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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