2012 -- S 2391

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LC01276

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

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A N A C T

IN AMENDMENT OF AN ACT RELATING TO JOHNSON & WALES UNIVERSITY

     Introduced By: Senators Goodwin, Ruggerio, Miller, DiPalma, and Jabour

     Date Introduced: February 15, 2012

     Referred To: Senate Corporations

It is enacted by the General Assembly as follows:

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     SECTION 1. Than “an act to incorporate Johnson & Wales College” passed at the

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January Session, A.D. 1980, as amended and restated by “an act relating to Johnson & Wales

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University,” passed at the January Session, A.D. 1992, and as further amended by Articles of

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Amendment to Articles of Incorporation filed with the Secretary of State of Rhode Island on July

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14, 2003, is hereby further amended to read as follows:

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     ARTICLE 1. Morris Gaebe, Edward Triangolo, John Yena, David Friedman, Louis

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D’Amico, Donald Ransbottom, John Mulcahey, Robert Tingle, and Christopher T. DelSesto

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constituted and their duly elected successors constitute a body corporate by the name of Johnson

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& Wales University and they and their associated and successors as shall hereafter be duly

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elected members of such corporation shall be and remain a body corporate by that name forever,

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with all of the powers and authority conferred by chapter 6 or title 7 of the general laws of Rhode

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Island.

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     ARTICLE 2. Said corporation shall be known by the name of Johnson & Wales

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University.

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     ARTICLE 3. Said corporation is constituted for the purpose of offering programs and

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courses of study and instruction either customary or appropriate in a university, college, and

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junior college looking to attainment by its students of associated degrees, baccalaureate degrees,

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and advanced degrees; and also both technical and nontechnical courses and programs of study

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designed to fulfill special occupational or educational needs and requirements in the nation and in

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the Rhode Island community and whether or not leading to degrees, and in addition, programs

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and courses of study to prepare qualified students for transfer to other institutions of learning;

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administering and grading educational and vocational tests; rendering counseling and placement

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services to students; and doing all things necessary, desirable, customary or appropriate for

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colleges and universities.

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     ARTICLE 4. Said corporation shall be operated as a nonprofit corporation and shall be

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operated exclusively for educational purposes and no part of the net earnings of said corporation

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shall inure to the benefit of any private individual and no substantial part of the corporation’s

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activities shall consist of the carrying on of propaganda or otherwise attempting to influence

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legislation.

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     ARTICLE 5. No person shall be refused admission as a student to any school or

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educational institution operated by said corporation, nor shall any person be denied any of the

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privileges or honors of any school or educational institution operated by said corporation, on

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account of religion, race, color, national origin, or sex.

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     ARTICLE 6. Said corporation shall have power and authority to confer associate degrees,

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baccalaureate degrees, and advanced degrees upon students satisfactorily completing requisite

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courses of study, and to confer such degrees, earned and honorary, as are usually conferred by

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colleges and universities.

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     ARTICLE 7. Said corporation shall succeed to and shall possess all the rights, privileges,

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immunities and powers, and shall be subject to all the duties and liabilities of the predecessor

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corporation known as Johnson & Wales College, a non-business corporation incorporated on

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September 20, 1963, which corporation was the successor to the original school funded by

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Gertrude Johnson and Mary Wales in the year 1914.

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     ARTICLE 8. The real and personal property of the corporation shall be exempt from state

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and local taxes so long as said property is utilized for the purposes set forth in Article 3 hereof.

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     ARTICLE 9. Upon the dissolution of the corporation, the corporation’s Board of

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Trustee’s (the “Board”) shall, after paying or making provision for the payment of all of the

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liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the

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purposes of the corporation in such manner, or to such organization or organizations organized

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and operated exclusively for religious, charitable, educational, scientific, or literary purposes as

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shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the

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Internal Revenue Code as the Board shall determine, or to federal, state or local governments to

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be used exclusively for public purposes. Any such assets not so disposed of shall be disposed of

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by the Superior Court of the county in which the principal office of the corporation is then

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located, exclusively for such purposes or to such organizations, such as the court shall determine,

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which are organized and operated exclusively for such purposes, or to such governments for such

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purposes.

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     SECTION 2. This act shall take effect upon passage.

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LC01276

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