CHAPTER 27


97-H 6084 am
Approved Jun. 16, 1997


AN ACT RELATING TO STATE AFFAIRS AND GOVERNMENT -- ECONOMIC DEVELOPMENT CORPORATION

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 "Economic Development Corporation" is hereby amended to read as follows:

42-64-7.1. Subsidiaries. -- (a) 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.

Express approval and authorization of the general assembly shall be deemed to have been given for all legal purposes upon the effective date of this act for the creation and lawful management of a subsidiary corporation created for the management of the Quonset Point/Davisville Industrial Park, such subsidiary corporation being managed by a board of directors, the members of which shall be constituted as follows (i) two (2) members who shall be appointed by the town council of the town of North Kingstown; (ii) two (2) members who shall be residents of the town of North Kingstown appointed by the governor; (iii) four (4) members who shall be appointed by the governor; (iv) the chairperson, who shall be the executive director of the economic development corporation; and (v) non-voting members who shall be the members of the general assembly whose districts are comprised in any part by areas located within the town of North {DELProvidenceDEL} {ADDKingstownADD}.

Upon receipt of such approval and 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 chapters 1.1 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.

(b) As used herein, "subsidiary public corporation" means a corporation created pursuant to the provisions hereof. The person or persons directed by the resolution hereinbefore referred to in subsection (a) shall prepare articles of incorporation setting forth: (i) the name of the subsidiary public corporation; (ii) the period of duration, which may be perpetual; (iii) 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; (iv) 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; (v) the name and business or residence address of the person preparing the articles of incorporation; (vi) 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 hereinafter provided); (vii) 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 (viii) 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 duplicate originals the word "Filed," and the month, day and year of the filing thereof; 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 so created 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 thereof 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.

{ADD (d) The corporation, as the parent corporation of 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 corporation expressly agrees otherwise in writing. ADD}

SECTION 2. This act shall take effect upon passage.



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