Title 42
State Affairs and Government

Chapter 64
Rhode Island Commerce Corporation

§ 42-64-15. Bonds and notes of the corporation.

(a) The Rhode Island commerce corporation shall have the power and is authorized to issue from time to time its negotiable bonds and notes in one or more series in any principal amounts as in the opinion of the corporation shall be necessary to provide sufficient funds for achieving its purposes, including the payment of interest on bonds and notes of the corporation, the establishment of reserves to secure those bonds and notes (including the reserve funds created pursuant to § 42-64-18), and the making of all other expenditures of the corporation incident to and necessary or convenient to carrying out its corporate purposes and powers.

(b) All bonds and notes issued by the corporation may be secured by the full faith and credit of the corporation or may be payable solely out of the revenues and receipts derived from the lease, mortgage, or sale by the corporation of its projects or of any part of its projects, or from any other revenues or from repayment from any loans made by the corporation with regard to any of its projects or any part of its projects, all as may be designated in the proceedings of the corporation under which the bonds or notes shall be authorized to be issued. The bonds and notes may be executed and delivered by the corporation at any time from time to time, may be in any form and denominations and of any 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 corporation may determine.

(c) Bonds may be payable in any installments, and at times not exceeding fifty (50) years from their date, as shall be determined by the corporation.

(d) Except for notes issued pursuant to § 42-64-16, notes, and any renewals, may be payable in any installments and at any times not exceeding ten (10) years from the date of the original issue of the notes, as shall be determined by the corporation.

(e) Bonds and notes may be payable at any places, whether within or outside of the state, may bear interest at any rate or rates payable at any time or times and at any place or places and evidenced in any manner, and may contain any provisions not inconsistent with this section, all as shall be provided in the proceedings of the corporation 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 corporation are authorized to be issued an option to redeem all or any part of these bonds or notes, at any prices and upon any notice, and on any further terms and conditions as shall be set forth on the record of the proceedings and on the face of the bonds or notes.

(g) Any bonds or notes of the corporation may be sold from time to time at those prices, at public or private sale, and in any manner as shall be determined by the corporation, and the corporation shall pay all expenses, premiums, and commissions that it shall deem necessary or advantageous in connection with the issuance and sale of these bonds and notes.

(h) Moneys of the corporation, including proceeds from the sale of bonds or notes, and revenues, receipts and income from any of its projects or mortgages, may be invested and reinvested in any obligations, securities, and other investments consistent with this section as shall be specified in the resolutions under which the bonds or notes are authorized.

(i) Issuance by the corporation of one or more series of bonds or notes for one or more purposes shall not preclude it from issuing other bonds or notes in connection with the same project or any other project, 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 that prior issue the right is reserved to issue subsequent bonds or notes on a parity with that prior issue.

(j) The corporation 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 and any interest accrued or to accrue to the earliest or subsequent date of redemption, purchase, or maturity of the bonds or notes, and, if deemed advisable by the corporation, for the additional purpose of paying all or part of the cost of acquiring, constructing, reconstructing, rehabilitating, or improving any project, or the making of loans on any project. The proceeds of bonds or notes issued for the purpose of refunding outstanding bonds or notes may be applied, in the discretion of the corporation, to the purchase, retirement at maturity, or redemption of the outstanding bonds or notes either on their earliest or a subsequent redemption date, and may, pending that application, be placed in escrow. Those escrowed proceeds may be invested and reinvested in obligations of or guaranteed by the United States, 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 any 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 the 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 the proceeds and interest, income and profits, if any, earned or realized on the investments may be returned to the corporation 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 project, or the making of loans on any project, may be invested and reinvested in any obligations, securities, and other investments consistent with this section as shall be specified in the resolutions under which those bonds or notes are authorized and which shall mature not later than the times when those proceeds will be needed for those purposes. The interest, income and profits, if any, earned or realized on those investments may be applied to the payment of all parts of the costs, or to the making of loans, or may be used by the corporation otherwise in furtherance of its purposes. All bonds or notes shall be issued and secured and shall be subject to the provisions of this chapter in the same manner and to the same extent as any other bonds or notes issued pursuant to this chapter.

(k) The directors, the executive director of the corporation, and other persons executing bonds or notes shall not be subject to personal liability or accountability by reason of the issuance of these bonds and notes.

(l) Bonds or notes may be issued under the provisions of this chapter 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 chapter and by the provisions of the resolution authorizing the issuance of bonds or notes or the trust agreement securing them.

(m) The corporation, subject to any agreements with note holders or bondholders as may then be in force, shall have power out of any funds available therefor to purchase bonds or notes of the corporation, 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 that date.

(n) Whether or not the bonds and notes are of a form and character as to be negotiable instruments under the terms of the Rhode Island Uniform Commercial Code, title 6A, the bonds and notes are hereby made negotiable instruments within the meaning of and for all the purposes of the Rhode Island Uniform Commercial Code, subject only to the provisions of the bonds and notes for registration.

(o) If a director or officer of the corporation whose signature appears on bonds, notes, or coupons shall cease to be a director or officer before the delivery of those bonds or notes, that signature shall, nevertheless, be valid and sufficient for all purposes, the same as if the director or officer had remained in office until the delivery.