2012 -- S 2391

Enacted 06/20/12







     Introduced By: Senators Goodwin, Ruggerio, Miller, DiPalma, and Jabour

     Date Introduced: February 15, 2012



It is enacted by the General Assembly as follows:


     SECTION 1. Than “an act to incorporate Johnson & Wales College” passed at the

January Session, A.D. 1980, as amended and restated by “an act relating to Johnson & Wales

University,” passed at the January Session, A.D. 1992, and as further amended by Articles of

Amendment to Articles of Incorporation filed with the Secretary of State of Rhode Island on July

14, 2003, is hereby further amended to read as follows:

     ARTICLE 1. Morris Gaebe, Edward Triangolo, John Yena, David Friedman, Louis

D’Amico, Donald Ransbottom, John Mulcahey, Robert Tingle, and Christopher T. DelSesto

constituted and their duly elected successors constitute a body corporate by the name of Johnson

& Wales University and they and their associated and successors as shall hereafter be duly

elected members of such corporation shall be and remain a body corporate by that name forever,

with all of the powers and authority conferred by chapter 6 or title 7 of the general laws of Rhode


     ARTICLE 2. Said corporation shall be known by the name of Johnson & Wales


     ARTICLE 3. Said corporation is constituted for the purpose of offering programs and

courses of study and instruction either customary or appropriate in a university, college, and

junior college looking to attainment by its students of associated degrees, baccalaureate degrees,

and advanced degrees; and also both technical and nontechnical courses and programs of study

designed to fulfill special occupational or educational needs and requirements in the nation and in

the Rhode Island community and whether or not leading to degrees, and in addition, programs

and courses of study to prepare qualified students for transfer to other institutions of learning;

administering and grading educational and vocational tests; rendering counseling and placement

services to students; and doing all things necessary, desirable, customary or appropriate for

colleges and universities.

     ARTICLE 4. Said corporation shall be operated as a nonprofit corporation and shall be

operated exclusively for educational purposes and no part of the net earnings of said corporation

shall inure to the benefit of any private individual and no substantial part of the corporation’s

activities shall consist of the carrying on of propaganda or otherwise attempting to influence


     ARTICLE 5. No person shall be refused admission as a student to any school or

educational institution operated by said corporation, nor shall any person be denied any of the

privileges or honors of any school or educational institution operated by said corporation, on

account of religion, race, color, national origin, or sex.

     ARTICLE 6. Said corporation shall have power and authority to confer associate degrees,

baccalaureate degrees, and advanced degrees upon students satisfactorily completing requisite

courses of study, and to confer such degrees, earned and honorary, as are usually conferred by

colleges and universities.

     ARTICLE 7. Said corporation shall succeed to and shall possess all the rights, privileges,

immunities and powers, and shall be subject to all the duties and liabilities of the predecessor

corporation known as Johnson & Wales College, a non-business corporation incorporated on

September 20, 1963, which corporation was the successor to the original school funded by

Gertrude Johnson and Mary Wales in the year 1914.

     ARTICLE 8. The real and personal property of the corporation shall be exempt from state

and local taxes so long as said property is utilized for the purposes set forth in Article 3 hereof.

     ARTICLE 9. Upon the dissolution of the corporation, the corporation’s Board of

Trustee’s (the “Board”) shall, after paying or making provision for the payment of all of the

liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the

purposes of the corporation in such manner, or to such organization or organizations organized

and operated exclusively for religious, charitable, educational, scientific, or literary purposes as

shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the

Internal Revenue Code as the Board shall determine, or to federal, state or local governments to

be used exclusively for public purposes. Any such assets not so disposed of shall be disposed of

by the Superior Court of the county in which the principal office of the corporation is then

located, exclusively for such purposes or to such organizations, such as the court shall determine,

which are organized and operated exclusively for such purposes, or to such governments for such


     SECTION 2. This act shall take effect upon passage.