2024 -- S 2886 SUBSTITUTE A | |
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LC005800/SUB A | |
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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 -- RHODE ISLAND COMMERCE | |
CORPORATION | |
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Introduced By: Senators McKenney, and LaMountain | |
Date Introduced: March 22, 2024 | |
Referred To: Senate Judiciary | |
It is enacted by the General Assembly as follows: | |
1 | SECTION 1. Section 42-64-7.1 of the General Laws in Chapter 42-64 entitled "Rhode |
2 | Island Commerce Corporation" is hereby amended to read as follows: |
3 | 42-64-7.1. Subsidiaries. |
4 | (a)(1) The parent corporation shall have the right to exercise and perform its powers and |
5 | functions, or any of them, through one or more subsidiary corporations whose creation shall be |
6 | approved and authorized by the general assembly. |
7 | (2)(i) Express approval and authorization of the general assembly shall be deemed to have |
8 | been given for all legal purposes on July 1, 1995 for the creation and lawful management of a |
9 | subsidiary corporation created for the management of the Quonset Point/Davisville Industrial Park, |
10 | that subsidiary corporation being managed by a board of directors, the members of which shall be |
11 | constituted as follows: (A) two (2) members who shall be appointed by the town council of the |
12 | town of North Kingstown; (B) two (2) members who shall be residents of the town of North |
13 | Kingstown appointed by the governor; (C) four (4) members who shall be appointed by the |
14 | governor; (D) the chairperson, who shall be: (i) the executive director of the Rhode Island economic |
15 | development corporation until such time that the secretary of commerce is appointed; (ii) Upon the |
16 | appointment of a secretary of commerce, the chief executive officer of the Rhode Island commerce |
17 | corporation, who also shall be the secretary of the Rhode Island executive office of commerce; and |
18 | (E) non-voting members, who shall include the members of the general assembly whose districts |
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1 | are comprised in any part by areas located within the town of North Kingstown and one non-voting |
2 | member who shall be a resident of the town of Jamestown, appointed by the town council of the |
3 | town of Jamestown. Upon receipt of approval and authorization from the general assembly, the |
4 | parent corporation by resolution of the board of directors may direct any of its directors, officers, |
5 | or employees to create subsidiary corporations pursuant to chapter 1.2 or 6 of title 7 or in the manner |
6 | described in subsection (b); provided, that the parent corporation shall not have any power or |
7 | authority to create, empower or otherwise establish any corporation, subsidiary corporation, |
8 | corporate body or any form of partnership or any other separate entity, without the express approval |
9 | and authorization of the general assembly. |
10 | (ii) The approval and authorization provided herein shall terminate upon the establishment |
11 | of the Quonset Development Corporation as provided for in chapter 64.10 of this title. |
12 | (iii) The Quonset Development Corporation shall be deemed a subsidiary of the Rhode |
13 | Island commerce corporation: |
14 | (A) As set forth in § 42-64.10-6(c); and |
15 | (B) Insofar as it exercises any powers and duties delegated to it by the corporation pursuant |
16 | to this chapter for any project other than on real and personal property owned, leased or under the |
17 | control of the corporation located in the town of North Kingstown, and the corporation shall be |
18 | deemed to have authority to delegate any of its powers, with the exception of the power to issue |
19 | any form of negotiable bonds or notes and the power of eminent domain, in order to accomplish |
20 | the purposes of chapter 64.10 of this title; provided, however, that the corporation may, as provided |
21 | for in this chapter, issue bonds or exercise the power of eminent domain on behalf of the Quonset |
22 | Development Corporation or to undertake a project of the Quonset Development Corporation. |
23 | (b) As used in this section, “subsidiary public corporation” means a corporation created |
24 | pursuant to the provisions of this section. The person or persons directed by the resolution referred |
25 | to in subsection (a) shall prepare articles of incorporation setting forth: (1) the name of the |
26 | subsidiary public corporation; (2) the period of duration, which may be perpetual; (3) the purpose |
27 | or purposes for which the subsidiary public corporation is organized which shall not be more |
28 | extensive than the purposes of the corporation set forth in § 42-64-5; (4) the number of directors |
29 | (which may, but need not be, more than one) constituting the initial board of directors and their |
30 | names and business or residence addresses; (5) the name and business or residence address of the |
31 | person preparing the articles of incorporation; (6) the date when corporate existence shall begin |
32 | (which shall not be earlier than the filing of the articles of incorporation with the secretary of state |
33 | as provided in this subsection); (7) any provision, not inconsistent with law, which the board of |
34 | directors elect to set forth in the articles of incorporation for the regulation of the internal affairs of |
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1 | the subsidiary public corporation; and (8) a reference to the form of authorization and approval by |
2 | the general assembly and to the resolution of the board of directors authorizing the preparation of |
3 | the articles of incorporation. Duplicate originals of the articles of incorporation shall be delivered |
4 | to the secretary of state. If the secretary of state finds that the articles of incorporation conform to |
5 | the provisions of this subsection, the secretary shall endorse on each of the duplicate originals the |
6 | word “Filed,” and the month, day and year of the filing; file one of the duplicate originals in his or |
7 | her office; and a certificate of incorporation to which the secretary shall affix the other duplicate |
8 | original. No filing fees shall be payable upon the filing of articles of incorporation. Upon the |
9 | issuance of the certificate of incorporation or upon a later date specified in the articles of |
10 | incorporation, the corporate existence shall begin and the certificate of incorporation shall be |
11 | conclusive evidence that all conditions precedent required to be performed have been complied |
12 | with and that the subsidiary public corporation has been duly and validly incorporated under the |
13 | provisions hereof. The parent corporation may transfer to any subsidiary public corporation any |
14 | moneys, real, personal, or mixed property or any project in order to carry out the purposes of this |
15 | chapter. Each subsidiary public corporation shall have all the powers, privileges, rights, immunities, |
16 | tax exemptions, and other exemptions of the parent corporation except to the extent that the articles |
17 | of incorporation of the subsidiary public corporation shall contain an express limitation and except |
18 | that the subsidiary public corporation shall not have the condemnation power contained in § 42- |
19 | 64-9, nor shall it have the powers contained in, or otherwise be subject to, the provisions of § 42- |
20 | 64-12 and § 42-64-13(a), nor shall it have the power to create, empower or otherwise establish any |
21 | corporation, subsidiary corporation, corporate body, any form of partnership, or any other separate |
22 | entity, without the express approval and authorization of the general assembly. |
23 | (c) Any subsidiary corporation shall not be subject to the provisions of § 42-64-8(a), (c), |
24 | and (d), except as otherwise provided in the articles of incorporation of the subsidiary corporation. |
25 | (d) The Rhode Island commerce corporation, as the parent corporation of the Rhode Island |
26 | Airport Corporation, shall not be liable for the debts or obligations or for any actions or inactions |
27 | of the Rhode Island Airport Corporation, unless the Rhode Island commerce corporation expressly |
28 | agrees otherwise in writing. |
29 | (e) The East Providence Waterfront District shall, with the approval of its commission and |
30 | the board of directors of the corporation, be a subsidiary of the Rhode Island commerce corporation |
31 | for the purposes of exercising such powers of the corporation as the board of directors shall |
32 | determine, and notwithstanding the requirements of subsection (b), the act creating the District shall |
33 | be deemed fully satisfactory for the purposes of this section regarding the establishment of |
34 | subsidiary public corporations, and the express approval and authorization of the general assembly |
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1 | shall be deemed to have been given for all legal purposes for the creation and lawful management |
2 | of a subsidiary corporation created for the purposes of implementing the purposes of the District. |
3 | (f) The parent corporation is hereby authorized and empowered to create a subsidiary |
4 | corporation for the expressed purpose to issue bonds and notes of the type and for those projects |
5 | and purposes specified in the Joint Resolution and Act of the general assembly adopted by the |
6 | Rhode Island house of representatives and the Rhode Island senate. |
7 | (g) The I-195 redevelopment district shall be a subsidiary of the Rhode Island commerce |
8 | corporation for the purposes of exercising such powers of the corporation as the board of directors |
9 | shall determine, and notwithstanding the requirements of subsection (b), the chapter creating the |
10 | district shall be deemed fully satisfactory for the purposes of this section regarding the |
11 | establishment of subsidiary public corporations, and the express approval and authorization of the |
12 | general assembly shall be deemed to have been given for all legal purposes for the creation and |
13 | lawful management of a subsidiary corporation created for the purposes of implementing the |
14 | purposes of the district. |
15 | (h) The Rhode Island airport corporation — appointment of directors: |
16 | The board of directors of the Rhode Island airport corporation shall consist of seven (7) |
17 | members: The board of directors shall have extensive experience in the fields of finance, business, |
18 | construction and/or organized labor. |
19 | The governor of the State of Rhode Island shall appoint, with the advice and consent of the |
20 | senate when nominated to serve, the seven (7) members of the board of directors. The mayor of |
21 | Warwick shall, within thirty (30) days of the effective date of this section, submit a list of three (3) |
22 | individuals that the governor shall give due consideration in appointing one individual from this |
23 | list. The governor shall appoint the remaining six (6) members without regard to the list provided |
24 | by the mayor of Warwick. One director shall be appointed for a term of one year; two (2) directors, |
25 | one of whom is an appointment of the governor, shall be an individual appointed after due |
26 | consideration of the list submitted by the mayor of Warwick, shall be appointed for a term of two |
27 | (2) years; three (3) directors shall be appointed for a term of three (3) years; and one director shall |
28 | be appointed for a term of four (4) years. Appointments made thereafter shall be for four (4) year |
29 | terms. |
30 | Any vacancy occurring in the board of directors shall be filled by the governor of the State |
31 | of Rhode Island with the advice and consent of the senate in the same manner prescribed for the |
32 | original appointments. |
33 | A director appointed to fill a vacancy of a director appointed by the governor of the State |
34 | of Rhode Island shall be appointed with the advice and consent of the senate for the unexpired |
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1 | portion of the term of office of the director whose vacancy is to be filled. |
2 | All members of the board of directors of the Rhode Island airport corporation shall serve |
3 | without compensation. |
4 | SECTION 2. This act shall take effect upon passage. |
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LC005800/SUB A | |
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EXPLANATION | |
BY THE LEGISLATIVE COUNCIL | |
OF | |
A N A C T | |
RELATING TO STATE AFFAIRS AND GOVERNMENT -- RHODE ISLAND COMMERCE | |
CORPORATION | |
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1 | This act would require that one of the seven (7) directors of the Rhode Island airport |
2 | corporation be appointed by the governor from a list of individuals submitted by the mayor of the |
3 | city of Warwick. |
4 | This act would take effect upon passage. |
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LC005800/SUB A | |
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