Chapter 336

2003 -- S 0283

Enacted 07/17/03

AN ACT

RELATING TO STATE AFFAIRS AND GOVERNMENT -- ECONOMIC DEVELOPMENT CORPORATION

Introduced By: Senator M. Teresa Paiva-Weed

Date Introduced: February 05, 2003

It is enacted by the General Assembly as follows:

SECTION 1. Section 42-64-7.1 of the General Laws in Chapter 42-64 entitled "Rhode

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

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

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

corporations whose creation shall be approved and authorized by the general assembly.

(2) Express approval and authorization of the general assembly shall be deemed to have

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

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

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

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

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

Kingstown appointed by the governor; (iii) four (4) members who shall be appointed by the

governor; (iv) the chairperson, who shall be the executive director of the economic development

corporation; and (v) non-voting members, who shall be include the members of the general

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

Kingstown and one (1) nonvoting member who shall be a resident of the town of Jamestown,

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

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

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

pursuant to chapter 1.1 or 6 of title 7 or in the manner described in subsection (b); provided, that

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

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

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

(b) As used in this section, "subsidiary public corporation" means a corporation created

pursuant to the provisions of this section. The person or persons directed by the resolution

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

without the express approval and authorization of the general assembly.

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

corporation.

(d) The corporation, as the parent corporation of the Rhode Island Airport Corporation,

shall not be liable for the debts or obligations or for any actions or inactions of the Rhode Island

Airport Corporation, unless the corporation expressly agrees otherwise in writing.

SECTION 2. This act shall take effect upon passage.

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LC01054

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