2007 -- H 5455 SUBSTITUTE A AS AMENDED
A N A C T
RELATING TO EDUCATION -- THE UNIVERSITY OF RHODE ISLAND RESEARCH FOUNDATION
Introduced By: Representatives Shanley, Lally, Lewiss, Pacheco, and Scott
Date Introduced: February 27, 2007
It is enacted by the General Assembly as follows:
SECTION 1. Title 16 of the General Laws entitled "EDUCATION" is hereby amended
by adding thereto the following chapter:
THE UNIVERSITY OF RHODE ISLAND RESEARCH FOUNDATION ACT
16-32.1-1. Short title. – This chapter shall be known as the "University of Rhode Island
Research Foundation Act."
16-32.1-2. Creation and powers. – (a) There is hereby authorized, created and
established a public corporation having a legal existence distinct from the state and not
constituting a department of state government, to be known as the University of Rhode Island
Research Foundation, with such powers as are set forth in this chapter, for the purposes of the
development of scientific research, technology, commercialization of intellectual property and
such other purposes as may be necessary to develop, promote and enhance scientific research and
technology at the University of Rhode Island.
(b) The research foundation is authorized, created and established for the benefit of the
University of Rhode Island and shall be organized exclusively for charitable, educational and
scientific purposes of the University of Rhode Island within the meaning of section 501(c)(3) of
the Internal Revenue Code with the following powers and purposes:
(1) To aid and assist the University of Rhode Island in the establishment, development
and fostering of scientific research and technology which will further the learning opportunities,
programs, services and enterprises of the University and of the state of Rhode Island;
(2) To assist in providing research programs at the University of Rhode Island which will
provide for the advancement of education and educational programs at the University of Rhode
Island and which will provide for opportunities to individuals for learning and training in subjects
useful to the individual and beneficial to the community;
(3) To promote, encourage and foster the education and training services, scientific
investigations, technology development and technology commercialization at the University of
(4) To pursue, obtain and protect intellectual property rights (including patents,
trademarks, tangible materials and copyrights) in and to all valuable intellectual property flowing
from or belonging to the University of Rhode Island and to administer such intellectual property
in conformity with applicable state and federal laws;
(5) To carry on any other lawful purpose within the meaning of section 501(c)(3) of the
Internal Revenue Code in connection with its purposes.
(c) The research foundation and its corporate existence shall continue until terminated by
law or until the corporation shall cease entirely and continuously to conduct or be involved in any
business or transactions in furtherance of its purposes. Upon termination of the research
foundation and its corporate existence, all of its rights, assets and properties shall pass to and be
vested in the board of governors for higher education for the benefit of the University of Rhode
16-32.1-3. Additional powers. – The research foundation shall have, in addition to the
powers enumerated in section 16-32.1-2, all the powers necessary and convenient to carry out and
effectuate the purposes and provisions of this chapter including, but not limited to, the power to:
(1) Sue and be sued, complain and defend, in its corporate name;
(2) Have a corporate seal that may be altered from time to time at its pleasure, and use the
seal by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner
(3) Sell, convey, pledge, lease, exchange, transfer and otherwise dispose of all or any part
of its property, assets and accounts for such consideration and upon such terms and conditions as
the research foundation shall determine;
(4) Make contracts, liabilities and borrow money as the research foundation may
(5) Make and execute all contracts and agreements and instruments necessary or
convenient in the exercise of the powers and functions of the research foundation granted by this
(6) Receive, take, hold, invest, manage, administer, control and generally care for any
intellectual or personal property, which it may be given, devised or otherwise conveyed or made
available to the research foundation.
16-32.1-4. Board of directors. – (a) The business and affairs of the research foundation
shall be managed by a thirteen (13) member board of directors. The board of directors shall
include four (4) ex-officio voting members:
(1) The president of the University of Rhode Island;
(2) The vice president for administration of the University of Rhode Island;
(3) The vice president for research of the University of Rhode Island; and
(4) The Chairman of the Board of Governors or his or her designee. The remaining nine
(9) members of the board of directors shall be appointed by the President of the University of
Rhode Island and serve an initial term as follows: one-third (1/3) of the directors serving a one (1)
year term; one-third (1/3) of the directors serving a two (2) year term, and one-third (1/3) of the
directors serving a three (3) year term.
(b) Thereafter, at each annual meeting, as vacancies on the board occur from expiration
of term, the board shall elect members of the board who shall serve for a three (3) year term.
Vacancies other than from expiration of term may be filled by the remaining members of the
board at a special meeting called for that purpose. An outgoing director shall not be permitted to
vote on his or her successor.
(c) Each director, other than ex-officio directors, shall hold office for the term for which
elected and until a successor is elected and may be re-elected to two (2) additional three (3) year
16-32.1-5. Meetings of the board of directors. – The first meeting of the board of
directors shall be called by notice signed by one or more members of the board of directors
stating the time, place and purpose of the meeting, and mailed to each director at his/her usual
place of residence at least five (5) days before the day appointed for the meeting; provided,
however, that the first meeting of the board of directors may be held by agreement in writing of
all such board of directors without such notice. At the first meeting the board of directors shall
organize the research foundation by adopting such bylaws, rules and regulations as they shall
deem necessary for the election of officers, the admission of new members, the management and
safekeeping of the foundation's property, and generally for conducting its affairs and carrying out
of the purposes of its organization, by electing the executive board and such other officers as the
bylaws of the research foundation shall provide, and by taking such other action as they may
deem appropriate in the premises.
16-32.1-6. Use of university name. – (a) The research foundation may use, in connection
with its lawful business and activities, the name of the University of Rhode Island and University
of Rhode Island's logo, informal seal and other symbols and marks of the University of Rhode
Island upon prior written approval from the President of the University of Rhode Island.
(b) The research foundation will not authorize the use of the University of Rhode Island
name or symbols to any person or entity without the written approval of the president of the
University of Rhode Island.
(c) The research foundation shall cease using the University of Rhode Island name and
symbols upon notice to cease such use from the president of the University of Rhode Island, in
which event, the research foundation shall cease such use immediately and will have ninety (90)
days to bring such use to full closure.
16-32.1-7. Exemption from taxation. – The research foundation, its franchise, income
and all of its intellectual and personal assets, where-so-ever situated, shall be exempt from all
taxation by the state and any agency thereof and any municipal corporation therein.
16-32.1-8. Annual report and audit. – The research foundation shall submit to the board
of governors for higher education an audited report of its activities for the preceding fiscal year.
The report shall set forth a complete operating and financial statement covering the research
foundation operations during the preceding fiscal year. The research foundation shall cause an
independent audit of its books and accounts to be made at least once each fiscal year.
16-32.1-9. Chapter controlling over inconsistent provisions. – Insofar as the
provisions of this chapter are inconsistent with the provisions of any other law or ordinance,
general, special or local, the provisions of this chapter shall be controlling.
16-32.1-10. Construction with other statutes. – Nothing in this chapter shall restrict or
limit the powers of the research foundation arising under any laws of this state. This chapter shall
be construed to provide a complete additional and alternative method for doing the things
authorized by this chapter and shall be regarded as supplemental and in addition to the powers
conferred by other laws. Provided, however, that nothing contained in this chapter shall be
construed to limit, restrict or modify the existing property rights and interests of the board of
governors for higher education as set forth in chapter 59, title 16 of the Rhode Island general
16-32.1-11. Liberal construction. – This chapter, being necessary for the welfare of the
state and its inhabitants, shall be liberally construed so as to effectuate its purposes.
16-32.1-12. Severability. – If any clause, sentence, paragraph, section or part of this
chapter shall be adjudged by any court of competent jurisdiction to be invalid, that judgment shall
not affect, impair or invalidate the remainder of this chapter, but shall be confined in its operation
to the clause, sentence, paragraph, section or part directly involved in the controversy in which
that judgment shall have been rendered.
SECTION 2. This act shall take effect upon passage.