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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

     

     Introduced By: Senators McKenney, and LaMountain

     Date Introduced: March 22, 2024

     Referred To: Senate Judiciary

     It is enacted by the General Assembly as follows:

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     SECTION 1. Section 42-64-7.1 of the General Laws in Chapter 42-64 entitled "Rhode

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Island Commerce Corporation" is hereby amended to read as follows:

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     42-64-7.1. Subsidiaries.

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     (a)(1) The parent corporation shall have the right to exercise and perform its powers and

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functions, or any of them, through one or more subsidiary corporations whose creation shall be

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approved and authorized by the general assembly.

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     (2)(i) Express approval and authorization of the general assembly shall be deemed to have

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been given for all legal purposes on July 1, 1995 for the creation and lawful management of a

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subsidiary corporation created for the management of the Quonset Point/Davisville Industrial Park,

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that subsidiary corporation being managed by a board of directors, the members of which shall be

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constituted as follows: (A) two (2) members who shall be appointed by the town council of the

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town of North Kingstown; (B) two (2) members who shall be residents of the town of North

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Kingstown appointed by the governor; (C) four (4) members who shall be appointed by the

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governor; (D) the chairperson, who shall be: (i) the executive director of the Rhode Island economic

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development corporation until such time that the secretary of commerce is appointed; (ii) Upon the

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appointment of a secretary of commerce, the chief executive officer of the Rhode Island commerce

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corporation, who also shall be the secretary of the Rhode Island executive office of commerce; and

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(E) non-voting members, who shall include the members of the general assembly whose districts

 

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are comprised in any part by areas located within the town of North Kingstown and one non-voting

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member who shall be a resident of the town of Jamestown, appointed by the town council of the

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town of Jamestown. Upon receipt of approval and authorization from the general assembly, the

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parent corporation by resolution of the board of directors may direct any of its directors, officers,

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or employees to create subsidiary corporations pursuant to chapter 1.2 or 6 of title 7 or in the manner

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described in subsection (b); provided, that the parent corporation shall not have any power or

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authority to create, empower or otherwise establish any corporation, subsidiary corporation,

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corporate body or any form of partnership or any other separate entity, without the express approval

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and authorization of the general assembly.

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     (ii) The approval and authorization provided herein shall terminate upon the establishment

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of the Quonset Development Corporation as provided for in chapter 64.10 of this title.

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     (iii) The Quonset Development Corporation shall be deemed a subsidiary of the Rhode

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Island commerce corporation:

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     (A) As set forth in § 42-64.10-6(c); and

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     (B) Insofar as it exercises any powers and duties delegated to it by the corporation pursuant

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to this chapter for any project other than on real and personal property owned, leased or under the

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control of the corporation located in the town of North Kingstown, and the corporation shall be

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deemed to have authority to delegate any of its powers, with the exception of the power to issue

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any form of negotiable bonds or notes and the power of eminent domain, in order to accomplish

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the purposes of chapter 64.10 of this title; provided, however, that the corporation may, as provided

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for in this chapter, issue bonds or exercise the power of eminent domain on behalf of the Quonset

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Development Corporation or to undertake a project of the Quonset Development Corporation.

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     (b) As used in this section, “subsidiary public corporation” means a corporation created

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pursuant to the provisions of this section. The person or persons directed by the resolution referred

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to in subsection (a) shall prepare articles of incorporation setting forth: (1) the name of the

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subsidiary public corporation; (2) the period of duration, which may be perpetual; (3) the purpose

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or purposes for which the subsidiary public corporation is organized which shall not be more

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extensive than the purposes of the corporation set forth in § 42-64-5; (4) the number of directors

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(which may, but need not be, more than one) constituting the initial board of directors and their

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names and business or residence addresses; (5) the name and business or residence address of the

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person preparing the articles of incorporation; (6) the date when corporate existence shall begin

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(which shall not be earlier than the filing of the articles of incorporation with the secretary of state

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as provided in this subsection); (7) any provision, not inconsistent with law, which the board of

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directors elect to set forth in the articles of incorporation for the regulation of the internal affairs of

 

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the subsidiary public corporation; and (8) a reference to the form of authorization and approval by

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the general assembly and to the resolution of the board of directors authorizing the preparation of

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the articles of incorporation. Duplicate originals of the articles of incorporation shall be delivered

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to the secretary of state. If the secretary of state finds that the articles of incorporation conform to

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the provisions of this subsection, the secretary shall endorse on each of the duplicate originals the

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word “Filed,” and the month, day and year of the filing; file one of the duplicate originals in his or

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her office; and a certificate of incorporation to which the secretary shall affix the other duplicate

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original. No filing fees shall be payable upon the filing of articles of incorporation. Upon the

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issuance of the certificate of incorporation or upon a later date specified in the articles of

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incorporation, the corporate existence shall begin and the certificate of incorporation shall be

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conclusive evidence that all conditions precedent required to be performed have been complied

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with and that the subsidiary public corporation has been duly and validly incorporated under the

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provisions hereof. The parent corporation may transfer to any subsidiary public corporation any

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moneys, real, personal, or mixed property or any project in order to carry out the purposes of this

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chapter. Each subsidiary public corporation shall have all the powers, privileges, rights, immunities,

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tax exemptions, and other exemptions of the parent corporation except to the extent that the articles

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of incorporation of the subsidiary public corporation shall contain an express limitation and except

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that the subsidiary public corporation shall not have the condemnation power contained in § 42-

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64-9, nor shall it have the powers contained in, or otherwise be subject to, the provisions of § 42-

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64-12 and § 42-64-13(a), nor shall it have the power to create, empower or otherwise establish any

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corporation, subsidiary corporation, corporate body, any form of partnership, or any other separate

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entity, without the express approval and authorization of the general assembly.

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     (c) Any subsidiary corporation shall not be subject to the provisions of § 42-64-8(a), (c),

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and (d), except as otherwise provided in the articles of incorporation of the subsidiary corporation.

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     (d) The Rhode Island commerce corporation, as the parent corporation of the Rhode Island

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Airport Corporation, shall not be liable for the debts or obligations or for any actions or inactions

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of the Rhode Island Airport Corporation, unless the Rhode Island commerce corporation expressly

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agrees otherwise in writing.

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     (e) The East Providence Waterfront District shall, with the approval of its commission and

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the board of directors of the corporation, be a subsidiary of the Rhode Island commerce corporation

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for the purposes of exercising such powers of the corporation as the board of directors shall

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determine, and notwithstanding the requirements of subsection (b), the act creating the District shall

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be deemed fully satisfactory for the purposes of this section regarding the establishment of

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subsidiary public corporations, and the express approval and authorization of the general assembly

 

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shall be deemed to have been given for all legal purposes for the creation and lawful management

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of a subsidiary corporation created for the purposes of implementing the purposes of the District.

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     (f) The parent corporation is hereby authorized and empowered to create a subsidiary

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corporation for the expressed purpose to issue bonds and notes of the type and for those projects

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and purposes specified in the Joint Resolution and Act of the general assembly adopted by the

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Rhode Island house of representatives and the Rhode Island senate.

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     (g) The I-195 redevelopment district shall be a subsidiary of the Rhode Island commerce

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corporation for the purposes of exercising such powers of the corporation as the board of directors

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shall determine, and notwithstanding the requirements of subsection (b), the chapter creating the

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district shall be deemed fully satisfactory for the purposes of this section regarding the

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establishment of subsidiary public corporations, and the express approval and authorization of the

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general assembly shall be deemed to have been given for all legal purposes for the creation and

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lawful management of a subsidiary corporation created for the purposes of implementing the

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purposes of the district.

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     (h) The Rhode Island airport corporation — appointment of directors:

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     The board of directors of the Rhode Island airport corporation shall consist of seven (7)

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members: The board of directors shall have extensive experience in the fields of finance, business,

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construction and/or organized labor.

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     The governor of the State of Rhode Island shall appoint, with the advice and consent of the

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senate when nominated to serve, the seven (7) members of the board of directors. The mayor of

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Warwick shall, within thirty (30) days of the effective date of this section, submit a list of three (3)

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individuals that the governor shall give due consideration in appointing one individual from this

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list. The governor shall appoint the remaining six (6) members without regard to the list provided

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by the mayor of Warwick. One director shall be appointed for a term of one year; two (2) directors,

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one of whom is an appointment of the governor, shall be an individual appointed after due

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consideration of the list submitted by the mayor of Warwick, shall be appointed for a term of two

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(2) years; three (3) directors shall be appointed for a term of three (3) years; and one director shall

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be appointed for a term of four (4) years. Appointments made thereafter shall be for four (4) year

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terms.

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     Any vacancy occurring in the board of directors shall be filled by the governor of the State

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of Rhode Island with the advice and consent of the senate in the same manner prescribed for the

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original appointments.

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     A director appointed to fill a vacancy of a director appointed by the governor of the State

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of Rhode Island shall be appointed with the advice and consent of the senate for the unexpired

 

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portion of the term of office of the director whose vacancy is to be filled.

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     All members of the board of directors of the Rhode Island airport corporation shall serve

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without compensation.

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     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 -- RHODE ISLAND COMMERCE

CORPORATION

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     This act would require that one of the seven (7) directors of the Rhode Island airport

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corporation be appointed by the governor from a list of individuals submitted by the mayor of the

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city of Warwick.

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     This act would take effect upon passage.

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