Chapter 320
2009 -- H 6243
Enacted 11/13/09
A N A C T
RELATING TO THE
Introduced
By: Representatives Fox,
Date Introduced: June 04, 2009
It is enacted by the
General Assembly as follows:
WHEREAS, Pursuant to an
act incorporating the
Foundation approved on May 7, 1979 (1979 R.
Timothy Moran,
Mr. Domenic DiLuglio,
Warwick; Mr. Michael VanLeesten,
Murphy,
constituted a body corporate by the name of the Rhode Island
Junior College Foundation; and
WHEREAS, At the first meeting of the incorporators conducted in
accordance with
section 5 if the Original Act, the actions contemplated by
said section 5 were taken; and
WHEREAS, The Original
Act has heretofore been amended by section 16-33.1-6 of the
general laws and by an act to amend the management and
control of the Community College of
Rhode Island Foundation enacted on June 28, 2002
(LA68, 2002 R.I. Acts & Resolves 31)
(collectively, the
"Amended Act"); and
WHEREAS, It is necessary and desirable to further amend, and to
restate, the charter of
the Community College of
present provisions of chapter 7-6 of the general laws;
It is enacted by the
General Assembly as follows:
SECTION 1. Sections 1 through 7, inclusive, of the Amended
Act are hereby further
amended to read as follows:
SECTION 1. Mr. Timothy Moran,
Triedman,
Mr. J. Frederick Murphy,
body corporate by the name of the Rhode Island Junior
College Foundation, and they and their
associates and successors shall be and remain a body corporate
by that name forever. The
members of the corporation shall be known as trustees and
shall consist of the incorporators and
such others as the trustees may elect from time to time,
either from the alumni of the college or
from the public generally. The name of the corporation is the
Island
Foundation. The duration of
said corporation shall be perpetual. Said corporation shall
have no members.
SECTION 2. Said corporation (hereinafter referred to as the
foundation) (a) is created for
the purpose of encouraging and providing support and
services to or for the benefit of the
otherwise and whether they are provided directly or indirectly
through subsidiary entities or
organizations; and
(b)
for any other lawful purpose or purposes. from private sources for the
Junior College, and to
that end the foundation shall have full power and authority to receive, take,
hold, invest, manage, administer, control and generally
care for any property, real or personal,
which may be given, devised, bequeathed or otherwise
conveyed or made available to the
foundation, in trust as a fund for the use and benefit of said
college, its students and faculty, as,
by way of illustration and not of limitation, for
scholarships, loans or other aids to students,
teaching, research, fellowships, lectureships, investigation,
experimentation or any other purposes
beneficial to said college or its students or faculty, and to
disburse said property and the net
income therefrom through the college
for such of the aforesaid uses and purposes as the executive
board of the foundation may determine, consistent with the
policies of the college established
from time to time by the governing body of the college,
for which in the opinion of the executive
board public funds are not available. The executive board
shall respect and be governed by the
wishes of the donors, grantors and testators as expressed in
the instruments making gifts to the
foundation, provided, however, that if the board shall determine
that the wishes so expressed are
beyond scope of the aforesaid uses and purposes of the
foundation, or are unwise or impracticable
under conditions that may from time to time exist, the
board may apply said property and income
to such of the aforesaid uses and purposes of the
foundation as the board may determine will
carry out such wishes as near as may be, and all gifts to
the foundation shall be subject to this
provision. The board may decline any gift or any part thereof
given to the foundation which in the
opinion of the board will not properly serve the purposes of
the foundation. In all cases where
gifts are made for special purposes, the foundation may, at
the option of the executive board, hold
and manage the property so given as a separate fund or
may mingle it with other funds hereunder
for the purposes of investment and management, and if
mingled with any other fund or funds, the
principal or income of such special gift shall thereafter be considered
to be that portion of the
principal or income of the combined fund as the amount of such
special gift shall bear to the total
amount of such combined fund.
SECTION 3. The foundation shall be located in the city of
Rhode Island, shall have a common seal, which it may alter or
renew at its pleasure, and may sue
and be sued in its corporate name and establish such
bylaws as from time to time shall be deemed
necessary and expedient. It shall have the power to take and
hold in fee simple or any lesser
estate, by purchase, gift, grant, bequest, devise or
otherwise, and upon such conditions or
undertakings as the foundation may deem desirable or necessary,
any land, tenements or other
estate, real and personal, and to hold, lease, administer,
sell and dispose of, transmit and convey
the same, and in general to do all acts which in the
judgment of the executive board are expedient
for the purposes of the foundation. The foundation shall have the powers and privileges
and be
subject to the duties and responsibilities set forth in all
general laws now or hereafter in force not
inconsistent herewith which are applicable to corporations
organized pursuant to chapter 7-6 of
the general laws, as the same may be from time to
time be amended and supplemented.
SECTION 4. The management and control of the foundation
shall be vested in a board of
directors trustees consisting of such persons, in
such numbers and with such terms of office as are
set forth in the bylaws of the foundation in effect from
time to time; provided, however, that
subject to any amendments to the bylaws of the foundation
adopted by the board of trustees after
December 31, 2008;
(a)
The board of trustees shall consist of the president of the college, the
chairperson of
the board of governors, or his or her designee, and the
vice-president of business affairs of the
college, president of the
alumni relations, ex-officio, the officers of the
foundation, the chairs of the standing committees
of the foundation, the executive director of the
foundation, ex-officio, and a minimum of seven
(7) members
elected by the remaining trustees, some of whom shall be alumni of the
college; and
(b)
At each annual meeting as vacancies on the board of trustees occur from
expiration of
term, the remaining trustees shall elect members of the
board of trustees who shall serve for three
(3) years
and until their successors are elected; and
(c)
Vacancies other than from expiration of term may be filled by the remaining
trustees;
and
(d)
Any member of the board of trustees shall be eligible for reelection. Some
of the
board of directors shall be alumni of the college. The
trustees may from time to time determine
the number of, the composition, and the term length of
the members of the board of directors, as
provided by the bylaws of the foundation. Thereafter, at each
annual meeting as vacancies on the
board directors occur from expiration of term, the trustees
shall elect members of the board of
directors who shall serve for three (3) years and until their
successors are elected. Vacancies other
than from expiration of term may be filled by the
remaining members of the board of directors.
Any member shall be
eligible for reelection. The bylaws may provide that the board of directors
may, from time and in its discretion, allow invited
trustees to attend and participate in discussion
and debate at board meetings and to grant any or all of
them who do attend voting rights as ad hoc
members of the board.
SECTION 5. The first meeting of the incorporators shall
be called by notice signed by
one or more of them stating the time, place and purpose
of the meeting, and mailed to each
incorporator at his usual place of residence at least five (5)
days before the day appointed for the
meeting; provided, however, that the first meeting of
incorporators may be held by agreement in
writing of all such incorporators without such notice. At the
first meeting the incorporators shall
organize the foundation by adopting such bylaws and 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 the
conducting of its affairs and the
carrying out of the purposes of its organization, by electing
the executive board and such other
officers as the bylaws of the foundation shall provide, and by
taking such other action as they
may deem appropriate in the premises. The board of trustees shall respect and be
governed by the
wishes of the donors, grantors and testators as expressed in
the instruments making gifts to the
foundation; provided, however, that if the board of trustees
shall determine that the wishes so
expressed are beyond scope of the uses and purposes of the
foundation, or are unwise or
impracticable under conditions that may from time to time exist,
the board of trustees may apply
said property and income to such of the uses and purposes
of the foundation as the board of
trustees may determine will carry out such wishes as near as
may be, and all gifts to the
foundation shall be subject to this provision. The board of
trustees may decline any gift or any
part thereof given to the foundation which in the opinion
of the board of trustees will not properly
serve the purposes of the foundation. In all cases where
gifts are made for special purposes, the
foundation may, at the option of the board of trustees, hold and
manage the property so given as a
separate fund or may mingle it with other funds hereunder for
the purposes of investment and
management, and if mingled with any other fund or funds, the
principal or income of such special
gift shall thereafter be considered to be that portion of
the principal or income of the combined
fund as the amount of such special gift shall bear to the
total amount of such combined fund.
SECTION 6. No part of the net earnings income or
profit of the foundation shall inure to
the benefit of or be distributable to any member
of the board of trustee trustees or to any officer
or other individual,. nor
shall any No member of the board of trustee trustees or
any officer or
other individual receive
any compensation for his services as such or shall have any right,
title or
interest in the foundation. No member of the board of
trustees shall receive any compensation for
his or her services as such. No substantial part of the activities of the
foundation shall be carrying
on propaganda, or otherwise attempting, to influence
legislation, nor shall it participate in or
intervene in (including the publishing or distributing of
statements) any political campaign on
behalf of any candidate for public office.
SECTION 7. The foundation, its franchise, income and all of
its assets, both real and
personal, wheresoever situated,
shall be exempt from all taxation by the state and any agency
thereof and any municipal corporation therein.
SECTION 2. Effective upon enactment of this act, and without
regard to section 7-1-13
of the general laws, all amendments, restatements and
other actions with respect to the charter or
articles of incorporation of the
exclusively in accordance with chapter 7-6 of the general laws,
as the same may from time to
time be amended and supplemented.
SECTION 3. The
further corporate action, to file restated articles of
incorporation pursuant to section 7-6-42 of the
general laws in terms conforming to the foregoing sections 1
and 2. The secretary of state is
authorized to issue and deliver a restated certificate of
incorporation on the basis thereof, the
effect of which issuance shall be as stated in section
7-6-42(f) of the general laws.
SECTION 4. This act shall take effect upon passage.
=======
LC02732
=======