Chapter 251
2010 -- S 2850 SUBSTITUTE A
Enacted 06/29/10
A N A C T
RELATING TO
MAKING IT EASIER TO DO BUSINESS IN RI - PART 8 - STATE AFFAIRS AND GOVERNMENT -
ECONOMIC DEVELOPMENT CORPORATION
Introduced
By: Senators Connors, Raptakis, Felag,
Date Introduced: May 04, 2010
It is enacted by the
General Assembly as follows:
SECTION 1. Section 42-64-8 of the General Laws in Chapter 42-64
entitled "Rhode
Island Economic Development
Corporation" is hereby amended to read as follows:
42-64-8.
Directors, officers, and employees. -- (a) The powers of the
economic development corporation shall be vested in a board of
directors consisting of thirteen
(13) members.
(1) The governor shall
serve as a member of the board and as chairperson, ex-officio,
who shall vote only in the event of a tie.
(2) In addition to the
governor, the membership of the board shall consist of twelve (12)
public members to be appointed by the governor.
(3) Each gubernatorial
appointee shall be subject to the advice and consent of the senate
and no one shall be eligible for appointment unless he or
she is a resident of this state. The
membership of the board shall reflect the geographic diversity
of the state. Four (4) of the public
members shall be owners or principals of small businesses
doing business in this state which are
independently owned and operated and which employs one hundred
(100) or fewer persons. One
of the public members shall serve as small business
ombudsperson, and shall be an owner or
principal of a small business doing business and located in this
state, that is independently owned
and operated and not dominant in its field, and that
employs one hundred (100) or fewer persons
at the time of his or her appointment. The small
business ombudsperson shall advocate all action
as Directors that may be necessary and proper to
maintain and encourage the continued viability
of small businesses in the state. One other of the public members shall be a
representative of
organized labor. One other of the public members shall be a
representative of higher education.
One other of the public members shall be appointed on
an interim basis by the governor when a
project plan of the corporation situated on federal land is
disapproved by the governing body of a
municipality in accordance with section 42-64-13(a)(4). The member
shall be the mayor of the
municipality within whose borders all or a majority of the project
plan is to be carried out, or in a
municipality, which has no mayor, the member shall be the
president of the town or city council.
The appointed interim member shall have all the powers
of other members of the board only in its
deliberations and action on the disapproval of the project plan
situated on federal land and within
the borders of his or her municipality. Upon final action
by the board pursuant to section 42-64-
13(a)(5), the interim
member's term of appointment shall automatically terminate.
(4) It shall be the
responsibility of the corporation to conduct a training course for newly
appointed and qualified members and new designees of ex-officio
members within six (6) months
of their qualification or designation. The course shall
be developed by the executive director of
the corporation or his or her designee, be approved by
the board, and conducted by the executive
director or his or her designee. The board may approve the use
of any board or staff members or
other individuals to assist with training. The training
course shall include instruction in the
following areas: the provisions of the entirety of chapter 64
of this title and of chapters 46 of this
title, 14 of title 36, and 2 of title 38 of the
regulations. The director of the department of administration
shall, within ninety (90) days of July
15, 2005, prepare and disseminate materials relating
to the provisions of chapters 46 of this title,
14 of title 36, and 2 of title 38.
(5) Members of the
board shall be removable by the governor, pursuant to the provisions
of section 36-1-7 and for cause only, and removal solely
for partisan or personal reasons
unrelated to capacity or fitness for the office shall be
unlawful.
(6) The five (5)
current members of the board of directors who were duly appointed and
who have unexpired terms shall continue as directors of
the corporation until February 1, 2010,
and thereafter until their successors are appointed and
qualified. Upon passage of this act, the
governor shall appoint seven (7) members to the board, with
terms expiring as follows: three (3)
members shall have terms expiring on February 1, 2011; three
(3) members shall have terms
expiring on February 1, 2012; and one member shall have a term
expiring on February 1, 2013. In
January 2010, the governor shall appoint five (5)
members to the board with terms expiring as
follows: two (2) members shall have terms expiring on
February 1, 2013 and three (3) members
shall have terms expiring on February 1, 2014. Beginning in
2011 and annually thereafter, during
the month of January, the governor shall appoint a member
or members to succeed the member or
members whose terms will then next expire to serve for a term
of four (4) years commencing on
the first day of February and then next following, and
thereafter until the successors are appointed
and qualified. Beginning in 2011 and annually
thereafter the governor shall appoint owners or
principals of small businesses doing business in this state
which are independently owned and
operated, and which employs one hundred (100) or fewer
persons. The members of the board
shall be eligible to succeed themselves, but only upon
reappointment and with senate advice and
consent.
(7) In the event of a
vacancy occurring in the office of a member by death, resignation or
otherwise, that vacancy shall be filled in the same manner as
an original appointment, but only for
the remainder of the term of the former member.
(b) The directors shall
receive no compensation for the performance of their duties under
this chapter, but each director shall be reimbursed for
his or her reasonable expenses incurred in
carrying out those duties. A director may engage in private
employment, or in a profession or
business.
(c) The chairperson
shall designate a vice chairperson from among the members of the
board who shall serve at the pleasure of the chairperson. A
majority of directors holding office
shall constitute a quorum, and, except as otherwise
provided in section 42-64-13, any action to be
taken by the corporation under the provisions of this
chapter may be authorized by resolution
approved by a majority of the directors present and entitled
to vote 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 of
the rights and perform all of the duties of
the corporation.
(d) The chief executive
officer of the corporation shall be executive director of the
corporation, appointed by the governor with the advice and
consent of the senate. The executive
director shall hold office for the term of three (3) years
from the time of his or her appointment
and until his or her successor is duly appointed and
qualified. The director shall be eligible for
reappointment, and shall not engage in any other occupation. The
executive director of the
corporation shall be entitled to receive for his or her services
any reasonable compensation as the
board of directors may determine.
(e) The board of
directors shall appoint a secretary and such additional officers and staff
members as they 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, or the director's subordinates, the authority to
appoint additional staff members and to
determine the amount of compensation each individual shall
receive.
(f) No full-time
employee shall during the period of his or her employment by the
corporation engage in any other private employment, profession or
business, except with the
approval of the board of directors.
(g) Notwithstanding any
other law to the contrary, it shall not be or constitute a conflict
of interest for a director, officer, or employee of any
financial institution, investment banking
firm, brokerage firm, commercial bank, trust company,
building-loan association, architecture
firm, insurance company, or any other firm, person, or
corporation to serve as a director of the
corporation, nor shall any contract or transaction between the
corporation and a financial
institution, investment banking firm, brokerage firm,
commercial bank, trust company, building-
loan association, architecture firm, insurance company, or
other firm, person, or corporation be
void or voidable by reason of that service as director of
the corporation. If any director, officer, or
employee of the corporation shall be interested either
directly or indirectly, or shall be a director,
officer, or employee of or have an ownership interest (other
than as the owner of less than one
percent (1%) of the shares of a publicly-held corporation) in
any firm or corporation interested
directly or indirectly in any contract with the corporation,
that interest shall be disclosed to the
corporation and set forth in the minutes of the corporation, and
the director, officer, or employee
having that ownership interest shall not participate on
behalf of the corporation in the
authorization of that contract. Interested directors may be counted
in determining the presence of
a quorum at a meeting of the board of directors of the
corporation, which authorizes the contract
or transaction.
(h) Any action taken by
the corporation under the provisions of this chapter may be
authorized by vote at any regular or special meeting, and each vote
shall take effect immediately.
All meetings shall be open to the public and all
records shall be a matter of public record except
that if a majority of the board of directors decides that
it would be in the best interests of the
corporation and the state to hold an executive session in
private, then the board of directors is
authorized to transact any business it deems necessary at that
executive session in private, and the
record of the executive session shall not become a matter of
public record until the transaction
discussed has in the opinion of the board of directors been
completed.
(i)
The board of directors may designate from among its members an executive
committee and one or more other committees each of which, to
the extent authorized by the board
of directors, shall have and may exercise all of the
authority of the board of directors, but no
executive committee shall have the authority of the board of
directors in reference to the
disposition of all or substantially all of the property and
assets of the corporation, amending the
by-laws of the corporation, exercising the condemnation power
conferred upon the corporation by
section 42-64-9 or taking actions described or referred to in
section 42-64-13(a).
(j) Any action required
by this chapter to be taken at a meeting of the board of directors,
or any action which may be taken at a meeting of the
board of directors, or committee of the
board of directors, may be taken without a meeting if a
consent in writing, setting forth the action
to be taken, shall be signed before or after that action
by all of the directors, or all of the members
of the committee, as the case may be.
(k) Employees of the
corporation shall not, by reason of their employment, be deemed to
be employees of the state for any purpose, any other
provision of the general laws to the contrary
notwithstanding, including, without limiting the generality of the
foregoing, chapters 29, 39, and
42 of title 28 and chapters 4, 8, 9,
and 10 of title 36.
SECTION 2. This act shall take effect upon passage.
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LC02342/SUB A
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