Chapter 232

2007 -- H 5455 SUBSTITUTE A AS AMENDED

Enacted 07/03/07

 

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:

 

     CHAPTER 32.1

 

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

Rhode Island;

     (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

Island.

 

     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

reproduced;

     (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

determine;

     (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

chapter;

     (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

terms.

 

     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

laws.

 

     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.

     

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LC01703/SUB A/2

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