2014 -- H 7138

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LC003544

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2014

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A N   A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT -- QUASI-PUBLIC

CORPORATIONS ACCOUNTABILITY AND TRANSPARENCY ACT

     Introduced By: Representatives Ucci, Serpa, Fellela, Costantino, and Amore

     Date Introduced: January 21, 2014

     Referred To: House Corporations

     It is enacted by the General Assembly as follows:

     SECTION 1. Title 42 of the General Laws entitled "STATE AFFAIRS AND

GOVERNMENT" is hereby amended by adding thereto the following chapter:

CHAPTER 155

QUASI-PUBLIC CORPORATIONS

ACCOUNTABILITY AND TRANSPARENCY ACT

     42-155-1. Title. -- This chapter shall be known and may be cited as the "Quasi-Public

Corporations Accountability and Transparency Act."

     42-155-2. Legislative findings. -- It is hereby found that:

      (1) Quasi-public corporations are established and empowered by state law, and would

not exist but for their relationship with the state.

     (2) Quasi-public corporations perform essential government functions and/or provide

essential government services.

     (3) Many quasi-public corporations are granted the public power to collect fees and/or

generate other revenue and incur debt.

     (4) Quasi-public corporations manage significant public resources; however, the majority

are exempt from many kinds of public oversight, such as executive and legislative budgetary

review required of state agencies and departments.

     (5) It is essential that quasi-public corporations provide more, not less transparency by

making their decisions and budgets especially transparent and open to public scrutiny, and by

demonstrating a commitment to protecting the interests of Rhode Island taxpayers by achieving

the highest standards of transparent, effective and ethical operation.

     (6) Quasi-public corporations are governed by independent boards that serve a critical

oversight function, and there exists a need to strengthen the ability of board members to carry out

this oversight role.

     (7) Rhode Island citizens rely on their government to provide oversight of quasi-public

corporations, with a goal of ensuring that these state entities carry out their government missions

effectively, and exemplify a commitment to transparent, accountable and effective government.

     42-155-3. Definitions. -- As used in this chapter: (a) "quasi-public corporation" means

any body corporate and politic created or to be created pursuant to the general laws, including,

but not limited to. the following:

     (1) Capital center commission;

     (2) Rhode Island convention center authority;

     (3) Rhode Island industrial facilities corporation;

     (4) Rhode Island industrial-recreational building authority;

     (5) Rhode Island small business loan fund corporation;

     (6) Quonset development corporation;

     (7) Rhode Island airport corporation;

     (8) 1-195 redevelopment district commission;

     (9) Rhode Island health and educational building corporation;

     (10) Rhode Island housing and mortgage finance corporation;

     (11) Rhode Island higher education assistance authority;

     (12) Rhode Island student loan authority;

     (13) Narragansett bay commission;

     (14) Rhode Island clean water finance agency;

     (15) Rhode Island water resources board;

     (16) Rhode Island resource recovery corporation.

     (17) Rhode Island public rail corporation;

     (18) Rhode Island public transit authority;

     (19) Rhode Island turnpike and bridge authority;

     (20) Rhode Island tobacco settlement financing corporation: and

     (21) Any subsidiary of the Rhode Island economic development corporation.

     (b) Cities, towns, and any corporation created by a city or town pursuant to ordinance,

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and fire and water districts are not subject to the provisions of this chapter.

     42-155-4. Role and responsibilities of board members. -- (a) Board members of quasi-

public corporations shall:

     (1) Execute oversight of the corporation and the chief executive and other

management in the effective and ethical management of the corporation;

     (2) Understand, review and monitor the implementation of fundamental financial and

management controls and operational decisions of the corporations;

     (3) Adopt a code of ethics applicable to each officer, director and employee of the

corporation that, at a minimum, includes the standards established in chapter 36-14 ("Code of

Ethics");

     (4) Adopt a mission statement expressing the purpose and goals of the corporation, a

description of the stakeholders of the corporation and their reasonable expectations from the

corporation and a list of measurements by which performance of the corporation and the

achievement of its goals may be evaluated. Each corporation shall at least once every three (3)

years publish a self-evaluation based on the stated measurements;

     (5) Adopt and periodically update an indemnification policy which shall be set forth in

the bylaws of the corporation: and

     (6) Perform each of their duties as board members, including, but not limited to, those

imposed by this section, in good faith and with that degree of diligence, care and skill which an

ordinarily prudent person in like position would use under similar circumstances, and ultimately

apply independent judgment in the best interest of the quasi-public corporation, its mission and

the public.

     (b) Board members of quasi-public corporations shall establish and maintain written

policies and procedures for the following:

     (1) Internal accounting and administrative controls in accordance with the provisions of

chapter 35-20. the ("Public Corporation Financial Integrity and Accountability Act");

     (2) Travel, including lodging, meals and incidental expenses; provided however that no

reimbursement shall exceed the allowable state employee reimbursement amount per day;

     (3) Grants, charitable and civic donations and/or contributions, provided however that all

such grants, donations or contributions shall be voted by the full board during an open meeting

and the vote shall be recorded in the minutes of the meeting, together with:

     (i) The citation to the specific state statute authorizing the action;

     (ii) An explanation of how the grant, donation or contribution relates to the quasi-public

corporation's mission;

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     (iii) The identity of each board member or employee of the quasi-public corporation that

will receive any benefit from the grant, donation or contribution including without limitation

tickets to events, meals, and golf;

     (iv) Any disclosure required by chapter 36-14 ("Code of Ethics"); and

     (v) Each such grant, donation or contribution shall be clearly identified in the financial

statements of the quasi-public corporation.

     (4) Credit card use, provided, however that pursuant to § 35-20-10, no credit card shall be

used for personal use;

     (5) Employee reimbursement, including requests by management for business expenses.

and expenses classified as gifts or entertainment;

     (6) Personnel, including hiring, dismissing, promoting and compensating employees of

the quasi-public corporation; a requirement of board approval in an open meeting before a

position may be created or a vacancy filled;

     (7) Marketing expenses; and

     (8) Lobbyists' expenses.

     (c) The written policies and procedures required by this section and any additional

written policies and procedures that the board may adopt shall be approved by the board during

an open meeting and the vote shall be recorded in the minutes of the meeting.

     (d) Any board member who fails to attend more than fifty percent (50%) of all meetings

held during any calendar year shall be deemed to have resigned, unless the board member

requests in writing to the chairperson to serve the remaining term of his or her appointment,

setting forth the reason or reasons for the absences, and the majority of the board members

approve the request.

     42-155-5. Executive compensation. -- (a) Each quasi-public corporation shall establish a

committee on executive compensation which shall meet independently of management and which

shall:

     (1) Recommend to the full board the compensation packages of the executive and senior

management of the corporation. The compensation package of the executive officer shall be

based on a comprehensive and objective analysis of comparable compensation of similar officers

of state government, other authorities, quasi-public corporations, and private-sector employees

with similar functions and responsibilities. The committee may retain a consultant to assist in the

comparability study. When calculating compensation, the committee shall consider the value of

the retirement plan in the overall compensation package;

     (2) Prepare clear written job descriptions and clear written expectations of job

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performance for the executive officer and senior management;

     (3) Conduct the job performance review of the executive officer at least annually; and

     (4) Negotiate the employment contract of the executive officer which shall be approved

by the full board during an open meeting.

     42-155-6. Transparency requirements established. -- The following shall be public

record, available to the public upon request and posted directly or via direct link, on the website

of each quasi-public corporation:

     (1) Job descriptions of the executive director and management;

     (2) Employment contracts of the executive director and management;

     (3) Compensation comparability studies of the executive;

     (4) Quarterly financial statements;

     (5) Capital improvement plans;

     (6) Operating budgets;

     (7) Strategic plan;

     (8) Agendas and minutes of the open meetings of the board;

     (9) Quarterly contracting reports required by § 42-90-1;

     (10) Regulations:

     (11) Enabling legislation;

     (12) Mission statement;

     (13) Board members;

     (14) Organizational chart;

     (15) By-laws of the quasi-public corporation;

     (16) All reports and audits required by this chapter; and

     (17) Within ten (10) business days of execution, a copy of each contract for legal,

medical, accounting, engineering, or any other professional, financial, technical, or consultant

services for the quasi-public corporation, pursuant to the provisions of chapter 38-2 et seq.

(Access to Public Records Act).

42-155-7. Audit of quasi-public corporations. -- (a) Commencing January 1, 2016, and

every three (3) years thereafter, each quasi-public corporation shall be subject to a performance

audit conducted in compliance with the generally acceptable governmental auditing standards, by

the chief of the bureau of audits or a certified public accounting firm qualified in performance

audits. The chief of the bureau of audits shall establish a rotating schedule identifying the year in

which each quasi-public corporation shall be audited. The schedule shall be posted on the website

of the bureau of audits.

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     (b) If the audit is not directly performed by the chief of the bureau of audits, the selection

of the auditor and the scope of the audit shall be subject to the approval of the chief of the bureau

of audits.

     (c) The audit shall be conducted in conformance with §§ 35-7-3(b) through (d).

     (d) Each quasi-public corporation shall be responsible for all costs associated with its

own audit.

     (e) The results of the audit shall be made public upon completion and posted on the

websites of the bureau of audits and the quasi-public corporation.

     42-155-8. Outside employment. -- No employee of a quasi-public corporation may

accept outside employment which will impair his or her judgment as to duties and responsibilities

in the course of employment with the quasi-public corporation. Generally, outside employment is

barred if the private employer can benefit from the official actions of the employee of the quasi-

public corporation.

     42-155-9. Purchases. -- Notwithstanding any other provision of the general or public

laws, to the contrary, the corporation shall be considered a public agency and subject to the

provisions of chapter 37-2 (“State Purchases”).

     42-155-10. Rules and regulations and other statutes. -- When issuing rules and

regulations or any amendments to rules and regulations or when adopting by-laws or amendments

to by-laws each quasi-public corporation shall be subject to the provisions of chapter 42-35 (“The

Administrative Procedures Act”).

     42-155-11. Severability. -- If any provision of this chapter or of any rule or regulation

made under this chapter, or its application to any person or circumstance is held invalid by a court

of competent jurisdiction, the remainder of the chapter, rule, or regulation and the application of

the provision to other persons or circumstances shall not be affected by this invalidity. The

invalidity of any section or sections or parts of any section or sections shall not affect the validity

of the remainder of the chapter.

     SECTION 2. This act shall take effect on July 15, 2015.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT -- QUASI-PUBLIC

CORPORATIONS ACCOUNTABILITY AND TRANSPARENCY ACT

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     This act would impose standards of accountability and transparency on quasi-public

corporations.

     This act would take effect on July 15, 2015.

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