2024 -- S 2880

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LC005698

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2024

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A N   A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT -- NEWPORT AND BRISTOL

COUNTY CONVENTION AND VISITORS' BUREAU

     Introduced By: Senators Euer, and DiPalma

     Date Introduced: March 22, 2024

     Referred To: Senate Housing & Municipal Government

     It is enacted by the General Assembly as follows:

     SECTION 1. Sections 42-105-1, 42-105-2, 42-105-3, 42-105-4, 42-105-6, 42-105-8 and

42-105-10 of the General Laws in Chapter 42-105 entitled "Newport and Bristol County

Convention and Visitors’ Bureau" are hereby amended to read as follows:

     42-105-1. Newport and Bristol County Convention and Visitors’ Bureau -- Creation

Newport and Bristol Counties Convention and Visitors’ Bureau -- Creation.

     (a) There is authorized, created, and established a public corporation having a distinct legal

existence from the state and not constituting a department of state government, which is a

governmental agency and public instrumentality of the municipalities within Newport and Bristol

Counties, to be known as the “Newport and Bristol County Counties convention and visitors’

bureau dba Discover Newport” with those corporate powers as that are set forth in this chapter to

be known as "Discover Newport," or by any other name that the board of directors may select which

appropriately identifies the corporation's activities or location, to carry out the provisions of this

chapter.

     (b) The exercise by the corporation of the powers conferred by this chapter shall be deemed

and held to be the performance of an essential governmental function of the municipalities within

Newport and Bristol County Counties for public purposes. It is the intent of the general assembly

by the passage of this chapter to vest in the corporation all powers, authority, rights, privileges, and

titles that may be necessary to enable it to accomplish the purposes herein set forth, and this chapter

and the powers granted hereby shall be liberally construed in conformity with those purposes.

     (c)(1) The corporation and its corporate existence shall continue until terminated by law or

until the corporation shall cease entirely and continuously to conduct or be involved in any business

whatsoever in the furtherance of its purposes.

     (2) Upon termination of the existence of the corporation, all its rights and properties shall

pass to and be vested in the state. At no time shall the assets or other property of the corporation

inure to the benefit of any person or other corporation or entity.

     42-105-2. Composition Composition -- Appointment of directors.

     (a)(1) The Newport and Bristol County convention and visitors’ bureau dba Discover

Newport shall be comprised of eighteen (18) members who are residents of the state of Rhode

Island, preferably from Newport and Bristol Counties The powers of the corporation shall be vested

in a board of directors having eighteen (18) members through June 30, 2024, and nineteen (19)

members thereafter, who shall be appointed in the manner set forth in this section.

     (2) All members of the bureau as of September 1, 2005, shall cease to be members of the

authority on September 1, 2005, and the bureau shall thereupon the board of directors be

reconstituted as follows All members of the board of directors must be residents of the of the State

of Rhode Island, preferably from Newport and/or Bristol Counties. The members of the board of

directors shall be appointed as follows:

     (i) Three (3) board members shall be appointed by the Newport City Council; two (2) of

whom shall be associated with the hospitality industry within Newport and/or Bristol Counties;

     (ii) Three (3) board members shall be appointed by the Middletown Town Council; two (2)

of whom shall be associated with the hospitality industry within Newport and/or Bristol Counties;

     (iii) One board member shall be appointed by the Jamestown Town Council who shall be

associated with the hospitality industry within Newport and/or Bristol Counties;

     (iv) One board member shall be appointed by the Portsmouth Town Council who shall be

associated with the hospitality industry within Newport and/or Bristol Counties;

     (v) One board member shall be appointed by the Tiverton Town Council who shall be

associated with the hospitality industry within Newport and/or Bristol Counties;

     (vi) One board member shall be appointed by the Little Compton Town Council who shall

be associated with the hospitality industry within Newport and/or Bristol Counties;

     (vii) One board member shall be appointed by the Bristol Town Council who shall be

associated with the hospitality industry within Newport and/or Bristol Counties;

     (viii) One board member shall be appointed by the Warren Town Council who shall be

associated with the hospitality industry within Newport and/or Bristol Counties;

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     (ix) One board member shall be appointed by the Barrington Town Council who shall be

associated with the hospitality industry within Newport and/or Bristol Counties; and

     (x) Those board members appointed pursuant to paragraph (i) — (ix) subsections (a)(2)(i)

through (a)(2)(ix) shall thereupon appoint five (5) board members up and until June 30, 2024, at

which time the board members would appoint six (6) board members, who shall be from Newport

and/or Bristol Counties:

     (A) One representative of hotels of more than one hundred (100) rooms;

     (B) One representative of hotels, inns, or bed-and-breakfasts of less than one hundred (100)

rooms;

     (C) One representative of the restaurant industry;

     (D) One representative of the attractions industry; and

     (E) One member of the public to serve as an at-large representative who shall be associated

with the hospitality industry.

     (F) One representative from the Newport Tourism Marketing District.

     (3) Each board member shall be appointed to serve a term of three (3) years. Members of

the board shall be eligible for appointment for two (2) consecutive terms or until their successor is

appointed and qualified.

     (4) Those board Board members shall be grouped as follows:

     (i) Board members appointed under paragraphs subsections (a)(2)(i) and (a)(2)(ii) of this

section shall be Group A and terms shall expire in 2025, 2028, and every successive three-year (3)

period thereafter.

     (5) Those board (ii) Board members appointed under paragraphs subsections (a)(2)(iii),

(a)(2)(iv), (a)(2)(v), (a)(2)(vi), (a)(2)(vii), and (a)(2)(viii) under this section shall be Group B and

terms shall expire in 2023 2026, 2026 2029, and every successive three-year (3) period thereafter.

     (6) Those board (iii) Board members appointed under paragraphs subsections (a)(2)(ix)

and (a)(2)(x) of this section shall be Group C and terms shall expire in 2024 2027, 2027 2031, and

every successive three-year (3) period thereafter.

     (7)(5) The chairperson shall be elected by the members of the board of directors.

     (i) The chairperson may be permitted to serve up to two (2) additional one-year terms on

the board; provided they are serving in the position of chair.

     (8)(i)(6) No state legislator shall serve or be otherwise eligible to serve on the board of

directors of Discover Newport.

     (ii) The (7) Board members of the board of directors of Discover Newport shall serve

without compensation, but each member shall be reimbursed for their reasonable expenses incurred

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in carrying out those duties under this chapter.

     (iii)(8) The Discover Newport board shall meet six (6) times a year at a time to be

designated by the chairperson and/or president/CEO of Discover Newport.

     (iv)(i) Special meetings of Discover Newport may be called by the chairperson and/or

president/CEO of Discover Newport in accordance with the open meetings law.

     (9) The Discover Newport board shall be governed by their by-laws.

     42-105-3. Purposes.

     The Newport and Bristol County convention and visitors’ bureau dba Discover Newport is

authorized, created, and established for the following purposes:

     (1) To establish an operating program to promote and encourage tourism;

     (2) To coordinate tourism activities within Newport and Bristol Counties and the state;

     (3) To establish a fund to promote and encourage tourism; and

     (4) To aid the municipalities in Newport and Bristol County in resolving problems that

may arise due to growth in the tourism industry and to improve the quality of life in Newport and

Bristol County.

     42-105-4. General powers.

     Except to the extent inconsistent with any specific provision of this chapter, the corporation

shall have 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 seal 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, improve, use, and

otherwise deal in and with, personal property, or any interest therein, wherever situated;

     (4) To sell, convey, pledge, lease, exchange, transfer, and otherwise dispose of all or any

part of its property and assets for any consideration and upon any terms and conditions as that

corporation shall determine;

     (5) To make and execute agreements of lease, conditional sales contracts, installment sales

contracts, loan agreements, construction contracts, operation contracts, and other contracts and

instruments necessary or convenient in the exercise of the powers and functions of the corporation

granted by this chapter;

     (6) To conduct its activities, carry on its operations, and have offices and exercise the

powers granted by this chapter, within or without the state;

     (7) To elect or appoint officers, and agents of the corporation, and define their duties and

fix their compensation;

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     (8) To make and alter by-laws, not inconsistent with this chapter, for the administration

and regulation of the affairs of the corporation, and those by-laws may contain provisions

indemnifying any person who is or was a director, officer, employee, or agent of the corporation,

or is or was serving at the request of the corporation as a director, officer, employee, or agent of

another corporation, partnership, joint venture, trust, or other enterprise, in the manner and to the

extent provided in § 7-1.2-814;

     (9) To hire and fire employees as is necessary to properly conduct the daily operation of

the corporation; and

     (10) To have and exercise all powers necessary or convenient to effect affect its purposes.

     42-105-6. Transfer of assets, rights, and responsibilities.

     All assets presently held by the Newport and Bristol tourism and convention authority are

transferred to the corporation created by this chapter. Assets include all property, tangible and

intangible, whether located within or without the state. Whenever in the general laws or any public

law reference is made to the Newport and Bristol tourism and convention authority, the Newport

and Bristol County convention and visitors’ bureau dba Discover Newport shall be substituted, and

the bureau shall assume all responsibilities and rights as may be set forth in the general or public

law.

     42-105-8. Audits and annual report.

     The books of the Newport and Bristol County convention and visitors’ bureau dba Discover

Newport as they pertain to the revenues derived from the room tax shall be audited by an

independent certified public accountant annually who shall make a report to the Discover Newport

board of directors or finance committee within six (6) months after the close of the fiscal year.

Included with within the audit shall be the management’s discussion and analysis (MD&A), which

will serve as the annual report. The MD&A shall include an organization chart, a summary of

performance of sales and marketing activities during the fiscal year under audit, highlights of next

year’s fiscal budget, and a schedule of the following calendar year’s meetings. Discover Newport

shall file copies of the annual audit with the speaker of the house of representatives, the president

of the senate, the governor, and each city or town council in Newport and Bristol County Counties.

     42-105-10. Training.

     The bureau shall conduct a training course for newly appointed and qualified members of

the board and new designees of ex-officio members within six (6) months of their qualification or

designation. The course shall be developed by the chair of the bureau, approved by the bureau, and

conducted by the chair of the bureau. The bureau may approve the use of any bureau or staff

members or other individuals to assist with training. The training course shall include instruction

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in the subject area of this chapter and chapter 46 of this title, and chapter 2 of title 38; and the

bureau’s rules and regulations. The president/ and CEO of Newport and Bristol County convention

and visitors’ bureau dba Discover Newport shall, within ninety (90) days of a member of the board

of directors being appointed, disseminate training materials relating to the provisions of chapter 46

of this title and chapter 2 of title 38.

     SECTION 2. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT -- NEWPORT AND BRISTOL

COUNTY CONVENTION AND VISITORS' BUREAU

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     This act would make various amendments to the chapter creating the Newport and Bristol

County Convention and Visitors' Bureau.

     This act would take effect upon passage.

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