2014 -- S 2011

========

LC003443

========

     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2014

____________

A N   A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT - RHODE ISLAND ECONOMIC

DEVELOPMENT CORPORATION

     Introduced By: Senators Sheehan, Picard, Miller, Lynch, and Algiere

     Date Introduced: January 09, 2014

     Referred To: Senate Commerce

     It is enacted by the General Assembly as follows:

     SECTION 1. Sections 42-64-1.1, 42-64-7.5 and 42-64-8 of the General Laws in Chapter

42-64 entitled "Rhode Island Commerce Corporation" are hereby amended to read as follows:

     42-64-1.1. Change of name. [Effective January 1, 2014.] -- (a) The corporation known

as the “Rhode Island Economic Development Corporation” shall now be known as the “Rhode

Island Commerce Corporation.” Whenever in any general law, or public law, rule, regulation

and/or bylaw, reference is made to the "department of economic development" or the "Rhode

Island port authority and economic development corporation", or the "Rhode Island economic

development corporation", the reference shall be deemed to refer to and mean the "Rhode Island

commerce corporation," which may also be referred to as the "commerce corporation."

      (b) Whenever in any general or public law, reference is made to the "director of the

department of economic development" or the "executive director of the Rhode Island port

authority and economic development corporation", the reference shall be deemed to refer to and

mean the "executive director of the Rhode Island economic development corporation". Upon the

appointment of a secretary of commerce; whenever in any general or public law, reference is

made to the "director of the department of economic development" or the "executive director of

the Rhode Island port authority and economic development corporation," of the executive director

of the Rhode Island economic development corporation," the reference shall be deemed to refer to

and mean the chief executive officer of the Rhode Island commerce corporation, who shall also

be the secretary of the Rhode Island executive office of commerce.

      (c) Whenever in any general or public law, reference is made to the "economic

development council", the reference shall be deemed to refer to and mean the "board of directors

of the Rhode Island commerce corporation".

      (d) Nothing in this act shall be construed to change or modify the corporate existence of

the former Rhode Island economic development corporation, which shall now be known as the

“Rhode Island commerce corporation,” or to change or modify any contracts or agreements of

any kind by, for, between, or to which the economic development corporation is a party or to

effect in any way the property or assets of the Rhode Island economic development corporation.

The commerce corporation is the successor in interest to the Rhode Island economic development

corporation and the secretary of state shall change the name of the corporation on the articles of

incorporation on file with the secretary of state from the Rhode Island economic development

corporation to the Rhode Island commerce corporation effective as of January 1, 2014. All said

contracts and agreements of whatsoever kind are hereby assigned, transferred to, and assumed by

the Rhode Island Commerce Corporation.

     42-64-7.5. Transfer of functions from the economic development corporation.

[Effective January 1, 2014.] Acceptance of federal grants-- (a) Effective January 1, 2014, all

functions formerly administered by the Rhode Island economic development corporation are

hereby transferred to the Rhode Island commerce corporation. Also effective January 1, 2014, the

commerce corporation shall assume all rights, duties, liabilities, and obligations of the former

economic development corporation, and the commerce corporation shall be considered to be the

successor-in-interest to the economic development corporation.

      (b) In addition to any of its other powers and responsibilities, the Rhode Island

commerce corporation is authorized and empowered to accept any grants made available by the

United States government or any agency of the United States government, and the corporation,

with the approval of the governor, is authorized and empowered to perform any acts and enter

into all necessary contracts and agreements with the United States or any agency of the United

States as may be necessary in any manner and degree that shall be deemed to be in the best

interests of the state. The proceeds of any grants received shall be paid to the general treasurer of

the state and deposited in a separate fund to be used solely for the purposes of the grant or grants.

     42-64-8. Directors, officers, and employees. [Effective January 1, 2014.] -- (a) The

powers of the Rhode Island commerce corporation shall be vested in a board of directors

consisting of thirteen (13) members.

      (1) The governor shall serve as a member of the board and as chairperson, ex-officio,

LC003443 - Page 2 of 9

who shall vote only in the event of a tie.

      (2) In addition to the governor, the membership of the board shall consist of twelve (12)

public members to be appointed by the governor.

      (3) Each gubernatorial appointee shall be subject to the advice and consent of the senate

and no one shall be eligible for appointment unless he or she is a resident of this state. The

membership of the board shall reflect the geographic diversity of the state. Four (4) of the public

members shall be owners or principals of small businesses doing business in this state which are

independently owned and operated and which employs one hundred (100) or fewer persons. One

other of the public members shall be a representative of organized labor. One other of the public

members shall be a representative of higher education. One other of the public members shall be

a representative from the governor's work force board. One other of the public members shall be a

representative of a minority business. One other of the public members shall be appointed on an

interim basis by the governor when a project plan of the corporation situated on federal land is

disapproved by the governing body of a municipality in accordance with section § 42-64-

13(a)(4). The member shall be the mayor of the municipality within whose borders all or a

majority of the project plan is to be carried out, or in a municipality, which has no mayor, the

member shall be the president of the town or city council. The appointed interim member shall

have all the powers of other members of the board only in its deliberations and action on the

disapproval of the project plan situated on federal land and within the borders of his or her

municipality. Upon final action by the board pursuant to section § 42-64-13(a)(5), the interim

member's term of appointment shall automatically terminate.

      (4) It shall be the responsibility of the corporation to conduct a training course for newly

appointed and qualified members and new designees of ex-officio members within six (6) months

of their qualification or designation. The course shall be developed by the executive director of

the corporation or his or her designee, be approved by the board, and conducted by the executive

director or his or her designee. The board may approve the use of any board or staff members or

other individuals to assist with training. The training course shall include instruction in the

following areas: the provisions of the entirety of chapter 64 of this title and of chapters 46 of this

title, 14 of title 36, and 2 of title 38 of the Rhode Island general laws; and the board's rules and

regulations. The director of the department of administration shall, within ninety (90) days of July

15, 2005, prepare and disseminate materials relating to the provisions of chapters 46 of this title,

14 of title 36, and 2 of title 38.

      (5) Members of the board shall be removable by the governor, pursuant to the provisions

of section § 36-1-7 and for cause only, and removal solely for partisan or personal reasons

LC003443 - Page 3 of 9

unrelated to capacity or fitness for the office shall be unlawful.

      (6) The five (5) current members of the board of directors who were duly appointed and

who have unexpired terms shall continue as directors of the corporation until February 1, 2010,

and thereafter until their successors are appointed and qualified. Upon passage of this act, the

governor shall appoint seven (7) members to the board, with The terms for the members of the

board of directors were established by the appointment of twelve (12) directors in 2010 with the

directors' initial terms expiring as follows: three (3) members shall have terms expiring on

February 1, 2011; three (3) members shall have terms expiring on February 1, 2012; and one

member three (3) members shall have a term terms expiring on February 1, 2013; . In January

2010, the governor shall appoint five (5) members to the board with terms expiring as follows:

two (2) members shall have terms expiring on February 1, 2013 and three (3) members shall have

terms expiring on February 1, 2014. Beginning in 2011 and annually thereafter, during the month

of January, the governor shall appoint a member or members to succeed the member or members

whose terms will then next expire to serve for a term of four (4) years commencing on the first

day of February and then next following, and thereafter until the successors are appointed and

qualified. Beginning in 2011 and annually thereafter the governor shall appoint owners or

principals of small businesses doing business in this state which that are independently owned

and operated, and which that employs one hundred (100) or fewer persons. The members of the

board shall be eligible to succeed themselves, but only upon reappointment and with senate

advice and consent. The current members of the board of directors of the Rhode Island economic

development corporation who were duly appointed and who have unexpired terms shall be

considered as directors of the corporation until their terms expire, and thereafter until their

successors are appointed and qualified.

      (7) In the event of a vacancy occurring in the office of a member by death, resignation or

otherwise, that vacancy shall be filled in the same manner as an original appointment, but only for

the remainder of the term of the former member.

      (b) The directors shall receive no compensation for the performance of their duties under

this chapter, but each director shall be reimbursed for his or her reasonable expenses incurred in

carrying out those duties. A director may engage in private employment, or in a profession or

business.

      (c) The chairperson shall designate a vice chairperson from among the members of the

board who shall serve at the pleasure of the chairperson. A majority of directors holding office

shall constitute a quorum, and, except as otherwise provided in section § 42-64-13, any action to

be taken by the corporation under the provisions of this chapter may be authorized by resolution

LC003443 - Page 4 of 9

approved by a majority of the directors present and entitled to vote at any regular or special

meeting at which a quorum is present. 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 corporation.

      (d) The chief executive officer of the corporation shall be executive director of the

corporation until such time that the secretary of commerce is appointed. Upon the appointment of

a secretary of commerce, the secretary of commerce shall be the commerce corporation's chief

executive officer and responsible for the management of the corporation. There shall be a chief

operating officer (COO) of the corporation and he/she shall be appointed by the secretary of

commerce. The COO shall be the chief administrative officer of the corporation and responsible

for the day-to-day management of the corporation. The COO shall be a professional in the area of

economic development,; management of economic development corporations,; and shall hold the

requisite experience and education as established by the secretary and board.

      (e) The board of directors shall appoint a secretary and such additional officers and staff

members as they shall deem appropriate and shall determine the amount of reasonable

compensation, if any, each shall receive. The board of directors may vest in the executive

director, or the director's subordinates, and, upon the appointment of a secretary of commerce, the

chief operating officer or the chief operating officer's subordinates, the authority to appoint

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

receive.

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

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

approval of the board of directors.

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

of interest for a director, officer, or employee of any financial institution, investment banking

firm, brokerage firm, commercial bank, trust company, building-loan association, architecture

firm, insurance company, or any other firm, person, or corporation to serve as a director of the

corporation, nor shall any contract or transaction between the corporation and a financial

institution, investment banking firm, brokerage firm, commercial bank, trust company, building-

loan association, architecture firm, insurance company, or other firm, person, or corporation be

void or voidable by reason of that service as director of the corporation. If any director, officer, or

employee of the corporation shall be interested either directly or indirectly, or shall be a director,

officer, or employee of or have an ownership interest (other than as the owner of less than one

percent (1%) of the shares of a publicly-held corporation) in any firm or corporation interested

LC003443 - Page 5 of 9

directly or indirectly in any contract with the corporation, that interest shall be disclosed to the

corporation and set forth in the minutes of the corporation, and the director, officer, or employee

having that ownership interest shall not participate on behalf of the corporation in the

authorization of that contract. Interested directors may be counted in determining the presence of

a quorum at a meeting of the board of directors of the corporation, which that authorizes the

contract or transaction.

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

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

The corporation shall be subject to the provisions of chapter 42-46 46 of title 42 ("Open

Meetings") and chapter 38-2 2 of title 38 ("Access to Public Records").

      (i) The board of directors may designate from among its members an executive

committee and one or more other committees each of which, to the extent authorized by the board

of directors, shall have and may exercise all of the authority of the board of directors, but no

executive committee shall have the authority of the board of directors in reference to the

disposition of all or substantially all of the property and assets of the corporation, amending the

by-laws of the corporation,; exercising the condemnation power conferred upon the corporation

by section § 42-64-9; or taking actions described or referred to in section § 42-64-13(a).

      (j) The board shall create a capital finance subcommittee which that shall be responsible

for drafting for board approval a set of guidelines, principals, and processes for all loans, loan

guarantees, and financing programs. The guidelines shall contain a set of metrics which that the

board can use to determine the effectiveness of each program and to inform the governor and the

general assembly of the outcome of the various programs and to determine if there is need for

modification, continuance, or termination. The guidelines shall also contain measures to annually

review the outstanding loan and loan guarantee programs to determine if the loans and loan

guarantees were granted in accordance with the board's guidelines and principals and to

determine the risk factors normally used by lending institutions to determine risk and potential for

repayment. The board shall also implement the provisions of sections §§ 42-64-36 and 42-64-37.

      (k) Any action required by this chapter to be taken at a meeting of the board of directors,

or any action which that may be taken at a meeting of the board of directors, or committee of the

board of directors, may be taken without a meeting if a consent in writing, setting forth the action

to be taken, shall be signed before or after that action by all of the directors, or all of the members

of the committee, as the case may be.

      (l) Employees of the corporation shall not, by reason of their employment, be deemed to

be employees of the state for any purpose, any other provision of the general laws to the contrary

LC003443 - Page 6 of 9

notwithstanding, including, without limiting the generality of the foregoing, chapters 29, 39, and

42 of title 28 and chapters 4, 8, 9, and 10 of title 36.

      (m) The board shall create a set of metrics and reporting requirements to disclose the

programs and services offered or provided by the corporation and the effectiveness of each

offering. The board shall develop an annual report containing these metrics and shall submit the

report to the governor and the general assembly. The annual report shall also contain

recommendations for improving the business climate within the state and other actions the board

deems necessary to improve its effectiveness.

     SECTION 2. Section 42-64.3-3.1 of the General Laws in Chapter 42-64.3 entitled

"Distressed Areas Economic Revitalization Act" is hereby amended to read as follows:

     42-64.3-3.1. Enterprise zone council. [Effective January 1, 2014.] -- (a) There is

created within the Rhode Island commerce corporation the "enterprise zone council," which shall

consist of five (5) members to be appointed by the governor; one member shall be the executive

director of the Rhode Island commerce corporation; one member shall represent the urban league

of Rhode Island; one member shall represent the Rhode Island League of Cities and Towns; and

two (2) members from the general public. The governor shall designate one member to serve as

chairperson of the enterprise zone council.

      (b) The members shall be appointed for terms of five (5) years each; provided, however,

of the members originally appointed, one shall be appointed for a term of one year, one shall be

appointed for a term of two (2) years, one shall be appointed for a term of three (3) years, one

shall be appointed for a term of four (4), years and one shall be appointed for a term of five (5)

years.

      (c) In carrying out its powers and duties under this chapter, the council shall utilize the

staffs and resources of the division of statewide planning and the Rhode Island economic

development corporation. Those agencies and other departments and agencies of state

government shall cooperate with the council in carrying out its mandate under this chapter.

      (d) The council shall promulgate rules and regulations necessary to implement the intent

of this chapter.

      (e) Transfer of functions from the Rhode Island economic development corporation

enterprise zone council. - All functions formerly administered by the Rhode Island economic

development corporation's enterprise zone council are hereby transferred to the Rhode Island

commerce corporation.

LC003443 - Page 7 of 9

     SECTION 3. This act shall take effect upon passage and apply retroactively to January 1,

2014.

========

LC003443

========

LC003443 - Page 8 of 9

EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO STATE AFFAIRS AND GOVERNMENT - RHODE ISLAND ECONOMIC

DEVELOPMENT CORPORATION

***

     This act would make technical changes to the establishment of the Rhode Island

Commerce Corporation, allow it to accept federal grants, and establish a twelve (12) member

board of directors, all having three (3) year terms.

     This act would take effect upon passage and apply retroactively to January 1, 2014.

========

LC003443

========

LC003443 - Page 9 of 9