Title 42
State Affairs and Government

Chapter 64
Rhode Island Commerce Corporation

§ 42-64-7.1. Subsidiaries.

(a)(1) The parent corporation shall have the right to exercise and perform its powers and functions, or any of them, through one or more subsidiary corporations whose creation shall be approved and authorized by the general assembly.

(2)(i) Express approval and authorization of the general assembly shall be deemed to have been given for all legal purposes on July 1, 1995 for the creation and lawful management of a subsidiary corporation created for the management of the Quonset Point/Davisville Industrial Park, that subsidiary corporation being managed by a board of directors, the members of which shall be constituted as follows: (A) two (2) members who shall be appointed by the town council of the town of North Kingstown; (B) two (2) members who shall be residents of the town of North Kingstown appointed by the governor; (C) four (4) members who shall be appointed by the governor; (D) the chairperson, who shall be: (i) the executive director of the Rhode Island economic development corporation until such time that the secretary of commerce is appointed; (ii) Upon the appointment of a secretary of commerce, the chief executive officer of the Rhode Island commerce corporation, who also shall be the secretary of the Rhode Island executive office of commerce; and (E) non-voting members, who shall include the members of the general assembly whose districts are comprised in any part by areas located within the town of North Kingstown and one non-voting member who shall be a resident of the town of Jamestown, appointed by the town council of the town of Jamestown. Upon receipt of approval and authorization from the general assembly, the parent corporation by resolution of the board of directors may direct any of its directors, officers, or employees to create subsidiary corporations pursuant to chapter 1.2 or 6 of title 7 or in the manner described in subsection (b); provided, that the parent corporation shall not have any power or authority to create, empower or otherwise establish any corporation, subsidiary corporation, corporate body or any form of partnership or any other separate entity, without the express approval and authorization of the general assembly.

(ii) The approval and authorization provided herein shall terminate upon the establishment of the Quonset Development Corporation as provided for in chapter 64.10 of this title.

(iii) The Quonset Development Corporation shall be deemed a subsidiary of the Rhode Island commerce corporation:

(A) As set forth in § 42-64.10-6(c); and

(B) Insofar as it exercises any powers and duties delegated to it by the corporation pursuant to this chapter for any project other than on real and personal property owned, leased or under the control of the corporation located in the town of North Kingstown, and the corporation shall be deemed to have authority to delegate any of its powers, with the exception of the power to issue any form of negotiable bonds or notes and the power of eminent domain, in order to accomplish the purposes of chapter 64.10 of this title; provided, however, that the corporation may, as provided for in this chapter, issue bonds or exercise the power of eminent domain on behalf of the Quonset Development Corporation or to undertake a project of the Quonset Development Corporation.

(b) As used in this section, “subsidiary public corporation” means a corporation created pursuant to the provisions of this section. The person or persons directed by the resolution referred to in subsection (a) shall prepare articles of incorporation setting forth: (1) the name of the subsidiary public corporation; (2) the period of duration, which may be perpetual; (3) the purpose or purposes for which the subsidiary public corporation is organized which shall not be more extensive than the purposes of the corporation set forth in § 42-64-5; (4) the number of directors (which may, but need not be, more than one) constituting the initial board of directors and their names and business or residence addresses; (5) the name and business or residence address of the person preparing the articles of incorporation; (6) the date when corporate existence shall begin (which shall not be earlier than the filing of the articles of incorporation with the secretary of state as provided in this subsection); (7) any provision, not inconsistent with law, which the board of directors elect to set forth in the articles of incorporation for the regulation of the internal affairs of the subsidiary public corporation; and (8) a reference to the form of authorization and approval by the general assembly and to the resolution of the board of directors authorizing the preparation of the articles of incorporation. Duplicate originals of the articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to the provisions of this subsection, the secretary shall endorse on each of the duplicate originals the word “Filed,” and the month, day and year of the filing; file one of the duplicate originals in his or her office; and a certificate of incorporation to which the secretary shall affix the other duplicate original. No filing fees shall be payable upon the filing of articles of incorporation. Upon the issuance of the certificate of incorporation or upon a later date specified in the articles of incorporation, the corporate existence shall begin and the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed have been complied with and that the subsidiary public corporation has been duly and validly incorporated under the provisions hereof. The parent corporation may transfer to any subsidiary public corporation any moneys, real, personal, or mixed property or any project in order to carry out the purposes of this chapter. Each subsidiary public corporation shall have all the powers, privileges, rights, immunities, tax exemptions, and other exemptions of the parent corporation except to the extent that the articles of incorporation of the subsidiary public corporation shall contain an express limitation and except that the subsidiary public corporation shall not have the condemnation power contained in § 42-64-9, nor shall it have the powers contained in, or otherwise be subject to, the provisions of § 42-64-12 and § 42-64-13(a), nor shall it have the power to create, empower or otherwise establish any corporation, subsidiary corporation, corporate body, any form of partnership, or any other separate entity, without the express approval and authorization of the general assembly.

(c) Any subsidiary corporation shall not be subject to the provisions of § 42-64-8(a), (c), and (d), except as otherwise provided in the articles of incorporation of the subsidiary corporation.

(d) The Rhode Island commerce corporation, as the parent corporation of the Rhode Island Airport Corporation, shall not be liable for the debts or obligations or for any actions or inactions of the Rhode Island Airport Corporation, unless the Rhode Island commerce corporation expressly agrees otherwise in writing.

(e) The East Providence Waterfront District shall, with the approval of its commission and the board of directors of the corporation, be a subsidiary of the Rhode Island commerce corporation for the purposes of exercising such powers of the corporation as the board of directors shall determine, and notwithstanding the requirements of subsection (b), the act creating the District shall be deemed fully satisfactory for the purposes of this section regarding the establishment of subsidiary public corporations, and the express approval and authorization of the general assembly shall be deemed to have been given for all legal purposes for the creation and lawful management of a subsidiary corporation created for the purposes of implementing the purposes of the District.

(f) The parent corporation is hereby authorized and empowered to create a subsidiary corporation for the expressed purpose to issue bonds and notes of the type and for those projects and purposes specified in the Joint Resolution and Act of the general assembly adopted by the Rhode Island house of representatives and the Rhode Island senate.

(g) The I-195 redevelopment district shall be a subsidiary of the Rhode Island commerce corporation for the purposes of exercising such powers of the corporation as the board of directors shall determine, and notwithstanding the requirements of subsection (b), the chapter creating the district shall be deemed fully satisfactory for the purposes of this section regarding the establishment of subsidiary public corporations, and the express approval and authorization of the general assembly shall be deemed to have been given for all legal purposes for the creation and lawful management of a subsidiary corporation created for the purposes of implementing the purposes of the district.

(h) The Rhode Island airport corporation — appointment of directors:

The board of directors of the Rhode Island airport corporation shall consist of seven (7) members: The board of directors shall have extensive experience in the fields of finance, business, construction and/or organized labor.

The governor of the State of Rhode Island shall appoint, with the advice and consent of the senate when nominated to serve, the seven (7) members of the board of directors. One director shall be appointed for a term of one year; two (2) directors shall be appointed for a term of two (2) years; three (3) directors shall be appointed for a term of three (3) years; and one director shall be appointed for a term of four (4) years. Appointments made thereafter shall be for four (4) year terms.

Any vacancy occurring in the board of directors shall be filled by the governor of the State of Rhode Island in the same manner prescribed for the original appointments.

A director appointed to fill a vacancy of a director appointed by the governor of the State of Rhode Island shall be appointed for the unexpired portion of the term of office of the director whose vacancy is to be filled.

All members of the board of directors of the Rhode Island airport corporation shall serve without compensation.