Title 23
Health and Safety

Chapter 99
The Rhode Island Life Science Hub Act

§ 23-99-4. Rhode Island life science hub established.

(a) There is hereby constituted as an independent public a public corporation for the purposes set forth in this chapter with a separate legal existence from the state to be known as the Rhode Island life science hub hereinafter to be referred to as the “hub”. The exercise by the hub of the powers conferred by this chapter shall be considered to be the performance of an essential governmental function and the hub shall be considered a “constituted authority” and an “instrumentality” of the state acting on behalf of the state for federal tax purposes.

(b) The hub shall be governed and its corporate powers exercised by a board of directors consisting of sixteen (16) directors: fifteen (15) of whom shall be appointed by the governor, and one of whom shall be the person the board hires from time to time as president and chief executive officer of the hub. The president and chief executive officer of the hub shall serve ex officio and, except as otherwise provided in subsection (k) of this section, shall not be a voting member of the board of directors. The fifteen (15) directors appointed by the governor shall consist of seven (7) public directors and eight (8) institutional directors. The seven (7) public directors shall have the following qualifications: one shall be a senior executive with extensive background in the banking, grant making, or fundraising fields, or their designee; one shall be a member of a life science trade association, or their designee; one shall be the president or a senior executive of a Rhode Island based life science company, or their designee; two (2) shall be senior executives of Rhode Island based life science companies specializing in biomanufacturing, or their designees; one shall be a representative of organized labor, or their designee; and one shall be a member of the public who shall be a certified public accountant and a member of the Rhode Island society of certified public accountants, or their designee. The eight (8) institutional directors shall have the following qualifications: one shall be the secretary of commerce, ex officio; three (3) shall be the president of Rhode Island college, ex officio, or their designee, the president of the university of Rhode Island, ex officio, or their designee, and the president of Brown university, ex officio, or their designee; one shall be the dean of the Warren Alpert Medical School of Brown university, ex officio, or their designee; one shall be the president and chief executive officer of Brown university health, ex officio, or their designee; one shall be the president and chief executive officer of Care New England Health System, ex officio, or their designee; and one shall be the director of economic development for the city of Providence, ex officio, or their designee. To the extent that an institution takes on a new legal name, the institutional director shall continue to serve as an institutional director without the need for reappointment. To the extent that an institution merges, converts, consolidates with, or sells or transfers all or substantially all of its assets to another company and such company retains its primary operations in the state, the chief executive officer of such company shall be qualified for appointment as an institutional director in accordance with this section.

(c) The chair of the board shall be appointed by the governor, with the advice and consent of the senate, and shall be an individual who served in the capacity as a senior executive with extensive background in the banking, grant making, or fundraising fields. The vice-chair of the board shall be the secretary of commerce. All directors, including ex officio directors, shall be voting members of the board of directors, except for the director serving as president and chief executive officer of the hub, who shall not be a voting member of the board. Eight (8) voting directors shall constitute a quorum, and any action to be taken by the board under the provisions of this chapter may be authorized by resolution approved by a majority of the directors present and entitled to vote at any regular or special meeting at which a quorum is present. No votes on the certification of any life science company nor on the allocation or award of any investment fund resources to any certified life science company shall be taken unless the chair is present and voting. A vacancy in the membership of the board of directors shall not impair the right of a quorum to exercise all of the rights and perform all of the duties of the board. Pursuant to § 42-46-5(b)(6), board directors are authorized to participate remotely using videoconferencing technology in open public meetings of the board; provided, however, that:

(1) The remote director(s) and all persons present at the meeting location are clearly audible and visible to each other;

(2) A quorum of the body is participating, either in person or by the use of remote videoconferencing technology;

(3) A voting director who participates in a meeting of the board remotely shall be considered present for purposes of a quorum and voting;

(4) If videoconferencing is used to conduct a meeting, the public notice for the meeting shall inform the public that videoconferencing will be used and include instructions on how the public can access the virtual meeting; and

(5) The board shall adopt rules defining the requirements of remote participation including its use for executive session, and the conditions by which a director is authorized to participate remotely.

(d) Each public director shall serve an initial term of four (4) years. At the expiration of the initial terms of public directors in January 2028, the governor shall appoint two (2) directors for a term of four (4) years, two (2) directors for a term of three (3) years, two (2) directors for a term of two (2) years, and one director for a term of one year. Thereafter, the governor shall appoint a new public director or directors to succeed the public director or directors whose terms then next expire, to serve a term of four (4) years. The president and chief executive officer shall have a board term coextensive with such person’s employment contract with the hub. In the event that the chair of the board position becomes vacant for any reason, or the chair is not able to perform the duties of that position for any reason, the vice chair shall serve as the interim chair until the chair is able to resume the chair’s duties; provided, however, in the event that the chair is not able to resume the chair’s duties in that position, the governor shall appoint a new chair and, in making this appointment, the governor shall give due consideration to appointing an individual from a list of six (6) candidates, three (3) of whom shall be provided to the governor by the speaker of the house and three (3) of whom shall be provided to the governor by the president of the senate. Any person appointed to fill a vacancy in the office of a public director of the board shall be appointed in a like manner and shall serve for the unexpired term of such public director. Any director shall be eligible for reappointment.

(e) The public director who is a certified public accountant and a member of the Rhode Island society of certified public accountants shall serve as treasurer and shall be charged with keeping the funds, books of account, and accounting records of the hub. No grants, loans or other financings, or incentives shall be issued by the hub to any certified life science company without the approval of the board. The board shall annually elect a secretary who shall keep a record of the proceedings of the board and shall be custodian of all books, documents, and papers.

(f) Board directors, other than the director who serves as the president and chief executive officer of the hub, shall serve without compensation, but each director shall be entitled to reimbursement for actual, reasonable, and necessary expenses while engaged in the performance of official duties. Board directors, officers, and employees shall not be liable to the state, the hub, or to any other person as a result of their activities except for malfeasance in office or intentional violations of law.

(g) The board shall establish an application review committee consisting of not less than three (3) directors of the board, which shall review certification proposals submitted by life sciences companies that shall be supported by independently verifiable information, and the board shall make a record of findings based on the certification proposal, documents submitted therewith, and any additional evidence that the life science company meets all criteria that the hub may prescribe.

(h) Certified life science companies shall be eligible to receive funding from the hub, upon a majority vote of the board, for the following benefits which shall be awarded by the board on a competitive basis:

(1) Grants, loans, or other investments;

(2) Assistance from the hub in obtaining federal, state, and nonprofit monies; or

(3) Assistance from the hub in facilitating clinical trials.

(i) Notwithstanding any other provisions of law in relation to their tenure of office, the governor may remove any director, including institutional directors, for the neglect of any duty required by law, incompetence, unprofessional conduct, or willful misconduct. If an institutional director is so removed, such institutional director’s designee shall serve on the board in their place for the remainder of their term.

(j) Each director shall make full disclosure, in accordance with §§ 36-14-1 — 36-14-7, of any financial interest, if any, in any matter before the board. Such interest must be disclosed in advance to the directors of the board, recorded in the minutes of the board, and the director having such an interest shall recuse themselves and shall not participate in any decision of the board relating to such interest.

(k) With the advice and consent of the senate, the board shall have the power to hire a president, who shall also serve as the chief executive officer of the hub and who shall be a non-voting member of the board of directors, but who shall be entitled to vote as a member of any advisory committee to which the president/chief executive officer is appointed. The board also shall have the power to establish compensation and conditions of employment for the president and chief executive officer; provided, further, the board shall have the power to hire other employees and establish compensation and conditions of employment for such employees.

(l) The commerce corporation shall provide operating quarters for the hub for, at a minimum, the first year of the hub’s operation.

(m) In addition to the application review committee, the board may establish one or more advisory committees, each consisting of not less than three (3) and not more than seven (7) directors, which may also include persons who are not directors, which committees shall support the board on science, technology, and other matters. Such advisory committees shall keep records of their findings and recommendations.

(n) The hub shall continue as long as it shall have bonds outstanding and until its existence is terminated by law. Upon the termination of the existence of the hub, all right, title, and interest in and to all of its assets and all of its obligations, duties, covenants, agreements, and obligations shall vest in and be possessed, performed, and assumed by the state and no part of the earnings of the hub shall inure to the benefit of any private person.