relief deemed appropriate by the council or to reimburse municipalities or counties for damages or excessive costs sustained as a result of an emergency [or to reimburse the New Jersey Public Broadcasting Authority for the cost of its emergency broadcasts].

e. Utilize the manpower facilities and materials of the various State departments for the purposes of [this act] P.L.1972, c.133 (C.52:14E-1 et seq.).

(cf: P.L.1989, c.133, s.6)

15. (New section) This act shall be liberally construed to effectuate its purposes. All acts and parts of acts inconsistent with any of the provisions of this act are, to the extent of such inconsistencies, superseded and shall be deemed inoperative. If any provision of this act, or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the sections that can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.

16. The following sections are repealed:

Section 14 of P.L.1974, c.26 (C.19:44A-39);

Sections 1 through 10 of P.L.1968, c.405 (C.48:23-1 through C.48:23-10);

Sections 1 and 2 of P.L.1989, c.133 (C.48:23-11 and C.48:23-12);

Sections 1 through 5 of P.L.1990, c.114 (C.48:23-13 through C.48:23-17);

Section 4 of P.L.1989, c.133 (C.52:14E-8.1);

Section 10 of P.L.1987, c.365 (C.52:27H-20.3); and

Section 3 of P.L.1989, c.133 (C.53:1-21.6).

17. The committee shall expire six months after the date that the State ceases to be the operator of the public broadcasting system.

18. Sections 1 through 11, section 15, and section 17 of this act shall take effect immediately. Sections 12 through 14 and section 16 of this act shall take effect upon the transfer of the State’s public broadcasting system to a nonprofit corporation or other entity eligible to operate a public broadcasting system.

STATEMENT

This bill establishes a “New Jersey Public Media Restructuring Committee” (“committee”) empowered to effectuate the transfer of the State’s public broadcasting system to a nonprofit corporation or other entity eligible to operate a public broadcasting system and to take any and all actions necessary to effectuate the termination of the authority and the foundation in light of the cessation of State financial support to the New Jersey Public Broadcasting Authority ("authority") on January 1, 2011.

The committee shall consist of seven voting members as follows: 1) the State Treasurer or the State Treasurer’s designee; 2) two members appointed by the President of the Senate; 3) two members appointed by the Speaker of the General Assembly; 4) one member appointed by the Minority Leader of the Senate; and 5) one member appointed by the Minority Leader of the General Assembly. No more than four legislative members appointed as members of the committee shall be of the same political party and members of the same political party shall reflect geographical diversity. The committee shall organize as soon as practicable following the appointment of its members and shall hold its initial meeting no later than the 10th day after the effective date of the bill. The committee shall select two co-chairpersons from among its members and each co-chairperson shall be a member of a different political party. Any and all committee action authorized by sections 4 through 11 of the bill shall be approved only by a majority vote of the members of the committee.

Specifically, the bill abolishes the authority and the Foundation for New Jersey Public Broadcasting ("foundation") on the date the committee authorizes the transfer. Prior to this date, the bill requires the authority, upon authorization from the committee, to undertake all acts necessary to accomplish the transfer, including, but not limited to, applying or assisting in applying in the transfer of the Federal Communications Commission (“FCC”) licenses held by the authority or other governmental entity for any required approval, executing any authorization or authorizations required to implement the transfer, and seeking any other approval or approvals as may be necessary and convenient to accomplish the transfer.

The bill requires the committee, in consultation with the authority, to prepare a complete inventory identifying the public broadcasting system’s assets and liabilities appropriate for transfer or sale and include a description and recommendations, if any, concerning the most appropriate mechanism or mechanisms through which a transfer of such assets and liabilities to a qualifying nonprofit corporation or one or more sales to another entity or entities should be accomplished. The inventory shall be approved by the committee and copies of the inventory shall be delivered to the Governor, the Speaker of the General Assembly, and the President of the Senate upon its completion.

The bill authorizes the committee to receive and approve one or more proposals to transfer, through a sale, lease or any other arrangement, all or any part of the assets of the authority, or delegation by contract of the responsibility for operating the public broadcasting system, to a nonprofit corporation; provided, however, that no such transfer or transfers shall occur unless the committee shall determine, upon application by or on behalf of the nonprofit corporation, that: 1) the nonprofit corporation is an educational and charitable corporation validly existing and in good standing under the “New Jersey Nonprofit Corporation Act,” P.L.1983, c.127 (N.J.S.15A:1-1 et seq.) and is incorporated, organized and operated in such a manner as to qualify as a nonprofit corporation described in section 501(c)(3) of the federal Internal Revenue Code, 26 U.S.C. s.501(c)(3) (or any successor provision) that is exempt from taxation pursuant to section 501(a) of the federal Internal Revenue Code, 26U.S.C. s.501(a) (or any successor provision); 2) the nonprofit corporation’s certificate of incorporation and by-laws authorize the receipt of the FCC licenses currently assigned to the authority and the ownership of the assets and liabilities of the authority, and provide that the purposes of the nonprofit corporation include the ownership, maintenance, and operation of a public broadcasting system; and 3) upon the assignment of any broadcasting licenses and the transfer of assets, the nonprofit corporation shall provide public broadcasting services and operate a public broadcasting system consistent with FCC license requirements. Any assets and liabilities, including receivables, shall automatically, without any further act or deed and by operation of law, be assigned, transferred, or conveyed to the nonprofit corporation upon the committee’s approval and shall become vested in the nonprofit corporation (any of which assignments, transfers, or conveyances may also be evidenced by such instruments of assignment, transfer, or conveyance as the committee may approve), and all liabilities listed in a schedule of assets and liabilities, as well as all outstanding obligations and commitments lawfully undertaken or contracted for by the authority in respect of the public broadcasting system, shall be assumed and performed by the nonprofit corporation through the execution, delivery, and performance of such instruments of assumption as the committee shall prescribe, in each case subject to action by the committee.

As an alternative to a transfer or transfers as authorized by the bill, the committee is authorized to solicit, receive and approve, in the committee’s discretion, one or more proposals to transfer the FCC licenses held by the authority to one or more existing nonprofit entities whose mission is public broadcasting or to other entities who are eligible to operate a public broadcasting system, on such terms and conditions as the committee shall determine to be in the public interest; provided, however, that the successor nonprofit entity or entities shall a maintain public media presence in New Jersey and be dedicated to serving the cultural, educational and civic needs of the residents of New Jersey. The bill further authorizes the committee to solicit, receive, and approve, in the committee’s discretion, one or more proposals to sell all or any part of the assets of the authority, other than the FCC licenses, to a for-profit corporation, not-for-profit corporation, or other entity, subject to such terms, conditions, limitations, rights of reversion and first refusal, provisions for liquidated damages and other contractual penalty provisions, and such other provisions as the committee shall determine to be in the public interest; provided, however, that no such transfer shall occur unless the committee shall determine, upon review of proposals, that, at the committee’s discretion, maximum value to the State and its citizens will be achieved.

The bill authorizes the committee to enter into any and all agreements as may be required to carry out any transfer or sale of assets pursuant to the bill’s provisions, as well as to set forth the terms and conditions of such transfer or sale.

The bill provides that, upon the transfer of all of the assets held by the authority, the activities of the authority and the foundation shall cease and the authority and the foundation shall be dissolved. Following the enactment of the bill, but prior to the transfer of all of the assets held by the authority, the authority and the foundation shall cooperate fully to ensure the implementation of the bill’s provisions. The committee shall take any and all actions necessary to effectuate the termination of the foundation.

The bill provides that contracts may be entered into and assets may be transferred, leased, subleased, licensed, or sublicensed, or authorized to be transferred, leased subleased, licensed, or sublicensed pursuant to the bill’s provisions without the approval of the State House Committee, the State Leasing and Space Utilization Committee, or the Office of Leasing Operations in the General Services Administration of the Department of the Treasury, or of any other person or agency, provided that the contract, transfer, lease, sublease, license or sublicense has been approved in writing by the committee.

The bill provides that public broadcasting system assets transferred, or authorized to be transferred, by contract or otherwise, pursuant to the bill’s provisions, may be leased, subleased, licensed, sublicensed, sold, devised, donated or otherwise disposed of, at the committee’s discretion, for a nominal or other consideration, in order to effectuate the transfer of the State’s public broadcasting system to a nonprofit corporation or other entity eligible to operate a public broadcasting system as required by the bill.

The bill repeals, effective on the date of the transfer of the State’s public broadcasting system to a nonprofit corporation or other entity eligible to operate a public broadcasting system, those provisions of law that establish the authority and the foundation, as well as their duties and responsibilities. The bill provides that the committee shall expire six months after the date that the State ceases to be the operator of the public broadcasting system.

Finally, the bill removes the membership of a representative of the authority from the Motion Picture and Television Development Commission and the Governor's Advisory Council for Emergency Services and removes the provision of the council’s statute that reimburses the authority for the cost of the authority’s emergency broadcasts.