2018 -- H 7876

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LC005024

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2018

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A N   A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT -- RHODE ISLAND COMMERCE

CORPORATION

     Introduced By: Representative Gregg Amore

     Date Introduced: February 28, 2018

     Referred To: House Corporations

     It is enacted by the General Assembly as follows:

     SECTION 1. Section 42-64-7.1 of the General Laws in Chapter 42-64 entitled "Rhode

Island Commerce Corporation" is hereby amended to read as follows:

     42-64-7.1. Subsidiaries.

     (a) (1) The parent corporation shall have the right to exercise and perform its powers and

functions, or any of them, through one or more subsidiary corporations whose creation shall be

approved and authorized by the general assembly.

     (2) (i) Express approval and authorization of the general assembly shall be deemed to

have been given for all legal purposes on July 1, 1995 for the creation and lawful management of

a subsidiary corporation created for the management of the Quonset Point/Davisville Industrial

Park, that subsidiary corporation being managed by a board of directors, the members of which

shall be constituted as follows: (A) two (2) members who shall be appointed by the town council

of the town of North Kingstown; (B) two (2) members who shall be residents of the town of

North Kingstown appointed by the governor; (C) four (4) members who shall be appointed by the

governor; (D) the chairperson, who shall be: (i) the executive director of the Rhode Island

economic development corporation until such time that the secretary of commerce is appointed;

(ii) Upon the appointment of a secretary of commerce, the chief executive officer of the Rhode

Island commerce corporation, who also shall be the secretary of the Rhode Island executive office

of commerce; and (E) non-voting members, who shall include the members of the general

assembly whose districts are comprised in any part by areas located within the town of North

Kingstown and one non-voting member who shall be a resident of the town of Jamestown,

appointed by the town council of the town of Jamestown. Upon receipt of approval and

authorization from the general assembly, the parent corporation by resolution of the board of

directors may direct any of its directors, officers, or employees to create subsidiary corporations

pursuant to chapter 1.2 or 6 of title 7 or in the manner described in subsection (b); provided, that

the parent corporation shall not have any power or authority to create, empower or otherwise

establish any corporation, subsidiary corporation, corporate body or any form of partnership or

any other separate entity, without the express approval and authorization of the general assembly.

     (ii) The approval and authorization provided herein shall terminate upon the

establishment of the Quonset Development Corporation as provided for in chapter 64.10 of this

title.

     (iii) The Quonset Development Corporation shall be deemed a subsidiary of the Rhode

Island commerce corporation:

     (A) As set forth in § 42-64.10-6(c); and

     (B) Insofar as it exercises any powers and duties delegated to it by the corporation

pursuant to this chapter for any project other than on real and personal property owned, leased or

under the control of the corporation located in the town of North Kingstown, and the corporation

shall be deemed to have authority to delegate any of its powers, with the exception of the power

to issue any form of negotiable bonds or notes and the power of eminent domain, in order to

accomplish the purposes of chapter 64.10 of this title; provided, however, that the corporation

may, as provided for in this chapter, issue bonds or exercise the power of eminent domain on

behalf of the Quonset Development Corporation or to undertake a project of the Quonset

Development Corporation.

     (b) As used in this section, "subsidiary public corporation" means a corporation created

pursuant to the provisions of this section. The person or persons directed by the resolution

referred to in subsection (a) shall prepare articles of incorporation setting forth: (1) the name of

the subsidiary public corporation; (2) the period of duration, which may be perpetual; (3) the

purpose or purposes for which the subsidiary public corporation is organized which shall not be

more extensive than the purposes of the corporation set forth in § 42-64-5; (4) the number of

directors (which may, but need not be, more than one) constituting the initial board of directors

and their names and business or residence addresses; (5) the name and business or residence

address of the person preparing the articles of incorporation; (6) the date when corporate

existence shall begin (which shall not be earlier than the filing of the articles of incorporation

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with the secretary of state as provided in this subsection); (7) any provision, not inconsistent with

law, which the board of directors elect to set forth in the articles of incorporation for the

regulation of the internal affairs of the subsidiary public corporation; and (8) a reference to the

form of authorization and approval by the general assembly and to the resolution of the board of

directors authorizing the preparation of the articles of incorporation. Duplicate originals of the

articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds

that the articles of incorporation conform to the provisions of this subsection, the secretary shall

endorse on each of the duplicate originals the word "Filed," and the month, day and year of the

filing; file one of the duplicate originals in his or her office; and a certificate of incorporation to

which the secretary shall affix the other duplicate original. No filing fees shall be payable upon

the filing of articles of incorporation. Upon the issuance of the certificate of incorporation or upon

a later date specified in the articles of incorporation, the corporate existence shall begin and the

certificate of incorporation shall be conclusive evidence that all conditions precedent required to

be performed have been complied with and that the subsidiary public corporation has been duly

and validly incorporated under the provisions hereof. The parent corporation may transfer to any

subsidiary public corporation any moneys, real, personal, or mixed property or any project in

order to carry out the purposes of this chapter. Each subsidiary public corporation shall have all

the powers, privileges, rights, immunities, tax exemptions, and other exemptions of the parent

corporation except to the extent that the articles of incorporation of the subsidiary public

corporation shall contain an express limitation and except that the subsidiary public corporation

shall not have the condemnation power contained in § 42-64-9, nor shall it have the powers

contained in, or otherwise be subject to, the provisions of § 42-64-12 and § 42-64-13(a), nor shall

it have the power to create, empower or otherwise establish any corporation, subsidiary

corporation, corporate body, any form of partnership, or any other separate entity, without the

express approval and authorization of the general assembly.

     (c) Any subsidiary corporation shall not be subject to the provisions of § 42-64-8(a), (c),

and (d), except as otherwise provided in the articles of incorporation of the subsidiary

corporation.

     (d) The Rhode Island commerce corporation, as the parent corporation of the Rhode

Island Airport Corporation, shall not be liable for the debts or obligations or for any actions or

inactions of the Rhode Island Airport Corporation, unless the Rhode Island commerce

corporation expressly agrees otherwise in writing.

     (e) The East Providence Waterfront District shall, with the approval of its commission

and the board of directors of the corporation, be a subsidiary of the Rhode Island commerce

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corporation for the purposes of exercising such powers of the corporation as the board of

directors shall determine, and notwithstanding the requirements of subsection (b), the act creating

the District shall be deemed fully satisfactory for the purposes of this section regarding the

establishment of subsidiary public corporations, and the express approval and authorization of the

general assembly shall be deemed to have been given for all legal purposes for the creation and

lawful management of a subsidiary corporation created for the purposes of implementing the

purposes of the District. Furthermore, the composition of the East Providence waterfront district

commission shall be appointed as follows:

     (1) The city council of East Providence shall have two (2) appointees from among the

city residents or property owners, nominated by the council president and appointed by the full

city council for two (2) year terms on a rotating basis each February. One appointee shall have

experience in engineering or architecture and the other shall be a member from the general

public;

     (2) The mayor of East Providence shall have two (2) appointees from among the city

residents or property owners; one appointee shall have experience in economic development or

planning and the other shall be a member from the general public. Appointments shall be for four

(4) year terms on August of even numbered years;

     (3) That the East Providence Chamber of Commerce shall nominate a member from the

East Providence business community subject to the assent of the mayor and approval of the city

council for a term of three (3) years;

     (4) The governor, with the advice and consent of the senate, shall have four (4)

appointees; one with experience in construction related labor, one with experience in commercial

real-estate, one with experience in finance and one from the general public for a four (4) year

term on a rotating basis each March;

     (5) The position of chairperson, vice-chairperson and secretary be elected from among

the appointed commissioners on a yearly basis; and

     (6) The mayor or the mayor's designee and the council president or designated city

council member shall serve as exofficio non-voting members.

     (f) The parent corporation is hereby authorized and empowered to create a subsidiary

corporation for the expressed purpose to issue bonds and notes of the type and for those projects

and purposes specified in the Joint Resolution and Act of the general assembly adopted by the

Rhode Island house of representatives and the Rhode Island senate.

     (g) The I-195 redevelopment district shall be a subsidiary of the Rhode Island commerce

corporation for the purposes of exercising such powers of the corporation as the board of

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directors shall determine, and notwithstanding the requirements of subsection (b), the chapter

creating the district shall be deemed fully satisfactory for the purposes of this section regarding

the establishment of subsidiary public corporations, and the express approval and authorization of

the general assembly shall be deemed to have been given for all legal purposes for the creation

and lawful management of a subsidiary corporation created for the purposes of implementing the

purposes of the district.

     (h) The Rhode Island airport corporation -- appointment of directors:

     The board of directors of the Rhode Island airport corporation shall consist of seven (7)

members: The board of directors shall have extensive experience in the fields of finance,

business, construction and/or organized labor.

     The governor of the State of Rhode Island shall appoint, with the advice and consent of

the senate when nominated to serve, the seven (7) members of the board of directors. One director

shall be appointed for a term of one year; two (2) directors shall be appointed for a term of two

(2) years; three (3) directors shall be appointed for a term of three (3) years; and one director shall

be appointed for a term of four (4) years. Appointments made thereafter shall be for four (4) year

terms.

     Any vacancy occurring in the board of directors shall be filled by the governor of the

State of Rhode Island in the same manner prescribed for the original appointments.

     A director appointed to fill a vacancy of a director appointed by the governor of the State

of Rhode Island shall be appointed for the unexpired portion of the term of office of the director

whose vacancy is to be filled.

     All members of the board of directors of the Rhode Island airport corporation shall serve

without compensation.

     SECTION 2. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT -- RHODE ISLAND COMMERCE

CORPORATION

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     This act would include the East Providence Waterfront District Commission's

appointment process within its subsidiary creation.

     This act would take effect upon passage.

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