Chapter
346
2006 -- S 3038 SUBSTITUTE A
Enacted 07/07/06
A N A
C T
IN AMENDMENT OF
CHAPTER 218 OF THE PUBLIC LAWS OF 1993 ENTITLED "AN ACT RELATING TO THE
TOWN OF NORTH SMITHFIELD TO CREATE THE NORTH SMITHFIELD WATER AUTHORITY AND TO PROVIDE
FOR ITS POWERS AND DUTIES"
Introduced By: Senators
Tassoni, P Fogarty, and Cote
Date Introduced: April 27,
2006
It is
enacted by the General Assembly as follows:
SECTION 1. Chapter 218 of the Public Laws of 1993 entitled "AN ACT
RELATING TO
THE
TOWN OF NORTH SMITHFIELD TO CREATE THE NORTH SMITHFIELD WATER
AUTHORITY
AND TO PROVIDE FOR ITS POWERS AND DUTIES" is hereby repealed in its
entirety.
SECTION 1. Chapter 218 of the Public Laws of 1993 entitled "AN ACT RELATING
TO
THE
TOWN OF NORTH SMITHFIELD TO CREATE THE NORTH SMITHFIELD WATER
AUTHORITY
AND TO PROVIDE FOR ITS POWERS AND DUTIES" is hereby repealed in its
entirety.
"SECTION 1. There is hereby created the North Smithfield Water
Authority with its
powers
and duties as follows:
Sec. 1. SHORT TITLE. This act shall be known as the "North Smithfield
Water
Authority
Act".
Sec. 2. LEGISLATIVE FINDINGS.
(a) It is hereby found and declared that there exists in the town of North
Smithfield
conditions
of substantial and persistent water supply issues which causes hardship to many
individual's
and families, impedes economic and physical development of the town of North
Smithfield,
and adversely affects the welfare and prosperity of the people resident in said
town;
that
unless steps are taken to provide for alternate management of the water supply
system in said
town,
these conditions shall continue; that if these conditions are not alleviated
there will be a
material
adverse impact to the safety and general welfare of the people of said town;
(b) It is further found and declared that the efficient way of correcting
these conditions is
the
creation of a public authority which shall have as its purpose the acquisition,
construction,
operation,
maintenance, repair and replacement of water supply systems for the purpose of
providing
adequate water to residents of said town.
(c) The purpose of this act is to create a North Smithfield Water Authority
having
existence
separate and apart from the state and town of North Smithfield, with the power
and
authority
to acquire, develop, construct, operate and maintain all properties which shall
be
necessary
for the purpose set forth above, and hereinafter set forth.
Sec. 3. DEFINITIONS. As used in this act, the following words and terms
shall have the
following
meanings, unless the context shall indicate another or different meaning or
intent.
(a) "Authority": The public corporation and instrumentality
authorized, created and
established
pursuant to section 4 hereof and any subsidiary public corporation as defined
in
section
6.1 hereof.
(b) "Bonds and notes": The bonds, notes, securities or other
obligations or evidences of
indebtedness
issued by the authority pursuant to this act, all of which shall be issued
under the
name
of and known as obligations of the North Smithfield Water Authority.
(c) "Local governing body": Any town or city council, commission
or other elective
governing
body, now on hereafter vested by state statute, charter or other law with
jurisdiction to
initiate
and adopt local ordinances, whether or not such local ordinances require the
approval of
the
elected or appointed chief executive officer or other official body to become
effective.
(d) "Municipality": Any city or town now existing or hereafter
created, or any state
agency.
(e) "North Smithfield": The town of North Smithfield, Rhode
Island.
(f) "Personal property": All tangible and intangible personal
property, new or used,
including
without limiting the generality of the foregoing, all machinery, equipment,
transportation
equipment, pipelines, pipes, and all other personal property incidental to and
included
or necessary for the operation of a water supply and distribution system.
Personal
property
shall also mean and include any and all interest, in such property which are
less than full
title,
such as leasehold interests, security interest, and every other interest or
right, legal or
equitable.
(g) "Real property": Land, structures, new or used, franchises and
interests in land,
including
lands under water, riparian rights, space rights and air rights, and all other
things and
rights
included within said term. Real property shall also mean and include and all
interest in such
property
less than fee simple, such as in easements, incorporal hereditaments and every
estate,
interest
or right, legal or equitable, including terms for years and liens thereon by
way of
judgments,
mortgages or otherwise, and also claims for damages to such real property.
(h) "State": The State of Rhode Island and Providence Plantations.
(i) "Water supply facility": Any real or personal property, or any
combination thereof,
related
to or incidental or intended or utilized for the supply, transmission,
distribution or
furnishing
of water for fire protection, domestic, manufacturing, commercial, industrial,
municipal
or other purposes, and including artesian and other wells, reservoirs, dams,
related
equipment,
pipelines, treatment plants and other similar facilities.
Sec. 4. CREATION. There is hereby authorized, created and established a
public
corporation
of the state, having a distinct existence from the state or any municipality,
and not
constituting
a department of state government or any municipality which is a public
instrumentality
of the state to be known as the "North Smithfield Water Authority"
for such
purposes
and with such powers as set forth in this act.
Sec. 5. PURPOSES. The authority is authorized, created and established for
the following
purposes:
to acquire, construct, own, develop, operate, manage, maintain, repair,
replace,
improve,
dispose of, enlarge, and extend water supply facilities within and without
North
Smithfield
for the purpose of meeting the present and future requirements and needs for
fire
protection
and potable water within in and all areas of said town.
Sec. 6. POWERS.
Except to the extent inconsistent with any specific provision of this act,
the authority
shall
have the power:
(1) to sue and be sued, complain and defend, in its corporate name;
(2) to have a seal which may be altered at pleasure and to use the same by
causing it, or a
facsimile
thereof, to be impressed or affixed or in any other manner reproduced;
(3) to purchase, take, receive, lease or otherwise acquire, own, hold,
develop, improve,
operate,
manage, construct, maintain, replace and repair, use or otherwise deal in and
with, real or
personal
property, or any interest therein, wherever situated;
(4) to sell, convey, mortgage, pledge, lease, exchange, transfer, and
otherwise dispose of,
all
or any part of its property and assets for such consideration and upon such
terms and
conditions
as the authority shall determine;
(5) to produce, transmit, distribute and sell water within or without the
territorial limits of
North
Smithfield;
(6) to fix rates and collect charges for the use of the facilities of, or
services rendered by,
or
any commodities furnished by, the authority without obtaining the consent to or
approval
thereof
by any department, division, commission, board, body or agency of the state,
without any
other
proceedings or the happening of any conditions or things other than those
proceedings,
conditions
or things which are specifically required by this act and by the provisions and
resolutions
authorizing the fixing and collection thereof provided, however, that the
authority
shall
be regarded as a public utility under section 39-1-2 of the general laws if and
only if and to
the extent
it sells water, on a wholesale or retail basis, outside the territorial limits
of North
Smithfield.
(7) to make such contracts and guarantees and to incur liabilities and
borrow money at
such
rates of interest and on such terms and conditions as the authority may
determine;
(8) to make and execute agreements of lease, conditional sales contracts,
installment sales
contracts,
loan agreements, mortgages, construction contracts, operation contracts and
other
contracts
and instruments necessary or convenient in the exercise of the powers and
functions of
the
authority granted by this act;
(9) to lend money for its purposes, invest and reinvest its funds and at its
option to take
and hold
real and personal property as security for the funds so loaned or invested;
(10) to acquire, contract or obtain options to acquire, from any person,
firm, corporation,
municipality,
the federal government or the state, or any agency of either the federal
government
or
state by grant, purchase, lease, gift, condemnation or otherwise, any property,
real or personal,
improved
or unimproved; and to own, hold, clear, develop, maintain, operate and
rehabilitate,
sell,
assign, exchange, transfer, convey, lease, mortgage, or otherwise dispose or
encumber the
same
for the purposes of carrying out the provisions and intent of this act for such
consideration
and
on such terms and conditions as the authority shall determine;
(11) to conduct its activities, carry on its operations and have offices and
exercise its
power
granted by this act within or without North Smithfield or the state;
(12) to elect or appoint officers and agents of the authority and to define
their duties and
fix
their compensation, except as otherwise expressly limited herein;
(13) to make and alter bylaws not inconsistent with this act, for the
administration and
regulation
of the affairs of the authority and such bylaws may contain provisions
indemnifying
and
advancing expenses to any person who is or was a director, officer, employee or
agent of the
authority;
or is or was serving at the request of the authority as a director, officer,
employee or
agent
of another corporation, partnership, company, joint venture, trust or other
enterprise in the
manner
and to the extent provided in section 7-1.1-4.1 of the Rhode Island Business
Corporation
Act,
and to purchase and maintain insurance on behalf of any director, officer,
employee or agent
against
any liability asserted against him and incurred by such director, officer,
employee or agent
in
any such capacity or arising our of such directors' officer's, employee's or
agent's status,
whether
or not the authority would have the power to indemnify under the provisions of
this Act;
(14) to be a promoter, stockholder, partner, member, associate or manager of
any
corporation,
partnership, company, enterprise or venture;
(15) to enter into cooperative agreements with other cities, counties, town
or water
companied
within or without North Smithfield or the state for the interconnection of
water
facilities
or for any other lawful corporate purpose necessary or desirable to effect the
purposes of
this
act;
(16) to create or acquire subsidiary public corporations pursuant to section
6.1 hereof;
(17) to have and exercise all powers necessary or convenient to effect its
purposes.
Sec. 6.1 SUBSIDIARIES.
(a) The authority shall have the right to exercise and perform its powers
and functions, or
any
of them, through one or more subsidiary corporations. The authority by
resolution of the
board
of directors may direct any of its directors, officers or employees to create
or acquire
subsidiary
corporations in the manner described in subsection (b) hereof.
(b) As used herein, "subsidiary public corporation" means a
corporation created pursuant
to
the provisions hereof or any other corporation which owns or operates a water
supply facility
and
one hundred percent (100%) of whose voting stock is owned by the authority and
any
municipality.
(c) The person or persons directed by the resolution hereinbefore referred
to in subsection
(a) shall
prepare articles of incorporation setting forth:
(i) the name of the subsidiary public corporation;
(ii) the period of duration, which may be perpetual;
(iii) the purpose or purposes for which the subsidiary public corporation is
organized
which
shall not be more extensive than the purposes of the authority set forth in
section 5;
(iv) 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;
(v) the name and business or residence address of the persons preparing the
articles of
incorporation;
(vi) the date when corporate existence shall begin (which shall not be
earlier than the
filing
of the articles of incorporation with the secretary of state as hereinafter
provided);
(vii) 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
(viii) a reference 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
(b), he or she shall endorse on each of such duplicate originals the word
"Filed," and
the month,
day and year of the filing thereof; file one (1) of such duplicate originals in
his or her
office;
and a certificate of incorporation to which he or she 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 such later date specified in the articles
of incorporation,
the
corporate existence shall begin and such certificate of incorporation shall be
conclusive
evidence
that all conditions precedent required to be performed have been compiled with
and that
the
subsidiary public corporation has been duly and validly incorporated under the
provisions
hereof.
(d) The authority may transfer to any subsidiary public corporation any
moneys, property,
real
or personal or water supply facility in order to carry out the purposes of this
chapter. Each
such
subsidiary public corporation shall have all the powers, privileges, rights,
immunities tax
exemptions
and other exemptions of, and shall be subject to the limitations imposed on its
operations
to the same extent as, the authority except to the extent that the articles of
incorporation
of any such subsidiary public corporation, as the same may be amended from time
to time,
shall contain an express limitation thereof and except that if any time any
person, other
than
the authority and any municipality, shall own any voting stock of such
subsidiary public
corporation,
such subsidiary public corporation shall not have the condemnation power
contained
in
section 8 hereof, and shall not be exempt from taxation as provided in section
14 hereof.
Sec. 6.2. AMENDMENT OF THE ARTICLES OF INCORPORATION OF A
SUBSIDIARY
PUBLIC CORPORATION.
(a) Notwithstanding the provisions of any legislative act incorporating and
subsidiary
public
corporation, a subsidiary public corporation may amend its articles of
incorporation, from
time
to time, in any and as many respects as may be desired, so long as its articles
of
incorporation
as amended contain only such provisions as might be lawfully contained as
provided
in section 6.1 hereof in original articles of incorporation at the time of
making such
amendment.
In particular, and without limitation upon such general power of amendment,
subsidiary
public corporation may amend its articles of incorporation, from time to time
as:
(i) to change its corporate name:
(ii) to change its period or duration; and
(iii) to change, enlarge or diminish its corporate purposes.
(b) Amendments to the articles of incorporation of a subsidiary public
corporation shall
be
made by the adoption of a resolution by the board of directors of the authority
setting forth the
amendment.
The resolution may incorporate the amendment in restated articles of
incorporation
which
contain a statement that except for the designated amendment the restated
articles of
incorporation
correctly set forth without change the corresponding provisions of the articles
of
incorporation
as therefore amended, and that the restated articles of incorporation together
with
the
designated amendment supersede any legislative act incorporating or amending
the charter of,
such
subsidiary public corporation inconsistent therewith, the original articles of
incorporation
and
all amendments thereto.
(c) The articles of amendment shall be executed in duplicate by the
subsidiary public
corporation
by its president or a vice president and by its secretary or an assistant
secretary, and
shall
set forth;
(i) the name of the corporation;
(ii) the amendment so adopted;
(iii) the date of the adoption of the amendment by the board of directors of
the authority;
and
(iv) if, pursuant to subsection (e) hereof, the amendment is to become
effective at a time
subsequent
to the issuance of the certificate of amendment by the secretary of state, the
date when
the
amendment is to become effective.
(v) Duplicate originals of the articles of amendment shall be delivered to
the secretary of
state.
If the secretary of state finds that the articles of amendment conform to law,
he or she shall
endorse
on each of such duplicate originals the word "Filed," and the month,
day and year of the
filing
thereof; file one (1) of such duplicate originals in his or her office; and
issue a certificate of
amendment
to which he or she shall affix the other duplicate original. No filing fees
shall be
payable
upon the filing of articles of amendment. The certificate of amendment,
together with the
duplicate
original of the articles of amendment affixed thereto by the secretary of state
shall be
returned
to the subsidiary public corporation or its representative.
(e)(i) Upon the issuance of the certificate of amendment by the secretary of
state or upon
such
later date, not more than thirty (30) days after the filing of the articles of
amendment shall
become
effective and the articles of incorporation shall be deemed to be amended
accordingly.
(ii) No amendment shall affect any existing cause of action in favor of or
against such
subsidiary
public corporation, or any pending suit to which such subsidiary public
corporation
shall
be a party, or the existing rights of any persons and, in the event the
corporate name shall be
changed
by amendment, no suit brought by or against such corporation under its former
name
shall
abate for that reason.
(f) (i) A subsidiary public corporation may at any time restate its articles
of incorporation
as
theretofore amended, by a resolution adopted by the board of directors of the
authority. Upon
the
adoption of such resolution, restated articles of incorporation shall be
executed in duplicate by
the
subsidiary public corporation by its president or a vice president and by its
secretary or
assistant
secretary and shall set forth all of the provisions of the articles of
incorporation as
theretofore
amended together with a statement that the restated articles of incorporation
correctly
set
forth without change the corresponding provisions of the articles of
incorporation as
theretofore
amended and that the restated articles of incorporation supersede any
legislative act
incorporating
or amending the charter of , such subsidiary public corporation, the original
articles
of
incorporation and all amendments thereto.
(ii) Duplicate originals of the restated articles of incorporation shall be
delivered to the
secretary
of state. If the secretary of state finds that such restated articles of
incorporation
conform
to law, he or she shall endorse on each of such duplicate originals the word
"Filed," and
the
month, day and year of the filing thereof; file one (1) of such duplicate
originals in his or her
office;
and issue a restated certificate of incorporation, to which he or she shall
affix the other
duplicate
original. No filing fees shall be payable upon the filing of articles of
amendment. The
restated
certificate of incorporation, together with the duplicate original of the
restated articles of
incorporation
affixed thereto by the secretary of state, shall be returned to the subsidiary
public
corporation
or its representative.
Sec. 6.3. VOLUNTARY DISSOLUTION OF A SUBSIDIARY PUBLIC
CORPORATION.
(a) A subsidiary public corporation may be dissolved by the adoption of a
resolution to
dissolve
the subsidiary public corporation by the board of directors of the authority.
Upon the
adoption
of such resolution, a statement of intent to dissolve shall be executed in
duplicate by the
subsidiary
public corporation by its president or a vice president and by its secretary or
an
assistant
secretary, which statement shall set forth:
(i) the name of the subsidiary public corporation;
(ii) the names and respective addresses of its officers;
(iii) the names and respective addresses of its directors;
(iv) a copy of the resolution adopted by the board of directors of the
authority authorizing
the
dissolution of the subsidiary public corporation; and
(v) if, pursuant to subsection (c) hereof, the date when the subsidiary
public corporation
is
to cease to carry on its business is to be subsequent to the date of such
filing, the date when the
corporation
is to cease to carry on its business.
(b) Duplicate originals of the statement of intent to dissolve shall be
delivered to the
secretary
of state. If the secretary of state finds that such statement conforms to law,
he or she
shall
endorse on each of such duplicate originals the word "Filed," and the
month, day and year of
the
filing thereof; file one (1) of such duplicate originals in his or her office;
and return the other
duplicate
original to the subsidiary public corporation or its representative.
(c) Upon the filing by the secretary of state of a statement of intent to
dissolve, or upon
such
later date, not more than thirty (30) days after such filing, as may be set
forth in the
statement,
the subsidiary public corporation shall cease to carry on its business, except
insofar as
may
be necessary for the winding up thereof, but its corporate existence shall
continue until a
certificate
of dissolution has been issued by the secretary of state.
After
the filing by the secretary of state of a statement of intent to dissolve;
(i) the subsidiary public corporation shall immediately cause notice thereof
to be mailed
to
each known creditor of the subsidiary public corporation; and
(ii) the subsidiary public corporation shall proceed to collect its assets,
sell or otherwise
dispose
of such of its properties as are not to be distributed in kind to the
authority, pay, satisfy
and discharge
its liabilities and obligations and do all other acts required to liquidate its
business
and
affairs, and, after paying or adequately providing for the payment of all its
obligations,
distribute
the remainder of its assets, either in cash or in kind, to the authority and
any
municipality
owning any of its voting commons stock, in accordance with their respective
percentage
interests.
(e) When all debts, liabilities and obligations of the subsidiary public
corporation have
been
paid and discharged, or adequate provision has been made therefore, and all of
the
remaining
property and assets of the subsidiary public corporation have been distributed,
articles
of
dissolution shall be executed in duplicate by the subsidiary public corporation
by its president
or a
vice president and by is secretary or an assistant secretary, which statement
shall set forth;
(i) the name of the subsidiary public corporation;
(ii) that the secretary of state has theretofore filed a statement of intent
to dissolve the
subsidiary
public corporation, and the date on which such statement was filed;
(iii) that all debts, obligations and liabilities of the subsidiary public corporation
have
been
paid and discharged or that adequate provision ahs been made therefore;
(iv) that all the remaining property and assets of the subsidiary public
corporation have
been
distributed to the authority and any municipality owning any of its voting
stock; and
(v) that there are no suits pending against the subsidiary public
corporation in any court,
or
that adequate provision has been made for the satisfaction of any judgment,
order or decree
which
may be entered against it in any pending suit.
(f) Duplicate originals of such articles of dissolution shall be delivered
to the secretary of
state.
If the secretary of state finds that the such articles of dissolution conform
to law, he or she
shall
endorse on each of such duplicate originals the word "Filed," and the
month, day and year of
the
filing thereof; file one (1) of such duplicate originals in his or her office;
and issue a
certificate
of dissolution to which he or she shall affix the other supplicate original. No
filing fees
shall
be payable upon the filing of articles of amendment. The certificate of
dissolution, together
with
the duplicate original of the articles of dissolution affixed thereto by the
secretary of state,
shall
be returned to the representative of the dissolved subsidiary public
corporation. Upon the
issuance
of such certificate of dissolution the existence of the subsidiary public
corporation shall
cease,
except for the purpose of suits, other proceedings and appropriate corporate
action by
directors
and officers as provided herein.
(g) The dissolution of a subsidiary public corporation either;
(i) by the issuance of a certificate of dissolution by the secretary of
state, or
(ii) by expiration of its period of duration, shall not take away or impair
any remedy
available
to or against such subsidiary public corporation, its directors, or officers,
for any right or
claim
existing, or any liability incurred, prior to such dissolution if action or
other proceeding
thereon
is commenced within two (2) years after the date of such dissolution.
Any
such action or proceeding by or against the subsidiary public corporation may
be prosecuted
or
defended by, the subsidiary public corporation in its corporate name. The
directors and officers
shall
have power to take such corporate or other action as shall be appropriate to
protect such
remedy,
right or claim. If such subsidiary public corporation was dissolved by the
expiration of
its
period of duration, such subsidiary public corporation may amend its articles
of incorporation
at
any time during such period of two (2) years so as to extend its period of
duration.
Sec. 6. 4 MERGER OF OR INTO SUBSIDIARY CORPORATION.
The authority may, at any time, or from time to time, merge any subsidiary
public
corporation
into itself or may merge with any subsidiary corporation upon an approval of a
plan
of
merger by the directors of the authority. Articles of merger shall be executed
in duplicate by
the
surviving corporation, by its president or a vice president and its secretary
or an assistant
secretary
and by one of its officers signing such articles and shall set forth:
(a) the plan of merger; and
(b) if the merger is to become effective at a time subsequent to the
issuance of a
certificate
of merger by the secretary of state, as hereinafter provided, the date when the
merger
or
consolidation is to become effective.
Duplicate originals of the articles of merger shall be delivered to the
secretary of state. If
the
secretary of state finds that such articles conform to law, he or she shall
endorse on each of
such
duplicate originals the words "Filed," and the month and day and year
of the filing thereof;
file
one of such duplicate originals in his or her office; and issue a certificate
of merger to which
he
or she shall affix the other duplicate original. No filing fees shall be
payable upon the filing of
articles
of amendment. The certificate of merger, together with the duplicate originals of
the
articles
of merger affixed thereto by the secretary of state shall be returned to the
surviving or
new
corporation, as the case may be, or to its representative. The merger shall
become effective
upon
the issuance of the certificate of merger by the secretary of state or upon
such later date, not
more
than thirty (30) days of the filing of the articles of merger, as may be set
forth in the plan.
When
a merger or consolidation becomes effective:
(a) The several corporations, including the authority, parties to the plan
of merger, shall
be a
single corporation which shall be the corporation designated in the plan of
merger as the
surviving
corporation.
(b) The separate existence of all corporations party to the plan of merger,
except the
surviving
corporation, shall cease.
(c) Notwithstanding:
(i) any provisions of the articles of incorporation of the surviving
corporation,
(ii) the fact that such surviving corporation may have been chartered
legislatively, or
(iii) the fact that the authority is not the surviving corporation, such
surviving corporation
shall
have all the rights, privileges, and immunities and shall be subject to all the
duties and
liabilities
of the authority.
(d) Such surviving corporation shall thereupon and thereafter possess all
the rights,
privileges,
and immunities and franchises of a public or private nature of each of the
merging
corporations,
including the rights, privileges, and immunities of the authority if the
authority is
not
the surviving corporation; and all property, real, personal and mixed, and all
debts due on
whatever
account, and all of the choses in action, and action, and all of the interest
of or
belonging
to or due to each of the corporations so merged shall be taken and deemed to be
transferred
to and vested in such single corporation without act or deed; and the title to
any real
estate
or interest therein vested in any of such corporations shall not revert or be
in any way
impaired
by reason of such merger or consolidation.
Such surviving corporation shall thenceforth be responsible and liable for
all of the
liabilities
and obligations of each of the corporations so merged, including without
limiting the
generality
of the foregoing, the authority; and any claim existing or action or proceeding
pending
by
or against any of such corporations may be prosecuted as if such merger had not
taken place or
such
surviving corporation may be substituted in its place. Neither the rights of creditors
nor liens
upon
the property of any such corporation shall be impaired by such merger or
consolidation.
The articles of incorporation of the surviving corporation shall be deemed
to be amended
to
the extent, if any, that changes in its articles of incorporation are stated in
the plan of merger,
notwithstanding
the provisions of any other legislative act incorporating, or amending the
charter
of,
such corporation to the contrary.
Sec. 6.5. GUARANTEES.
In addition to, and not in limitation of, any of the powers such subsidiary
public
corporation
may have or exercise pursuant to the provisions of this act, each such
subsidiary
corporation
shall have the power to guarantee the obligations on debts of the authority,
and to
mortgage,
pledge, lease, transfer or exchange all or any part of its property or assets
to secure any
such
guarantee.
Sec. 7. DIRECTORS, OFFICERS AND EMPLOYEES.
(a) The powers of the authority shall be vested in a board of directors
which shall consist
of
seven members, each to be appointed by the North Smithfield town administrator
with and
after
the advice and consent of the local governing body of North Smithfield. Without
imposing
any
legal obligation or restriction, the North Smithfield town administrator shall
endeavor to
appoint
persons who are fairly representative of the areas of North Smithfield which
from time to
time
will be impacted by the authority and who have the knowledge and experience
which
enables
them to make a meaningful contribution to the authority's activities and the
management
of
its affairs. Two members of the board of directors first appointed for a term
of one year, two
such
members shall serve for a term of two years, and three such members shall serve
for a term
of
three years, and in each case thereafter until their successors are chosen and
qualified. Not
earlier
than sixty (60) days prior to the expiration of any term of a member of the
board of
directors,
a successor shall be similarly appointed to serve for a term of three years
from the
expiration
of the term, and thereafter until such appointee's successor is chosen and
shall have
qualified.
In the event of a vacancy occurring in the board of directors by reason of
death,
resignation
or removal of a member, a new member shall be similarly appointed to serve for
the
unexpired
term, and thereafter until his successor is chosen and shall have qualified.
(b)
The directors shall receive compensation and be reimbursed for his or her
reasonable
expenses
incurred in carrying out his or her duties as a director only as may be
authorized at any
time
and from time to time by the North Smithfield town administrator with and after
the advice
and
consent of the local governing body of North Smithfield. A director may engage
in private
employment
of a profession or business. The corporation shall be a public body for
purposes of
section
9-1-31.1 of the general laws.
(c)
There shall be a chairman of the board of directors who shall be selected to
serve at
the
pleasure of the board of directors by an affirmative vote of not less than five
members thereof.
The
chairman shall designate a vice chairman who shall serve at the pleasure of the
chairman.
Except
as otherwise provided, herein, four (4) directors shall constitute a quorum and
any action
to
be taken by the authority under the provisions of the Act may be authorized by
a resolution
approved
by not less than a majority of the directors at any regular or special meeting
at which a
quorum
is present. A vacancy in the membership of the board of directors shall not
impair the
right
of a quorum to exercise all rights and to perform all duties of the authority.
(d)
Notwithstanding the provisions of the foregoing paragraph (c) the following
actions
may
be authorized only by an affirmative vote of not less than five (5) directors:
(1)
selection, appointment, setting the salary and determination, of the executive
officer
of
the authority, who shall have the title of executive director;
(2)
the sale of all, or substantially all, of the real and personal property of the
authority;
(3)
the exercise of the power of eminent domain inferred upon the authority;
(4)
applications for, or setting of, rates for the authority's products and
services;
(5)
the issuance of bonds, notes, or the borrowing of amounts in excess of, or the
entry
into,
any one or more series of contracts for a single purpose calling for the
expenditure of five
hundred
thousand dollars ($500,000) or more; and
(6)
the adoption of an annual budget.
(e)
In addition to an executive director, the board of directors shall appoint a
secretary
and
such additional officers, staff members and employees as it shall deem
appropriate, and shall
determine
the amount of reasonable compensation, if any, each shall receive. The board of
directors
may vest in the executive director and his subordinates the authority to
appoint
additional
staff members, and to determine the amount of compensation such individuals
shall
receive.
(f)
No full-time employee of the authority shall, during the period of his
employment by
the
authority, engage in any other private employment, profession or business,
except with the
approval
of the board of directors. No person shall be appointed executive director, if
within one
year
prior to the effective date of such appointment such person shall have been a
member of the
authority's
board of directors, or of the local governing body, or the North Smithfield
town
administrator.
(g)
If any director, officer or employee of the authority shall be interested,
directly or
indirectly,
or shall be a director, officer or employee of, or have ownership interest
(other than as
the
owner of less than one percent of the shares of a publicly held corporation) in
any firm,
person
or corporation interested, directly or indirectly, in any contract with the
authority, such
interest
shall be disclosed to the authority and set forth in the minutes of the
authority, and the
direct,
officer or employee having such interest shall not participate on behalf of the
authority in
the
authorization of any such contract. Interested directors may be counted in
determining the
presence
of a quorum at the meeting of the board of directors of the authority which
authorizes
the
contract or transaction.
(h)
Any action taken by the authority under the provisions of this act may be
authorized
by a
vote at any regular or special meeting, and each such vote shall take effect
immediately. The
board
of directors may designate from among its members an executive committee, and
one (1) or
more
other committees, each of which to the extent authorized by the board of
directors shall
have
and exercise all authority of the board of directors, except no such committee
shall have the
authority
of the board of directors in reference to the matters set forth in subsection
(d) of this
section,
or amending the bylaws of the authority.
(i)
Any action required by this act to be taken at a meeting of the board of
directors, or a
committee
thereof, may be taken without a meeting if a consent in writing setting forth the
action
to
be taken shall be signed before or after such action by all of the directors or
all of the members
of
the committee, as the case may be.
(j)
Employees of the authority shall not, by reason of such employment, be deemed
to be
employees
of the state nor any municipality for any purpose, any provision of the general
laws to
the
contrary notwithstanding.
Sec.
8. CONDEMNATION OF POWER
(a)
if for any of the purposes of this act, the authority shall find it necessary
to acquire
any
real property, whether for immediate or future use, the authority may find and
determine that
such
property, whether a fee simple absolute or a lesser interest, is required for
the acquisition,
construction
or operation of a water supply facility, and upon such determination, the said
property
shall be deemed to be required for such public use until otherwise determined
by the
authority;
and with the exceptions hereinafter specifically noted, the said determination
shall not
be
affected by the fact that such property has theretofore been taken for, or is
then devoted to, a
public
use; but the public use in the hands or under the control of the authority
shall be deemed
superior
to the public use in the hands of any other person, association or corporation;
provided
further,
however, that no real property or interest, estate or right therein belonging
to the state
shall
be acquired without consent of the state; and no real property or interest,
estate or right
therein
belonging to any municipality shall be acquired without the consent of such
municipality;
(b)
The authority may proceed to acquire and is hereby authorized to any proceed to
acquire
such property, whether a fee simple absolute or a lesser interest, by the
exercise of the
right
of eminent domain in the manner prescribed in this act.
(c)
Nothing herein contained shall be construed to prohibit the authority from
bringing
any
proceedings to remove a cloud on title or such other proceedings as it may, in
its discretion,
deem
proper and necessary, or from acquiring any such property by negotiation or
purchase.
(d)
The necessity for the acquisition of property under this act shall be
conclusively
presumed
upon the adoption by the authority of a vote determining that the acquisition
of such
property
or any interest therein described in such vote is necessary for the
acquisition,
construction
or operation of a water supply facility. Within six (6) months after its
passage, the
authority
shall cause to be filed in the appropriate land evidence records a copy of its
vote
together
with a statement signed by the chairman or vice-chairman of the authority that
such
property
indicating the nature and extent of the state or interest therein taken as
aforesaid and a
plat
thereof, which copy of the vote and statement of the chairman or vice-chairman
shall be
certified
by the secretary or an assistant secretary of the authority and the description
and plat
shall
be certified by the city or town clerk for the city or town within which the
real property lies.
(e)
Forthwith thereafter the authority shall cause to be filed in the superior
court in and
for
the county within which the real property lies a statement of the sum of money
estimated to be
just
compensation for the property taken, and shall deposit in said superior court
to the use of the
persons
entitled thereto the sum set forth in such statement. The authority shall
satisfy the court
that
the amount so deposited with the court is sufficient to satisfy the just claims
of all persons
having
an estate or interest in such real property. Whenever the authority satisfies
the court that
the
claims of all persons interested in the real property taken have been
satisfied, the unexpended
balance
shall be ordered repaid forthwith to the authority.
(f)
Upon the filing of the copy of the vote, statement, description and plat in the
land
evidence
records and upon the making of the deposit in accordance with the order of the
superior
court,
title to said real property in fee simple absolute or such lesser estate or
interest therein
specified
in said resolution shall vest in the authority, and said real property shall be
deemed to be
condemned
and taken for the use of the authority and the tight to just compensation for
the same
shall
vest in the persons entitled thereto, and the authority thereupon may taken
possession of said
real
property. No sum so paid into the court shall be charged with clerks' fees of
any nature.
(g)
After the filing of the copy of the vote, statement, description and plat,
notice of the
taking
of such land or other real property shall be served upon the owners or persons
having any
estate
or interest in such real property by the sheriff or his deputies of the county
in which the real
estate
is situated by leaving a true and attested copy of the vote, statement,
description and plat
with
each of such persons personally, or at the last and usual place of abode in
this state with
some
person living there, and in case any of such persons are absent, from this
state and have no
last
and usual place of abode therein occupied by any person, such copy shall be
left with the
person
or persons, if any, in charge of, or having possession of such real property
taken of such
absent
persons, and another copy thereof shall be mailed to the address of such
person, if the
same
is known to the officer serving such notice.
(h)
After the filing of such vote, description and plat, the authority shall cause
a copy of
the vote
and description to be published in some newspaper having general circulation in
the city
or
town in which the real property lies at least once a week for three (3)
successive weeks.
(i)
If any party agree with the authority upon the price to be paid for the value
of the real
property
so taken and of appurtenant damage to any remainder or for the value of his or
her
estate,
right or interest therein, the court, upon application of the parties in
interest, may order that
the
sum agreed upon be paid forthwith from the money deposited, as the just
compensation to be
awarded
in said proceedings; provided, however, that no payment shall be made to any
official or
employee
of the authority for any property or interest therein acquired from such official
or
employee
unless the amount of such payment is determined by the court to constitute just
compensation
to be awarded in said proceedings.
(j)
Any owner of, or person entitled to any estate or right in, or interested in
any part of
the
real property so taken, who cannot agree with the authority upon the price to
be paid for his or
her
estate, right or interest in such real property so taken and the appurtenant
damage to the
remainder,
may, within three (3) months after personal notice of said taking, or if he or
she has no
personal
notice, may within one (1) year from the time the sum of money estimated to be
just
compensation
is deposited in the superior court to the use of the persons entitled thereto,
apply by
petition
to the superior court for the county in which said real property is situated,
setting forth
the
taking of his or her land or his or her estate or interest therein and paying
for an assessment or
damages
by the court or by a jury. Upon the filing of such petition the court shall
cause twenty
(20)
days' notice of the pendency thereof to be given to the authority by serving
the chairman or
vice
chairman of the authority with a certified copy thereof.
(k)
After the service of such notice the court may proceed to the trial thereof.
Such trial
shall
be conducted as other civil actions at law are tried. Such trial shall
determine all questions of
fact
relating to the value of such real property, and any estate or interest
therein, and the amount
thereof
and the appurtenant damage to any remainder and the amount thereof, and such
trial and
decision
or verdict of the court or jury shall be subject to all rights to except to
rulings, to move
for
new trial, and to appeal, as are provided by law. Upon the entry of judgment in
such
proceedings
execution shall be issued against the money so deposited in court and in
default
thereof
against any other property of the authority.
(l)
In case two (2) or more petitioners make claim to the same real property, or to
any
estate
or interest therein, or to different estate or interests in the same real
property, said court
shall,
upon motion, consolidate their several petitions for trial at the same time,
and may frame all
necessary
issued for the trial thereof.
(m)
If any real property or any estate or interest therein, in which any infant or
other
person
not capable in law to act in his or her own behalf is interested, is taken under
the
provisions
of this act, said superior court, upon the filing therein of a petition by or
in behalf of
such
infant or person or by the authority may appoint a guardian ad litem for such
infant or other
person.
Guardians may, with the advice and consent of said superior court, and upon
such terms
as
said superior land of such infant or other person or for any such estate or
interest therein. Any
lawfully
appointed, qualified and acting guardian or other fiduciary of the estate of
any such
infant
or other person, with the approval of the court of probate within this state
having
jurisdiction
to authorize the sale of lands and properties within this state of such infant
or other
person,
may before the filing of any such petition, agree with such infant or other
person for any
taking
of his or her real property or of his or her interest or estate therein, and
may upon receiving
such
amount, release to the authority all claims for damages for such infant or
other person for
such
taking.
(n)
In case any owner of or any person having any estate or interest in such real
property
shall
fail to file his petition as above provided, the superior court for the county
in which the real
property
is situated in its discretion, any permit the filing of such petition within
one (1) year
subsequent
to the year following the time of the deposit in the superior court of the sum
of money
estimated
to be just compensation for the property taken; provided, such person shall
have had no
actual
knowledge of the taking of such land in season to file such petition; and
provided, no other
person
or persons claiming to won such real property or estate or interest therein
shall have been
paid
the value thereof; and provided, no judgment has been rendered against the
authority for the
payment
of such value to any other person or persons claiming to own such real estate.
(o)
If any real property or any estate or interest therein is unclaimed or held by
a person
or
persons whose whereabouts are unknown, after making inquiry satisfactory to the
superior
court
for the county in which the real property lies, the authority, after the
expiration of two (2)
years
fro the first publication of the copy of the vote, statement and description,
may petition such
court
that the value of the estate or interest or such unknown person or persons be
determined.
After
such notice by publication to such person or persons as the court in its
discretion may order,
and
after hearing on said petition, the court shall fix the value of said estate or
interest and shall
order
said sum to be deposited in the registry of such court in a special account to
accommodate
for
the benefit of the person or persons, if any, entitled thereto. The receipt of
the clerk of the
superior
court therefor shall constitute a discharge of the authority from all liability
in connection
with
such taking. When the person entitled to the money deposited shall have
satisfied the
superior
court of his or her right to receive the same, the court shall cause it to be
paid over to him
or
her, with all accumulations thereon.
(p)
The superior court shall have power to make such orders with respect to
encumbrances,
liens, taxes and other charges on the land, if any, as shall be just and
equitable.
(q)
Whenever in the opinion of the authority a substantial saving in the cost of
acquiring
title
can be affected by conveying other real property, title to which is in the
authority, to the
person
or persons from whom the estate or interest in real property is being purchased
or taken or
by
the construction or improvement by the authority of any work or facility upon
the remaining
real
property of the person or persons from whom the estate or interest in real
property is being
purchased
or taken, the authority shall be and hereby is authorized to convey such other
real
property
to the person or persons from whom the estate or interest in real property is
being
purchased
or taken and to construct or improve any work or facility upon the remaining
land of
such
person or persons.
(r)
At any time during the pendency of any proceedings for the assessment of
damages
for
property or interest therein taken or to be taken by eminent domain by the
authority, the
authority
or any owner may apply to the court for an order directing an owner or the
authority, as
the
case may be, to show cause why further proceedings should not be expedited, and
the court
may
upon such application make an order requiring that the hearing proceed and that
any other
steps
be taken with all possible expedition.
Sec.
9. BONDS AND NOTES OF THE AUTHORITY.
(a)
The authority shall have the power and is hereby authorized to issue from time
to time
its negotiable
bonds and notes in one or more series in such principal amounts as in the
opinion of
the
authority shall be necessary to provide sufficient funds for achieving its
purposes, including
the
payment of interest on bonds and notes of the authority, the establishment of
reserves to
secure
such bonds and notes (including the reserve funds created pursuant to section
12 hereof),
and
the making of all other expenditures of the authority incident to and necessary
or convenient
to
carrying out its corporate purposes and powers.
(b)
All bonds and notes issued by the authority may be secured by the full faith
and credit
of
the authority and may be payable solely out of the revenues, earnings and
receipts of the
authority.
Such bonds and notes may be executed and delivered by the authority at any
time, from
time
to time, may be in such form and denominations and of such tenor and
maturities, and may
be
in bearer form or in registered form, as to principal and interest or as to
principal alone, all as
the
authority may determine.
(c)
Bonds may be payable in such installments, and at such times not exceeding
fifty (50)
years
from the date thereof, as shall be determined by the authority.
(d)
Except for notes issued pursuant to section 10, notes, and any renewals
thereof, may
be
payable in such installments and at such times not exceeding ten (10) years
from the date of
the
original issue of such notes, as shall be determined by the authority.
(e)
Bonds and notes may be payable at such places, whether within or without the
state,
may
bear interest at such rate or rates payable at such time or times and at such
place or places
and
evidenced in such manner, and may contain such provisions not inconsistent
herewith, all as
shall
be provided in the proceedings of the authority under which they shall be
authorized to be
issued.
(f)
There may be retained by provision made in the proceedings under which any
bonds
or
notes of the authority are authorized to be issued an option to redeem all or
any part thereof at
such
prices and upon such notice, and on such further terms and conditions as shall
be set forth on
the
record of such proceedings and on the face of the bonds and notes.
(g)
Any bonds or notes of the authority may be sold from time to time at such
prices, at
public
or private sale, and in such manner as shall be determined by the authority,
and the
authority
shall pay all expenses, premiums and commissions that it shall deem necessary
or
advantageous
in connection with the issuance and sale thereof.
(h)
Moneys of the authority, including proceeds from the sale of bonds or notes,
and
revenues,
receipts and income from any of its water supply facilities, may be invested
and
reinvested
in such obligations securities and other investments consistent herewith as
shall be
specified
in the resolutions under which such bonds or notes are authorized.
(i)
Issuance by the authority of one or more series of bonds or notes for one or
more
purposes
shall not preclude it from issuing other bonds or notes, but the proceedings
whereunder
any
subsequent bonds or notes may be issued shall recognize and protect a prior
pledge or
mortgage
made for a prior issue of bonds or notes unless, in the proceedings authorizing
such
prior
issue, the right is reserved to issue subsequent bonds or notes on a parity
with such prior
issue.
(j)
The authority is authorized to issue bonds or notes for the purpose of
refunding its
bonds
or notes then outstanding, including the payment of any redemption premium
thereon and
any
interest accrued or to accrue to the earliest or subsequent date of redemption,
purchase or
maturity,
of such bonds, or notes, and, if deemed advisable by the authority, for the
additional
purpose
of pay all or part of the cost of acquiring, constructing, reconstructing,
rehabilitating, or
improving
any water supply facility. The proceeds of bonds or notes issued for the
purpose of
refunding
outstanding bonds or notes may be applied, in the discretion of the authority,
to the
purchase,
retirement at maturity, or redemption of such outstanding bonds or notes either
on their
earliest
or a subsequent redemption date, and may, pending such application, be placed
in escrow.
Any
such escrowed proceeds may be invested and reinvested in obligations of or
guaranteed by
the
United States of America, or in certificates of deposit or time deposits
secured or guaranteed
by
the state or the United States, or an instrumentality of either, maturing at
such time or times as
shall
be appropriate to assure the prompt payment, as to principal, interest and
redemption
premium,
if any, of the outstanding bonds or notes to be so refunded. The interest,
income and
profits,
if any, earned or realized on any such investment may also be applied to the
payment of
the
outstanding bonds or notes to be so refunded. After the terms of the escrow
have been fully
satisfied
and carried out, any balance of such proceeds and interest, income and profits,
if any,
earned
or realized on the statements thereof may be returned to the authority for use
by it in
furtherance
of its purposes. The portion of the proceeds of bonds or notes issued for the
additional
purpose
of paying all or part of the cost of acquiring, constructing, reconstructing,
rehabilitating,
developing
or improving any water supply facility, may be invested and reinvested in such
obligations,
securities and other statements consistent herewith as shall be specified in
the
resolutions
which such bonds or notes are authorized and which shall mature not later than
the
times
when such proceeds will be needed for such purposes. The interest income and
profits, if
any,
earned or realized on such investments may be applied to the payment of all
parts of such
costs,
or to the making of such loans, or may be used by the authority otherwise in
furtherance of
its
purposes. All such bonds or notes shall issued and secured and shall be subject
to the
provisions
of this act in the same manner and to the same extent as any other bonds or
notes
issued
pursuant to this act.
(k)
The directors, the executive director of the authority, and other persons
executing
such
bonds or notes shall not be subject to personal liability or accountability by
reason of the
issuance
thereof.
(l)
Bonds or notes may be issued under the provisions of this act without obtaining
the
consent
of any department, division, commission, board, body, bureau, or agency of the
state, and
without
any other proceedings or the happening of any conditions or things other than
those
proceedings,
conditions or things which are specifically required by this act and by the
provisions
of the
resolution authorizing the issuance of such bonds or notes or the trust
agreement securing
the
same.
(m)
The authority, subject to such agreements with noteholders or bondholders as
may
then
be in force, shall have power out of any funds available therefor to the
purchase bonds or
notes
of the authority, which shall thereupon be cancelled, at a price not exceeding:
(1)
if the bonds or notes are then redeemable, the redemption price then applicable
plus
accrued
interest to the next interest payment date, or
(2)
if the bonds or notes are not then redeemable, the redemption price applicable
on the
earliest
date that the bonds or notes become subject to redemption, plus the interest
that would
have
accrued to such date.
(n)
Whether or not the bonds and notes are of such form and character as to be
negotiable
instruments
under the terms of the state uniform commercial code, the bonds and notes are
hereby
made
negotiable instruments within the meaning of an for all the purposes of the
state uniform
commercial
code, subject only to the provisions of the bonds and notes for registration.
(o)
If a director or officer of the authority whose signature appears on bonds,
notes or
coupons
shall cease to be a director or officer before the delivery of such bonds or
notes, such
signature
shall, nevertheless, be valid and sufficient for all purposes, the same as if
such director
or
officer had remained in office until such delivery.
Sec,
10. SHORT TERM NOTES. Money borrowed by the authority for the purpose of
providing
temporary financing of the authority operations pending the issuance of bonds
or other
notes
shall be evidenced by notes or other obligations. The principal and interest of
all notes or
other
obligations of the authority so issued under the provisions of this section 10
shall be payable
no
later than the fifth anniversary of the date of issue thereof, and shall be
payable from the
following:
(i) from the proceeds of bonds subsequently issued, or (ii) from the proceeds
of
subsequent
borrowings which comply with the provisions hereof, or (iii) from general
revenues of
the
authority which may be equal and proportionate with but not superior to that
securing bonds
then
outstanding or subsequently issued. Notwithstanding any other provisions of
this Act, all
such
notes shall be deemed to be negotiable instruments under the laws of the state
subject only
to
the provisions for registration contained therein. Such notes or other
obligations or any issue
thereof
shall be in a form and contain such other provisions as the authority may
determine and
such
notes or resolutions or proceedings authorizing such notes or other obligations
or any issue
thereof
may contain, in addition to any provisions, conditions, covenants or
limitations authorized
by
this Act, any provisions, conditions, covenants or limitations which the
authority is authorized
to
include in any resolution or resolutions authorizing bonds or notes or in any
trust indenture
relating
thereto. The authority may issue such notes or other obligations in such manner
either
publicly
or privately on such terms as it may determine to be in its best interests.
Such notes or
other
obligations may e issued under the provisions of this Act without obtaining the
consent of
any
department, division, commission, board, body or agency of the state, without
any other
proceedings
or the happening of any conditions or things other than those proceedings,
conditions
or
things which are specifically required by this Act and by the provisions and
resolutions
authorizing
the issuance of such notes or obligations.
Sec.
11. SECURITY FOR BONDS OR NOTES.
(a)
The principal of and interest on any bonds or notes issued by the authority may
be
secured
by a pledge of any revenues and receipts of the authority and may be secured by
a
mortgage
or other instrument covering all or any part of one or more water supply
facilities,
including
all or part of any additions, improvements, extensions to or enlargements of
such
facilities
thereafter made.
(b)
The resolution under which the bonds or notes are authorized to e issued and
any such
mortgage,
lease, sales agreement or loan agreement, or other instrument may contain
agreements
and
provisions respecting the maintenance of the facilities covered thereby, the
fixing and
collection
of rents, payments or repayments or other revenues therefrom, including moneys
received
in repayment of loans, and interest thereon, the creation and maintenance of
special
funds
from such rents or other revenues and the rights and remedies available in the
event of
default,
all as the authority shall deem advisable.
(c)
Each pledge, agreement, mortgage or other instrument made for the benefit or
security
of
any of the bonds or notes of the authority shall continue in effect until the
principal of and
interest
on the bonds or notes for the benefit of which the same was made shall have
been fully
paid,
or until provision shall have been made for such payment in the manner provided
in the
resolutions
under which such bonds or notes were authorized.
(d)
The authority may provide in any proceedings under which bonds or notes may be
authorized
that any water supply facility or part thereof may be constructed,
reconstructed,
rehabilitated
or improved by the authority, or any lessee, vendee, obligor or any designee of
the
authority
and may also provide in such proceedings for the time and manner of and
requisitions
for
disbursements to be made for the cost of such construction, and for all such
certificates and
approvals
of construction and disbursements as the authority shall deem necessary and
provide
for
in such proceedings.
(e)
Any resolution under which bonds or notes of the authority are authorized to be
issued
(and
any trust indenture established thereby) may contain provisions for vesting in
a trustee or
trustees
such properties, rights, powers and duties in trust as the authority may
determine
including
any or all of the rights, powers and duties of the trustee appointed by the
holders of any
issue
of bonds or notes pursuant to section 18, in which event the provisions of
section 18
authorizing
the appointment of a trustee by such holders of bonds or notes shall not apply.
Sec.
12. RESERVE AND APPROPRIATIONS.
To
assure the continued operations and solvency of the authority for the carrying
out of
its
corporate purposes:
(a)
The authority may create and establish one or more special funds (herein
referred to
as
"capital reserve fund"), and may pay into each such capital reserve
fund (i) any moneys
appropriated
and made available by the state, or any municipality for the purpose of such
fund,
(ii)
proceeds from the sale of notes or bonds to the extent provided in the
resolution or resolutions
of
the authority authorizing the issuance thereof, and (iii) any other moneys that
may be made
available
to the authority for the purpose of such fund from any other source. All moneys
held in
a
capital reserve fund, except as hereinafter provided, shall e used solely for
the payment of the
principal
of bonds secured in whole or in part by such fund or of the sinking fund payments
hereinafter
mentioned with respect to such bonds, the purchase or redemption of such bonds,
the
payment
of interest on such bonds or the payment of any redemption premium required to
be paid
when
such bonds are redeemed prior to maturity, provided that moneys in such fund
shall not be
withdrawn
therefrom [except for the purpose of making (with respect to bonds secured in
whole
or
in part by such fund) payment when due of principal, interest, redemption
premiums and the
sinking
fund payments hereinafter mentioned, for the payment of which other moneys of
the
authority
are not available] if such withdrawal would reduce the amount of such fund to
less than
the
minimum capital reserve requirement established for such fund as hereinafter
provided. Any
income
or interest earned by, or incremental to, any capital reserve fund due to the
investment of
the
funds thereof may be transferred by the authority to other funds or accounts of
the authority if
such
transfer would not reduce the amount of the capital reserve fund below the
minimum capital
reserve
fund requirement for such fund.
(b)
The authority shall not at any time issue bonds secured in whole or in part by
a capital
reserve
fund if, upon the issuance of such bonds, the amount of such capital reserve
fund would e
les
than the minimum capital reserved required for such fund, unless the authority,
at the time of
issuance
of such bonds, shall deposit in such fund from the proceeds of the bonds so to
e issued,
or
from other sources, an amount that, together with the amount then in such fund,
is not less than
the
minimum capital reserve fund requirement for such fund. For the purpose of this
section, the
term
"minimum capital reserve fund requirement" shall mean, as of any
particular date of
computation,
an amount of money, as provided in the resolution or resolutions of the
authority
authorizing
the bonds or notes with respect to which such fund is established, equal to not
more
than
the greatest of the respective amounts, for the current or any future fiscal
year of the
authority,
of annual debt service on the bonds of the authority secured in whole or in
part by such
fund,
such annual debt service for any fiscal year being the amount of money equal to
the sum of
(i)
the interest payable during such fiscal year on all bonds secured in whole or
in part by such
fund
outstanding on the date of computation; plus (ii) the principal amount of all
such bonds and
bond
anticipation notes outstanding on said date of computation that mature during
such fiscal
year;
plus (iii) all amounts specified in any resolution of the authority authorizing
such bonds as
payable
during such fiscal year as a sinking fund payment with respect to any of such
bonds that
mature
after such fiscal year, all calculated on the assumption that such bonds will
after said date
of
computation cease to be outstanding by reason, but only by reason, of the
payment of bonds
when
due and application in accordance with the resolution authorizing those bonds
of all of such
sinking
fund payments payable at or after said date of computation;
(c)
In computing the amount of the capital reserve funds for the purpose of this
section,
securities
in which all or a portion of such funds shall e invested, shall be valued as
provided in
the
proceedings under which the bonds are authorized but in no event shall be
valued at a value
greater
than par.
(d)
The authority may create and establish such other fund or funds as may be
necessary
or
desirable for its corporate purposes.
(e)
The authority may by resolution permit the issuance of bonds and notes to carry
out
the
purposes of this Act without establishing a capital reserve fund pursuant to
this section and
without
complying with the limitations set forth in this section. Bonds and notes
issued pursuant
to
this paragraph may be secured by such other funds or methods as the authority
may in its
discretion
determine by resolution.
Sec.
13. TRUST FUNDS. All moneys received pursuant to the authority of this Act
whether
as proceeds from the sale of bonds or notes or as revenues, receipts or income,
shall e
trust
funds to be held and applied solely as provided in the proceedings under which
such bonds
or
notes are authorized. Any officer with whom or any bank or trust company with
which such
moneys
shall be deposited as trustee hereof shall hold and apply the same for the
purposes
thereof,
subject to the applicable provisions of this Act, the proceedings authorizing
the bonds or
notes
and the trust agreement securing such bonds or notes, if any.
Sec.
14. EXEMPTION FROM TAXATION.
(a)
The exercise of the powers granted by this Act will e in all respects for the
benefit of
the
people of this state, the increase of their commerce, welfare and prosperity
and for the
improvement
of their health and living conditions and will constitute the performance of an
essential
governmental function and the authority shall not be required to pay any taxes
or
assessments
upon or in respect of any water supply facilities or of any property or moneys
of the
authority,
leveled by any municipality or political subdivision of the state; provided,
however,
that
the authority shall make payments in lieu of real property taxes and
assessments and
franchise
fees, to North Smithfield, with respect to water supply facilities located in
such
municipality
and revenues derived from sales therein during such times as the authority
derives
revenue
from the lease or operation of the same. Such payments in lieu of taxes and
assessments
and
franchise fees shall be made in such amounts as shall be agreed upon by the
authority, and
the
local governing body of North Smithfield. Failing such agreement, the amount of
such
payment
in lieu of taxes and fees shall be determined by the authority suing a formula
that shall
reasonably
assure that such amounts approximate the average amount of real property taxes
and
assessments
and franchise fees which would have been paid with respect to such water supply
facilities
of a similar size and nature and sales of water within North Smithfield. North
Smithfield
is
empowered to accept at its option an amount of payments in lieu of taxes and
fees less than that
determined
by the authority.
(b)
The authority shall no be required to pay state taxes of any kind, and the
authority, its
property
and moneys and, except for estate, inheritance and gift taxes, any bonds or
notes issued
under
the provisions of this Act and the income (including gain from sale or
exchange) therefrom
shall
at all times be free from taxation of every kind by the state and by the municipalities
and all
political
subdivisions of the state. The authority shall not be required to ay any
transfer tax of any
kind
on account of instruments recorded by it or on its behalf.
Sec.
15. NOTES AND BONDS AS LEGAL INVESTMENTS. The notes and bonds of
the
authority are hereby made securities in which all public officers and bodies of
this state and
all
municipalities and municipal subdivisions, all insurance companies and
associations, and other
persons
carrying on an insurance business, all banks, bankers, trust companies, saving
banks and
saving
associations, including savings and loan associations, building and loan
associations,
investment
companies and other persons carrying on a banking business, all administrators,
guardians,
executors, trustees and other fiduciaries, and all other persons whatsoever who
are now
or
may hereafter be authorized to invest in bonds or obligations of the state, may
properly and
legally
invest funds, including capital, in their control or belonging to them.
Sec.
16. AGREEMENT OF THE STATE. The state does hereby pledge to and agree with
the
holders of bonds or notes issued under this act, that the state will not limit
or alter the rights
hereby
vested in the authority to fulfill the terms of any agreements made with the
holders until
such
bonds or notes, together with interest thereon, with interest on any unpaid
installments of
interest,
and all costs and expenses in connection with any action or proceeding by or on
behalf
such
holders, are fully met and discharged. The authority is authorized to include
this pledge and
agreement
of the state in any agreement with the holders of such bonds or notes.
Sec.
17. CREDIT OF STATE. Obligations issued under the provisions of this act,
except
those
obligations guaranteed by any municipality, shall not constitute a debt,
liability or
obligation
of the state or of any political subdivision thereof other than the authority
or a pledge
of
the faith and credit of the state or any political subdivision other than the
authority, but shall be
payable
solely from the revenues or assets of the authority. Each obligation issued
under this act,
except
those obligations guaranteed by any municipality, shall contain on the face
thereof a
statement
to the effect that the authority shall not be obligated to pay the same or
interest thereon
except
from revenues or assets pledged therefore and that neither the faith and credit
nor the
taxing
power of the state or any political subdivision thereof other than the
authority is pledged to
the
payment of the principal of or the interest on such obligation.
Sec.
18. REMEDIES OF BONDHOLDERS AND NOTEHOLDERS.
(a)
In the event that the authority shall default in the payment of principal of or
interest
on any
bonds or notes issued under this act after the same shall become due, whether
at maturity
or
upon call for redemption, and such default shall continue for a period of
thirty (30) days, or in
the
event that the authority shall fail or refuse to comply with the provisions of
this act, or shall
default
in any agreement made with the holders of an issue of bonds or notes of the
authority, the
holders
of twenty-five percentum (25%) in aggregate principal amount of the bonds or
notes of
such
issue then outstanding, by instrument or instruments filed in the office of the
secretary of
state
and proved or acknowledged in the same manner as a deed to be recorded, may
appoint a
trustee
to represent the holders of such bonds or notes for the purposes therein
provided.
(b)
Such trustee may, and upon written request of the holders of twenty-five
percentum
(25%)
in principal amount of such bonds or notes then outstanding shall, in his or
her or its own
name:
(1)
enforce all rights of the bondholders of noteholders, including the right to
require the
authority
to collect rent, interest, repayments and payments on the leases, mortgages,
loan
agreements
and sales agreements held by it adequate to carry out any agreement as to, or
pledge
of,
such rent, interest repayments and payments, and to require the authority to
carry out any
other
agreements with the holders of such bonds or notes and to perform its duties
under this act;
(2)
enforce all rights of the bondholders or noteholders so as to carry out any
contract as
to,
or pledge of, revenues, and to require the authority to carry out and perform
the terms of any
contract
with the holders of its bonds or notes or its duties under this act;
(3)
bring suit upon all or any part of such bonds or notes;
(4)
by action or suit, require the authority to account as if it were the trustee
of an express
trust
for the holders of such bonds or notes;
(5)
by action or suit, enjoin any acts or things which may be unlawful or in violation
of
the
rights of the holders of such bonds or notes;
(6)
declare all such bonds or notes due and payable and, if all defaults shall be
made
good,
then, with the consent of the holders of twenty-five percentum (25%) of the
principal
amount
of such bonds or notes then outstanding, to annul such declaration and its
consequences.
(c)
Such trustee shall in addition to the foregoing have and possess all the powers
necessary
appropriate for the exercise of any functions specifically set forth herein or
incident to
the
general representation of bondholders of noteholders in the enforcement and
protection of
their
rights.
(d)
Before declaring the principal of bonds or notes due and payable, the trustee
shall first
give
thirty (30) days' notice in writing to the governor of the state, the local
governing body of
North
Smithfield, and to the authority.
(e)
The superior court of Providence County shall have jurisdiction of any suit,
action or
proceeding
by the trustee on behalf of bondholders or noteholders.
Sec.
19. AUTHORIZATION TO ACCEPT APPROPRIATED MONEYS. The authority
is
authorized to accept such moneys as may be appropriated from time to time by
the general
assembly
or any municipality for effectuating its corporate purposes including, without
limitation,
the
payment of the initial expenses of administration and operation and the
establishment of
reserves
or contingency funds to be available for the payment of the principal of and
the interest
on
any bonds, notes and other obligations of the authority.
Sec.
20 ADVANCES AND GUARANTEE. North Smithfield is authorized to advance
funds
to the authority for any of its corporation purposes, such funds to be repaid
without interest
from
the proceeds of the first bonds thereafter issued by the authority for such
purposes, North
Smithfield
is further authorized by action of the local governing body to guarantee the
bonds,
notes
or other indebtedness of the authority, and the amount of such guarantee shall
be exempt
from
the operation of the provisions of section 45-12-2 of the general laws.
Sec.
21. AUTHORITY CHARGES AS A LIEN AGAINST PROPERTY. The authority's
charges
for the provision of water shall be billed to each user not less frequently
than once each
calendar
quarter; and all such charges and other fees and charges for services or
facilities
provided
by the authority, together with interest accruing thereon, shall constitute a
lien upon the
estates,
be they real or personal, of such user on a parity with a lien for municipal
taxes until paid
in
full, but such lien shall not be subject to termination under the provisions of
section 44-9-1 of
the general
laws. The authority shall have the same right to enforce the liens against the
estates,
and
to collect such charges and interest from the owners thereof, as the tax
collector in the case of
municipal
taxes assessed against residents of the state.
Sec.
22. RIGHT TO ALTER, REMAND OR REPEAL. The right to alter, amend or
appeal
this act is hereby expressly reserved to the general assembly, but no such
alteration,
amendment
or repeal shall operate to impair the obligation of any contract made by the
authority
under
any power conferred by this act.
Sec.
23. CONTRACTS. The owner or owners of any water supply facilities which the
authority
is authorized to acquire pursuant to the terms of this act, are hereby
authorized to
acquire
pursuant to the terms of this act, are hereby authorized to sell or otherwise
transfer the
same
to the authority, and in the case of the sale or transfer of water facilities
pursuant to this
provision,
it shall be lawful to dissolve such corporation, any other provisions of law to
the
contrary
notwithstanding. The authority may enter into contracts from time to time with
any
public
water supply agency or private water company providing for the purchase or sale
of water
for
periods not exceeding fifty (50) years, and all such agencies and companies are
authorized to
enter
into such contracts with the authority.
Sec.
24. OTHER STATUTES AND ORDINANCES. Nothing herein contained shall
restrict
or limit the powers of the authority arising under any laws of this state, or
any ordinances
of
any municipality, except if such powers are expressly contrary to the
provisions of this act.
This
act shall be construed to provide a complete additional alternative method for
doing the
things
authorized hereby, and shall be regarded as supplemental and in addition to the
powers
conferred
by other laws. The issuance of all bonds, notes and other obligations of the
authority
under
the provisions of this act need not comply with the requirements of any other
statute
applicable
to the issue of the same, and contracts for the construction and acquisition of
water
supply
facilities undertaken pursuant to this act need not comply with any other
provisions of
state
law and municipal ordinances applicable to such contracts for the construction
and
acquisition
of state or municipality owned property. No proceedings or notice of approval
shall be
required
for the issuance of any bonds, notes or other obligations or any instrument of
security
therefore
except as herein provided. The authority shall be exempt from the provisions of
any
zoning,
planning other land use control ordinance adopted by any municipality.
Sec.
25. ANNUAL REPORT. The authority shall submit to the North Smithfield town
administrator
and the local governing body of North Smithfield, within six months after the
close
of
its fiscal year a complete and detailed report setting forth: (1) its
operations and
accomplishments;
(2) its receipts and expenditures during such fiscal year accordance with the
categories
and classifications established by the authority for its operating and capital
outlay
purposes;
(3) its assets and liabilities at the end of its fiscal year including a
schedule of its leases
and
mortgages and the status of the reserve, special or other of its fiscal year
together with a
statement
of amounts redeemed and incurred during such fiscal year. Such reports shall be
prepared
independent certified public accountants in accordance with generally accepted
principles
of accounting.
Sec.
26. LIABILITY OF THE AUTHORITY. The authority shall, subject to the period of
limitations
set forth in section 9-1-25 of the general laws, be liable in actions of tort
only to the
extent
that such actions do not arise from the performance of any functions found or
deemed to be
essential
or discretionary governmental functions. Any recovery in such action or any
recovery by
any
person in any one or more of any such actions against the authority, its
directors, employees
or
agents shall not exceed one hundred thousand dollars ($100,000) per plaintiff
in the absence of
fraud
or willful misconduct.
Sec.
27. INCONSISTENT PROVISIONS. Insofar as the provisions of this act are
inconsistent
with the provisions of any other law or ordinance, general, special or local,
the
provisions
of this act shall be controlling.
Sec.
28. LIBERAL CONSTRUCTION. This act being necessary for the welfare of the
state
and its inhabitants shall be liberally construed so as to effect its purposes.
Sec.
29. SEVERABILITY. If any clause, sentence, paragraph, section, or part of this
act
shall
be adjudged by an court of competent jurisdiction to be invalid, such judgment
shall not
affect,
impair, or invalidate the remainder thereof, but shall be confined in its
operation to clause,
sentence,
paragraph, section or part directly involved in the controversy in which such
judgment
shall
have been rendered.
Sec.
30. REPEALS. All acts or parts of acts inconsistent with the provisions of this
act
are
hereby repealed to the extent of such inconsistency.
Sec.
31. OPEN MEETINGS AND PUBLIC RECORDS. All meetings of the North
Smithfield
Water Authority shall be open to the public and subject to the provisions of
chapter
42-46
of the general laws. All records of the authority shall be public records and
subject to the
provisions
of chapter 38-2 of the general laws.
Section
2. REFERENDA. The question of the approval of this act shall be submitted to
the
qualified electors of North Smithfield at the election the date of which shall
be determined by
agreement
by the local governing body of North Smithfield. The question shall be substantially
in
the
following form: "Shall an Act passed at the 2006 Session of the General
Assembly entitled
'An Act
in amendment of Chapter 218 of the Public Laws of 1993 entitled 'An Act
Relating to the
Town of
North Smithfield To Create the North Smithfield Water Authority and To Provide
for Its
Powers
and Duties' be approved?", and the warning for the election shall contain
the question to
be
submitted. From the time the election is warned and until it is held it shall
be the duty of the
clerk
of North Smithfield to keep a copy of the act available at his or her office
for public
inspection
but the failure of the clerk to perform this duty shall not effect the validity
of the
election.
Section
3. EFFECTIVENESS. This section and section 2 shall take effect upon the
passage
of this act. The remainder of this act shall take effect upon the approval of
this act by a
majority
of those voting on the question in such town at the election prescribed by
section 2
hereof.
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LC03072/SUB A
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