Chapter 326
2011 -- S 0314 SUBSTITUTE A
Enacted 07/13/11
A N A C T
RELATING TO
STATE AFFAIRS AND GOVERNMENT --
Introduced By: Senators McCaffrey, and Lynch
Date Introduced: February 16, 2011
It is enacted by the
General Assembly as follows:
SECTION 1. Section 42-64-7.1 of the General Laws in Chapter
42-64 entitled “Rhode
Island Economic Development
Corporation” is hereby amended to read as follows:
42-64-7.1.
Subsidiaries. -- (a) (1) The
parent corporation shall have the right to exercise
and perform its powers and functions, or any of them,
through one or more subsidiary
corporations whose creation shall be approved and authorized by
the general assembly.
(2) (i) Express approval and authorization of the general
assembly shall be deemed to
have been given for all legal purposes on July 1, 1995 for
the creation and lawful management of
a subsidiary corporation created for the management of
the Quonset Point/Davisville Industrial
Park, that subsidiary corporation being managed by a
board of directors, the members of which
shall be constituted as follows: (A) two (2) members who
shall be appointed by the town council
of the town of
governor; (D) the chairperson, who shall be the executive
director of the
development corporation; and (E) non-voting members, who shall
include the members of the
general assembly whose districts are comprised in any part by
areas located within the town of
North Kingstown and one non-voting member who shall be
a resident of the town of
appointed by the town council of the town of
authorization from the general assembly, the parent corporation by
resolution of the board of
directors may direct any of its directors, officers, or
employees to create subsidiary corporations
pursuant to chapter 1.2 or 6 of title 7 or in the manner
described in subsection (b); provided, that
the parent corporation shall not have any power or
authority to create, empower or otherwise
establish any corporation, subsidiary corporation, corporate
body or any form of partnership or
any other separate entity, without the express approval
and authorization of the general assembly.
(ii) The approval and
authorization provided herein shall terminate upon the
establishment of the Quonset Development Corporation as provided
for in chapter 64.10 of this
title.
(iii) The Quonset
Development Corporation shall be deemed a subsidiary of the Rhode
Island economic development corporation:
(A) As set forth in
section 42-64.10-6(c); and
(B) Insofar as it
exercises any powers and duties delegated to it by the corporation
pursuant to this chapter for any project other than on
real and personal property owned, leased or
under the control of the corporation located in the town of
shall be deemed to have authority to delegate any of its
powers, with the exception of the power
to issue any form of negotiable bonds or notes and the
power of eminent domain, in order to
accomplish the purposes of chapter 64.10 of this title;
provided, however, that the corporation
may, as provided for in this chapter, issue bonds or
exercise the power of eminent domain on
behalf of the Quonset Development Corporation or to undertake
a project of the Quonset
Development Corporation.
(b) As used in this
section, "subsidiary public corporation" means a corporation created
pursuant to the provisions of this section. The person or
persons directed by the resolution
referred to in subsection (a) shall prepare articles of
incorporation setting forth: (1) the name of
the subsidiary public corporation; (2) the period of
duration, which may be perpetual; (3) the
purpose or purposes for which the subsidiary public
corporation is organized which shall not be
more extensive than the purposes of the corporation set
forth in section 42-64-5; (4) the number
of directors (which may, but need not be, more than one)
constituting the initial board of directors
and their names and business or residence addresses; (5)
the name and business or residence
address of the person preparing the articles of
incorporation; (6) the date when corporate
existence shall begin (which shall not be earlier than the
filing of the articles of incorporation
with the secretary of state as provided in this
subsection); (7) any provision, not inconsistent with
law, which the board of directors elect to set forth in
the articles of incorporation for the
regulation of the internal affairs of the subsidiary public
corporation; and (8) a reference to the
form of authorization and approval by the general assembly
and to the resolution of the board of
directors authorizing the preparation of the articles of
incorporation. Duplicate originals of the
articles of incorporation shall be delivered to the secretary
of state. If the secretary of state finds
that the articles of incorporation conform to the
provisions of this subsection, the secretary shall
endorse on each of the duplicate originals the word
"Filed," and the month, day and year of the
filing; file one of the duplicate originals in his or her
office; and a certificate of incorporation to
which the secretary shall affix the other duplicate
original. No filing fees shall be payable upon
the filing of articles of incorporation. Upon the
issuance of the certificate of incorporation or upon
a later date specified in the articles of
incorporation, the corporate existence shall begin and the
certificate of incorporation shall be conclusive evidence that
all conditions precedent required to
be performed have been complied with and that the
subsidiary public corporation has been duly
and validly incorporated under the provisions hereof. The
parent corporation may transfer to any
subsidiary public corporation any moneys, real, personal, or
mixed property or any project in
order to carry out the purposes of this chapter. Each
subsidiary public corporation shall have all
the powers, privileges, rights, immunities, tax exemptions,
and other exemptions of the parent
corporation except to the extent that the articles of
incorporation of the subsidiary public
corporation shall contain an express limitation and except that
the subsidiary public corporation
shall not have the condemnation power contained in section
42-64-9, nor shall it have the powers
contained in, or otherwise be subject to, the provisions of
section 42-64-12 and section 42-64-
13(a), nor shall it have the power to create, empower
or otherwise establish any corporation,
subsidiary corporation, corporate body, any form of partnership,
or any other separate entity,
without the express approval and authorization of the general
assembly.
(c) Any subsidiary
corporation shall not be subject to the provisions of section 42-64-
8(a), (c), and (d), except as otherwise provided in
the articles of incorporation of the subsidiary
corporation.
(d) The
Rhode Island Airport Corporation, shall not be liable
for the debts or obligations or for any
actions or inactions of the Rhode Island Airport Corporation,
unless the Rhode Island economic
development corporation expressly agrees otherwise in writing.
(e) The East Providence
Waterfront District shall, with the approval of its commission
and the board of directors of the corporation, be a
subsidiary of the
development corporation for the purposes of exercising such
powers of the corporation as the
board of directors shall determine, and notwithstanding the
requirements of subsection (b), the act
creating the District shall be deemed fully satisfactory for
the purposes of this section regarding
the establishment of subsidiary public corporations, and the
express approval and authorization of
the general assembly shall be deemed to have been given
for all legal purposes for the creation
and lawful management of a subsidiary corporation created
for the purposes of implementing the
purposes of the District.
(f) The parent
corporation is hereby authorized and empowered to create a subsidiary
corporation for the expressed purpose to issue bonds and notes of
the type and for those projects
and purposes specified in the Joint Resolution and Act of
the general assembly adopted by the
(h) The
The board of directors of the Rhode Island airport
corporation shall consist of seven (7)
members: The board of directors shall have extensive
experience in the fields of finance,
business, construction and/or organized labor.
The governor of the
State of
the senate when nominated to serve, the seven (7) members
of the board of directors. One director
shall be appointed for a term of one year; two (2)
directors shall be appointed for a term of two
(2) years; three (3)
directors shall be appointed for a term of three (3) years; and one director
shall
be appointed for a term of four (4) years. Appointments
made thereafter shall be for four (4) year
terms.
Any vacancy occurring
in the board of directors shall be filled by the governor of the
State of
A director appointed
to fill a vacancy of a director appointed by the governor of the State
of
whose vacancy is to be filled.
All members of the
board of directors of the
without compensation.
SECTION 2. The
articles of incorporation in the manner provided in section
42-64-7.2 to comport with the terms of
this act.
SECTION 3. This act shall take effect upon passage and all
members of the board of
directors of the
serve for the unexpired portion of their respective term of
office and shall be subject to the advice
and consent of the senate only if nominated for a
successive term.
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LC00511/SUB A
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