2012 -- S 3050

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LC02733

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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 CREATE THE BRISTOL COUNTY WATER AUTHORITY AND TO

PROVIDE FOR ITS POWERS AND DUTIES

     Introduced By: Senator David E. Bates

     Date Introduced: June 06, 2012

     Referred To: Senate Housing & Municipal Government

It is enacted by the General Assembly as follows:

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     SECTION 1. Sections 6 and 7 of Chapter 246 of the January Session, 1970 Public Laws

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entitled "An act relating to create the Bristol county water authority and to provide for its powers

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and duties" as amended, are hereby further amended to read as follows:

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     “Section 6. Powers. (a) Except to the extent inconsistent with any specific provision of

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this act, the authority shall have the power:

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     (1) to sue and be sued, complain and defend, in its corporate name;

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     (2) to have a seal which may be altered at pleasure and to use the same by causing it, or a

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facsimile thereof, to be impressed or affixed or in any other manner reproduced;

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     3) to purchase, take, receive, lease or otherwise acquire, own, hold, improve, operate,

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maintain and repair, use or otherwise deal in and with, real or personal property, or any interest

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therein, wherever situated;

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     (4) to sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of,

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all or any part of its property and assets for such consideration and upon such terms and

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conditions as the authority shall determine;

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     (5) to produce, distribute and sell water within or without the territorial limits of the

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county;

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     (6) to fix rates and collect charges for the use of the facilities of, or services rendered by,

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or any commodities furnished by, the authority;

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     (7) to make such contracts and guarantees and to incur liabilities, borrow money at such

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rates of interest as the authority may determine;

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     (8) to make and execute agreements of lease, conditional sales contracts, installment sales

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contracts, loan agreements, mortgages, construction contracts, operation contracts and other

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contracts and instruments necessary or convenient in the exercise of the powers and functions of

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the authority granted by this act;

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     (9) to lend money for its purposes, invest and reinvest its funds and at its option to take

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and hold real and personal property as security for the funds so loaned or invested;

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     (10) to acquire, or contract to acquire, from any person, firm, corporation, municipality,

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the federal government or the state, or any agency of either the federal government or state by

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grant, purchase, lease, gift, condemnation or otherwise, or to obtain options for the acquisition of

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any property, real or personal, improved or unimproved, and interests in land less the fee thereof;

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and to own, hold, clear, develop, maintain, operate and rehabilitate, sell, assign, exchange,

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transfer, convey, lease, mortgage, or otherwise dispose or encumber the same for the purposes of

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carrying out the provisions and intent of this act for such consideration as the authority shall

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determine;

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     (11) to conduct its activities, carry on its operations and have offices and exercise its

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power granted by this act within or without the county or state;

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     (12) to elect or appoint officers and agents of the authority and to define their duties and

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fix their compensation, except as otherwise expressly limited herein;

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     (13) to make and alter bylaws not inconsistent with this act, for the administration and

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regulation of the affairs of the authority and such bylaws may contain provisions indemnifying

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any person who is or was a director, officer, employee or agent of the authority; or is or was

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serving at the request of the authority as a director, officer, employee or agent of another

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corporation, partnership, joint venture, trust or other enterprise in the manner and to the extent

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provided in section 7-1.1-4.1 of the Rhode Island Business Corporation Act. Bylaws shall be

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amended only by an affirmative vote of six (6) of the directors and each town shall have at least

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one representative vote affirmatively for the requirement to take effect;

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     (14) to be a promoter, partner, member, associate or manager of any partnership,

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enterprise or venture;

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     (15) to enter into cooperative agreements with cities, counties, town or water companies

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within or without the county for the interconnection of water facilities or for any other lawful

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corporate purpose necessary or desirable to effect the purposes of this act;

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     (16) to create or acquire subsidiary public corporations pursuant to section 6.1 hereof;

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     (17) to have and exercise all powers necessary or convenient to effect its purposes.

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     (b) Notwithstanding any provision herein to the contrary, prior to the authority, first

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acquiring or contracting to acquire any water supply facility, the authority shall present to the

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local governing bodies of Barrington, Bristol and Warren a plan setting forth in general terms the

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method and means by which the authority intends to accomplish the purposes set forth in section

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5 hereof, and the authority shall not thereafter first acquire any water supply facility until such

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plan shall have been approved by the local governing bodies of Barrington, Bristol and Warren.

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Nothing contained in this section (b), however, shall thereafter require the authority to secure the

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approval of the local governing bodies of Barrington, Bristol and Warren for any particular

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acquisition or disposition of any water supply facility or any part thereof, and the authority shall

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be empowered from time to time, to amend the plan previously approved and such amendment

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shall be effective upon delivery of written notice thereof to the town clerks of each of Barrington,

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Bristol and Warren.”

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     “Section 7. DIRECTORS, OFFICERS AND EMPLOYEES.

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     (a) The powers of the authority shall be vested in a board of directors which shall consist

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of nine members, three members each to be appointed by the local governing bodies respectively

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of Barrington, Bristol and Warren, no more than two of such appointees from each of Barrington,

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Bristol and Warren to be from the same political party. The members of the board of directors

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first appointed from Barrington, Bristol and Warren shall serve for terms of one, two and three

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years respectively and thereafter until their successors are chosen and shall have qualified. Not

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earlier than, sixty (60) days prior to the expiration of any terms of the members of the board of

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directors, the local governing bodies of Barrington, Bristol and Warren shall each appoint one

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member to serve for a term of three years from the expiration of the term, and thereafter, until

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such appointee’s successor is chosen and shall have qualified. In the event of a vacancy occurring

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in the board of directors by reason of death, resignation or removal of a member, the local

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governing body of the municipality who appointed such a member shall appoint a new member to

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serve for the unexpired term, and thereafter until his successor is chosen and shall have qualified.

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     (b) The directors shall each receive compensation of thirty-five (35) dollars for each

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meeting attended, but not more than one thousand (1,000) dollars in any one calendar year,

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provided that the chairman of the board of directors shall receive fifty (50) dollars per meeting

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but not more than one thousand five hundred (1,500) dollars in any calendar year. Each director

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shall be reimbursed for his reasonable expenses incurred in carrying out his duties as director. A

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director may engage in private employment or a profession or business.

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     (c) There shall be a chairman of the board of directors who shall be selected to serve at

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the pleasure of the board of directors by a vote of not less than six members thereof The chairman

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shall designate a vice chairman who shall serve at the pleasure of the chairman, but such vice

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chairman shall reside in a municipality other than the municipality in which the chairman resides.

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Except as otherwise provided herein, five (5) directors shall constitute a quorum and any action to

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be taken by the Authority under the provisions of this Act may be authorized by a resolution

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approved by not less than five (5) of the directors at any regular or special meeting at which a

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quorum is present. A vacancy in the membership of the board of directors shall not impair the

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right of a quorum to exercise all rights and to perform all duties of the authority.

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     (d) Notwithstanding the provisions of the foregoing subparagraph (c), the following

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actions may be authorized only by an affirmative vote of not less than seven (7) directors:

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     (1) Selection, appointment, setting the salary and termination, of the chief executive

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officer of the authority, who shall have the title of executive director.

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     (2) The sale of all, or substantially all, of the real and personal property of the authority.

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     (3) The exercise of the power of eminent domain conferred upon the authority.

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     (4) Applications for, or the setting of, rates for the authority’s products and services.

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     (5) The issuance of bonds, notes, or the borrowing of amounts in excess of, or the entry

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into, any one or more series of contracts calling for the expenditure of $500, 000 or more.

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     (6) The adoption of an annual budget.

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     (e) In addition to an executive director, the board of directors shall appoint a secretary

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and such additional officers, staff members and employees as it shall deem appropriate and shall

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determine the amount of reasonable compensation, if any, each shall receive. The board of

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directors may vest in the executive director and his subordinates the authority to appoint

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additional staff members, and to determine the amount of compensation such individual shall

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receive.

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     (f) No full-time employee of the authority shall, during the period of his employment by

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the authority, engage in any other private employment, profession or business, except with the

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approval of the board of directors. No person shall be appointed executive director, if within one

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year prior to the effective date of such appointment such person shall have been a member of the

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authority’s board of directors, or of a local governing body, or the chief administrative officer, of

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Barrington, Bristol or Warren.

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     (g) If any director, officer or employee of the authority shall be interested, directly or

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indirectly, ox shall be a director, officer or employee of, or have ownership interest (other than as

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the owner of less than one percent of the shares of a publicly held corporation) in any firm,

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person or corporation interested, directly or indirectly, in any contract with the authority, such

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interest shall be disclosed to the authority and set forth in the minutes of the authority, and the

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director, officer or employee having such interest shall not participate on behalf of the authority

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in the authorization of any such contract. Interested directors may be counted in determining the

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presence of a quorum at the meeting of the board of directors of the authority which authorizes

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the contract or transaction.

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     (h) Any action taken by the authority under the provisions of this act may be authorized

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by a vote at any regular or special meeting, and each such vote shall take effect immediately. All

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actions taken by the board of directors must be in compliance with the Rhode Island General

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Laws Access to Public Records Act (RIGL 38-2-1-1 et. seq. as may be amended from time to

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time) and the Open Meetings Act (RIGL 42-46-1 et. seq. as may be amended from time to time).

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The board of directors may designate from among its members an executive committee, and one

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or more other committees, each of which to the extent authorized by the board of directors shall

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have and exercise all authority of the board of directors, except no such committee shall have the

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authority of the board of directors in the reference to the matters set forth in subsection (d) of this

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section, or amending the by-laws of the authority.

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     (i) Any action required by this act to be taken at a meeting of the board of directors, or

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any action to be taken at a meeting of the board of directors, or a committee thereof, may be taken

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without a meeting if a consent in writing setting forth the action to be taken shall be signed before

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or after such action by all of the directors or all of the members of the committee, as the case may

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be.

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     (j) Employees of the authority shall not, by reason of such employment, be deemed to be

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employees of the state nor any municipality for any purpose, any provision of the General Laws

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to the contrary notwithstanding.”

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     SECTION 2. This act shall take effect upon passage.

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LC02733

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CREATE THE BRISTOL COUNTY WATER AUTHORITY AND TO

PROVIDE FOR ITS POWERS AND DUTIES

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     The act would amend certain provisions of the public laws relative to the Bristol County

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Water Authority relative to powers, directors, officers and employees.

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     This act would take effect upon passage.

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LC02733

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