2012 -- S 2157

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LC00365

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

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A N A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT - ADVICE AND CONSENT OF

THE SENATE

     Introduced By: Senators Tassoni, Doyle, DiPalma, Cote, and Nesselbush

     Date Introduced: January 18, 2012

     Referred To: Senate Judiciary

It is enacted by the General Assembly as follows:

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     SECTION 1. Section 24-12-2 of the General Laws in Chapter 24-12 entitled "Rhode

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Island Turnpike and Bridge Authority" is hereby amended to read as follows:

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     24-12-2. Authority created -- Composition. -- There is hereby created a body corporate

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and politic to be known as the "Rhode Island turnpike and bridge authority." The authority shall

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consist of five (5) members, including the director of transportation, who shall be a member ex

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officio, and four (4) members appointed by the governor. Each gubernatorial appointee shall be

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subject to the advice and consent of the senate.

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     SECTION 2. Section 42-64-7.1 of the General Laws in Chapter 42-64 entitled "Rhode

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

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     42-64-7.1. Subsidiaries. -- (a) (1) The parent corporation shall have the right to exercise

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and perform its powers and functions, or any of them, through one or more subsidiary

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corporations whose creation shall be 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

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

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

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

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

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

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North 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 the executive director of the Rhode Island economic

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development corporation; and (E) non-voting members, who shall include the members of the

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general assembly whose districts are comprised in any part by areas located within the town of

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North Kingstown and one non-voting member who shall be a resident of the town of Jamestown,

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appointed by the town council of the town of Jamestown. Upon receipt of approval and

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authorization from the general assembly, the parent corporation by resolution of the board of

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directors may direct any of its directors, officers, or employees to create subsidiary corporations

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pursuant to chapter 1.2 or 6 of title 7 or in the manner described in subsection (b); provided, that

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the parent corporation shall not have any power or authority to create, empower or otherwise

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establish any corporation, subsidiary corporation, corporate body or any form of partnership or

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

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

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

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title.

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

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Island economic development corporation:

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      (A) As set forth in section 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

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

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under the control of the corporation located in the town of North Kingstown, and the corporation

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

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

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

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may, as provided for in this chapter, issue bonds or exercise the power of eminent domain on

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

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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

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

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

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

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

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

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

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address of the person preparing the articles of incorporation; (6) the date when corporate

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existence shall begin (which shall not be earlier than the filing of the articles of incorporation

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with the secretary of state as provided in this subsection); (7) any provision, not inconsistent with

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law, which the board of directors elect to set forth in the articles of incorporation for the

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regulation of the internal affairs of the subsidiary public corporation; and (8) a reference to the

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form of authorization and approval by the general assembly and to the resolution of the board of

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directors authorizing the preparation of the articles of incorporation. Duplicate originals of the

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articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds

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that the articles of incorporation conform to the provisions of this subsection, the secretary shall

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endorse on each of the duplicate originals the word "Filed," and the month, day and year of the

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filing; file one of the duplicate originals in his or her office; and a certificate of incorporation to

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which the secretary shall affix the other duplicate original. No filing fees shall be payable upon

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the filing of articles of incorporation. Upon the issuance of the certificate of incorporation or upon

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a later date specified in the articles of incorporation, the corporate existence shall begin and the

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certificate of incorporation shall be conclusive evidence that all conditions precedent required to

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be performed have been complied with and that the subsidiary public corporation has been duly

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and validly incorporated under the provisions hereof. The parent corporation may transfer to any

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subsidiary public corporation any moneys, real, personal, or mixed property or any project in

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order to carry out the purposes of this chapter. Each subsidiary public corporation shall have all

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the powers, privileges, rights, immunities, tax exemptions, and other exemptions of the parent

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corporation except to the extent that the articles of incorporation of the subsidiary public

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corporation shall contain an express limitation and except that the subsidiary public corporation

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shall not have the condemnation power contained in section 42-64-9, nor shall it have the powers

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contained in, or otherwise be subject to, the provisions of section 42-64-12 and section 42-64-

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13(a), nor shall it have the power to create, empower or otherwise establish any corporation,

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

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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 section 42-64-

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8(a), (c), and (d), except as otherwise provided in the articles of incorporation of the subsidiary

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corporation.

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

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the Rhode Island Airport Corporation, shall not be liable for the debts or obligations or for any

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actions or inactions of the Rhode Island Airport Corporation, unless the Rhode Island economic

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development corporation expressly agrees otherwise in writing.

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

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and the board of directors of the corporation, be a subsidiary of the Rhode Island economic

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development corporation for the purposes of exercising such powers of the corporation as the

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board of directors shall determine, and notwithstanding the requirements of subsection (b), the act

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

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

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

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and 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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      (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 economic

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development corporation for the purposes of exercising such powers of the corporation as the

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board of directors shall determine, and notwithstanding the requirements of subsection (b), the

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

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

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authorization of the general assembly shall be deemed to have been given for all legal purposes

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for the creation and lawful management of a subsidiary corporation created for the purposes of

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implementing the 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,

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business, 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

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

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shall be appointed for a term of one year; two (2) directors 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

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State of Rhode Island in the same manner prescribed for the 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 for the unexpired portion of the term of office of the director

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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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     (i) All gubernatorial appointees to any subsidiary corporation created pursuant to this

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section shall be subject to the advice and consent of the senate.

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     SECTION 3. Section 45-37.1-4 of the General Laws in Chapter 45-37.1 entitled

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"Industrial Facilities Corporation" is hereby amended to read as follows:

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     45-37.1-4. Rhode Island industrial facilities corporation constituted public body

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corporate and agency of the state. -- (a) The Rhode Island industrial facilities corporation,

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previously created as a nonbusiness corporation, under and pursuant to chapter 6 of title 7, as

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amended by chapter 121 of the Public Laws of 1966, is constituted and established as a public

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body corporate and agency of the state for the purposes of acquiring, constructing, financing, and

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leasing projects, as defined in this chapter, within the state. The exercise by the corporation of the

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powers conferred by this chapter are deemed and held to be the performance of an essential

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governmental function.

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      (b) All of the powers of the corporation are vested in the board of directors of the

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corporation previously elected at the first meeting of the incorporators of the Rhode Island

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industrial facilities corporation, and the members of the board shall continue to serve for the

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duration of the terms for which they were originally elected. Successors to the members of the

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board of directors shall be appointed by the governor, as follows: prior to the month of June in

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each year, commencing in the year 1967, the governor shall appoint a member to serve on the

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board of directors for a term of five (5) years to succeed the member whose term will expire in

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June of that year. In the event of a vacancy occurring in the membership of the board of directors,

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the governor shall appoint a new member of the board of directors for the unexpired term. Any

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member of the board of directors shall be eligible for reappointment. Each gubernatorial

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appointee shall be subject to the advice and consent of the senate.

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      (c) Each member of the board of directors, before entering upon his or her duties, shall

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take an oath to administer the duties of his or her office faithfully and impartially, and the oath

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shall be filed in the office of the secretary of state.

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      (d) The board of directors may elect officers, who need not be members of the board, as

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may be required to conduct the authority's business. The director of the department of economic

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development shall serve as executive director and chief executive officer, ex officio, of the

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corporation. Three (3) members of the board of directors of the corporation constitutes a quorum,

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and the vote of three (3) members of the board of directors is necessary for any action taken by

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the corporation. No vacancy in the membership of the board of directors of the corporation shall

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impair the right of a quorum to exercise all the powers and perform the duties of the corporation.

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      (e) Any action taken by the corporation under the provisions of this chapter may be

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authorized by resolution at any regular or special meeting, and each resolution takes effect

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immediately and need not be published or posted.

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      (f) The members of the board of directors and the officers of the corporation shall

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receive no compensation for the performance of their duties under this chapter, but each member

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or officer shall be paid his or her necessary expenses incurred while in the performance of those

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duties.

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     SECTION 4. Section 45-38.1-4 of the General Laws in Chapter 45-38.1 entitled "Health

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And Educational Building Corporation" is hereby amended to read as follows:

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     45-38.1-4. Corporation established. -- (a) There is hereby created a public body

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corporate and agency of the state to be known as the "Rhode Island health and educational

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building corporation" as successor to the Rhode Island educational building corporation,

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previously created as a nonbusiness corporation under and pursuant to chapter 6 of title 7, as

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amended by chapter 121 of the Public Laws of 1966, and constituted and established as a public

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body corporate and agency of the state for the exercising of the powers conferred on the

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corporation under and pursuant to sections 45-38.1-1 -- 45-38.1-24.

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      (b) All of the powers of the corporation are vested in the board of directors of the

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corporation elected at the first meeting of the incorporators of the Rhode Island educational

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building corporation, and the members of the board shall continue to serve for the duration of the

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terms for which they were originally elected. Successors to the members of the board of directors

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shall be appointed by the governor, as follows: prior to the month of June in each year,

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commencing in the year 1968, the governor shall appoint a member to serve on the board of

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directors for a term of five (5) years to succeed the member whose term will expire in June of that

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year. In the event of a vacancy occurring in the membership of the board of directors, the

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governor shall appoint a new member of the board of directors for the unexpired term. Any

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member of the board of directors is eligible for reappointment. Each gubernatorial appointee shall

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be subject to the advice and consent of the senate.

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      (c) Each member of the board of directors, before entering upon his or her duties, shall

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take an oath to administer the duties of his or her office faithfully and impartially, and the oath

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shall be filed in the office of the secretary of state.

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      (d) The board of directors shall elect two (2) of its members as chairperson and vice

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chairperson, and also elect a secretary, assistant secretary, treasurer, and assistant treasurer, who

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need not be members of the board. Three (3) members of the board of directors of the corporation

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shall constitute a quorum, and the affirmative vote of the majority of the directors present and

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entitled to vote at any regular or special meeting at which a quorum is present, is necessary for

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any action to be taken by the corporation; except, however, that the affirmative vote of three (3)

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members of the board of directors is necessary for the election of officers of the corporation and

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to amend the bylaws of the corporation. No vacancy in the membership of the board of directors

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of the corporation impairs the right of a quorum to exercise all the powers of and perform the

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duties of the corporation.

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      (e) Any action taken by the corporation under the provisions of this chapter may be

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authorized by resolution at any regular or special meeting, and each resolution takes effect

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immediately and need not be published or posted.

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      (f) The members of the board of directors shall receive compensation at the rate of fifty

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dollars ($50.00) per meeting attended; however, the compensation shall not exceed one thousand

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five hundred dollars ($1,500) per fiscal year per member.

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      (g) Notwithstanding any other law to the contrary, it shall not be or constitute a conflict

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of interest for a trustee, director, officer, or employee of an institution for higher education or a

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health care provider to serve as a member of the board of directors of the corporation; provided,

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that the trustee, director, officer, or employee abstains from deliberation, action and vote by the

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board under this chapter in specific respect to the institution for higher education or the health

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care provider of which the member is a trustee, director, officer, or employee.

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     SECTION 5. This act shall take effect upon passage.

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LC00365

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT - ADVICE AND CONSENT OF

THE SENATE

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     This act would provide that gubernatorial appointees to certain quasi-public corporations

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be subject to the advice and consent of the senate.

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     This act would take effect upon passage.

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LC00365

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