2025 -- H 5584
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S T A T E O F R H O D E I S L A N D
IN GENERAL ASSEMBLY
JANUARY SESSION, A.D. 2025
____________
A N A C T
RELATING TO STATE AFFAIRS AND GOVERNMENT -- RHODE ISLAND COMM ERCE
CORPORATION
Introduced By: Representatives McNamara, Shanley, Solomon, Shekarchi, Bennett, and
Hopkins
Date Introduced: February 26, 2025
Referred To: House Corporations
It is enacted by the General Assembly as follows:
SECTION 1. Section 42-64-7.1 of the General Laws in Chapter 42-64 entitled "Rhode 1
Island Commerce Corporation" is hereby amended to read as follows: 2
42-64-7.1. Subsidiaries. 3
(a)(1) The parent corporation shall have the right to exercise and perform its powers and 4
functions, or any of them, through one or more subsidiary corporations whose creation shall be 5
approved and authorized by the general assembly. 6
(2)(i) Express approval and authorization of the general assembly shall be deemed to have 7
been given for all legal purposes on July 1, 1995, for the creation and lawful management of a 8
subsidiary corporation created for the management of the Quonset Point/Davisville Industrial Park, 9
that subsidiary corporation being managed by a board of directors, the members of which shall be 10
constituted as follows: (A) two (2) members who shall be appointed by the town council of the 11
town of North Kingstown; (B) two (2) members who shall be residents of the town of North 12
Kingstown appointed by the governor; (C) four (4) members who shall be appointed by the 13
governor; (D) the chairperson, who shall be: (i) the executive director of the Rhode Island economic 14
development corporation until such time that the secretary of commerce is appointed; (ii) upon the 15
appointment of a secretary of commerce, the chief executive officer of the Rhode Island commerce 16
corporation, who also shall be the secretary of the Rhode Island executive office of commerce; and 17
(E) non-voting members, who shall include the members of the general assembly whose districts 18
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are comprised in any part by areas located within the town of North Kingstown and one non-voting 1
member who shall be a resident of the town of Jamestown, appointed by the town council of the 2
town of Jamestown. Upon receipt of approval and authorization from the general assembly, the 3
parent corporation by resolution of the board of directors may direct any of its directors, officers, 4
or employees to create subsidiary corporations pursuant to chapter 1.2 or 6 of title 7 or in the manner 5
described in subsection (b); provided, that the parent corporation shall not have any power or 6
authority to create, empower, or otherwise establish any corporation, subsidiary corporation, 7
corporate body or any form of partnership or any other separate entity, without the express approval 8
and authorization of the general assembly. 9
(ii) The approval and authorization provided herein shall terminate upon the establishment 10
of the Quonset Development Corporation as provided for in chapter 64.10 of this title. 11
(iii) The Quonset Development Corporation shall be deemed a subsidiary of the Rhode 12
Island commerce corporation: 13
(A) As set forth in § 42-64.10-6(3); and 14
(B) Insofar as it exercises any powers and duties delegated to it by the corporation pursuant 15
to this chapter for any project other than on real and personal property owned, leased, or under the 16
control of the corporation located in the town of North Kingstown, and the corporation shall be 17
deemed to have authority to delegate any of its powers, with the exception of the power to issue 18
any form of negotiable bonds or notes and the power of eminent domain, in order to accomplish 19
the purposes of chapter 64.10 of this title; provided, however, that the corporation may, as provided 20
for in this chapter, issue bonds or exercise the power of eminent domain on behalf of the Quonset 21
Development Corporation or to undertake a project of the Quonset Development Corporation. 22
(b) As used in this section, “subsidiary public corporation” means a corporation created 23
pursuant to the provisions of this section. The person or persons directed by the resolution referred 24
to in subsection (a) shall prepare articles of incorporation setting forth: (1) the name of the 25
subsidiary public corporation; (2) the period of duration, which may be perpetual; (3) the purpose 26
or purposes for which the subsidiary public corporation is organized which shall not be more 27
extensive than the purposes of the corporation set forth in § 42-64-5; (4) the number of directors 28
(which may, but need not be, more than one) constituting the initial board of directors and their 29
names and business or residence addresses; (5) the name and business or residence address of the 30
person preparing the articles of incorporation; (6) the date when corporate existence shall begin 31
(which shall not be earlier than the filing of the articles of incorporation with the secretary of state 32
as provided in this subsection); (7) any provision, not inconsistent with law, that the board of 33
directors elect to set forth in the articles of incorporation for the regulation of the internal affairs of 34
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the subsidiary public corporation; and (8) a reference to the form of authorization and approval by 1
the general assembly and to the resolution of the board of directors authorizing the preparation of 2
the articles of incorporation. Duplicate originals of the articles of incorporation shall be delivered 3
to the secretary of state. If the secretary of state finds that the articles of incorporation conform to 4
the provisions of this subsection, the secretary shall endorse on each of the duplicate originals the 5
word “Filed,” and the month, day, and year of the filing; file one of the duplicate originals in the 6
secretary's office; and a certificate of incorporation to which the secretary shall affix the other 7
duplicate original. No filing fees shall be payable upon the filing of articles of incorporation. Upon 8
the issuance of the certificate of incorporation or upon a later date specified in the articles of 9
incorporation, the corporate existence shall begin and the certificate of incorporation shall be 10
conclusive evidence that all conditions precedent required to be performed have been complied 11
with and that the subsidiary public corporation has been duly and validly incorporated under the 12
provisions hereof. The parent corporation may transfer to any subsidiary public corporation any 13
moneys, real, personal, or mixed property or any project in order to carry out the purposes of this 14
chapter. Each subsidiary public corporation shall have all the powers, privileges, rights, immunities, 15
tax exemptions, and other exemptions of the parent corporation except to the extent that the articles 16
of incorporation of the subsidiary public corporation shall contain an express limitation and except 17
that the subsidiary public corporation shall not have the condemnation power contained in § 42-18
64-9, nor shall it have the powers contained in, or otherwise be subject to, the provisions of § 42-19
64-12 and § 42-64-13(a), nor shall it have the power to create, empower, or otherwise establish 20
any corporation, subsidiary corporation, corporate body, any form of partnership, or any other 21
separate entity, without the express approval and authorization of the general assembly. 22
(c) Any subsidiary corporation shall not be subject to the provisions of § 42-64-8(a), (c), 23
and (d), except as otherwise provided in the articles of incorporation of the subsidiary corporation. 24
(d) The Rhode Island commerce corporation, as the parent corporation of the Rhode Island 25
Airport Corporation, shall not be liable for the debts or obligations or for any actions or inactions 26
of the Rhode Island Airport Corporation, unless the Rhode Island commerce corporation expressly 27
agrees otherwise in writing. 28
(e) The East Providence Waterfront District shall, with the approval of its commission and 29
the board of directors of the corporation, be a subsidiary of the Rhode Island commerce corporation 30
for the purposes of exercising such powers of the corporation as the board of directors shall 31
determine, and notwithstanding the requirements of subsection (b), the act creating the District shall 32
be deemed fully satisfactory for the purposes of this section regarding the establishment of 33
subsidiary public corporations, and the express approval and authorization of the general assembly 34
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shall be deemed to have been given for all legal purposes for the creation and lawful management 1
of a subsidiary corporation created for the purposes of implementing the purposes of the District. 2
(f) The parent corporation is hereby authorized and empowered to create a subsidiary 3
corporation for the expressed purpose to issue bonds and notes of the type and for those projects 4
and purposes specified in the Joint Resolution and Act of the general assembly adopted by the 5
Rhode Island house of representatives and the Rhode Island senate. 6
(g) The I-195 redevelopment district shall be a subsidiary of the Rhode Island commerce 7
corporation for the purposes of exercising such powers of the corporation as the board of directors 8
shall determine, and notwithstanding the requirements of subsection (b), the chapter creating the 9
district shall be deemed fully satisfactory for the purposes of this section regarding the 10
establishment of subsidiary public corporations, and the express approval and authorization of the 11
general assembly shall be deemed to have been given for all legal purposes for the creation and 12
lawful management of a subsidiary corporation created for the purposes of implementing the 13
purposes of the district. 14
(h) The Rhode Island airport corporation — appointment of directors: 15
The board of directors of the Rhode Island airport corporation shall consist of seven (7) 16
members: The board of directors shall have extensive experience in the fields of finance, business, 17
construction, and/or organized labor. 18
The governor of the State of Rhode Island shall appoint, with the advice and consent of the 19
senate when nominated to serve, the seven (7) members of the board of directors. The mayor of 20
Warwick shall, within thirty (30) days of the effective date of this section, submit a list of three (3) 21
individuals who the governor shall give due consideration to and shall appoint one individual from 22
this list. The governor shall appoint the remaining six (6) members without regard to the list 23
provided by the mayor of Warwick. One director shall be appointed for a term of one year; two (2) 24
directors, one of whom, shall be the individual appointed from the list submitted by the mayor of 25
Warwick, shall be appointed for a term of two (2) years; three (3) directors shall be appointed for 26
a term of three (3) years; and one director shall be appointed for a term of four (4) years. 27
Appointments made thereafter shall be for four-year (4) terms. 28
Any vacancy occurring in the board of directors shall be filled by the governor of the State 29
of Rhode Island with the advice and consent of the senate in the same manner prescribed for the 30
original appointments. 31
A director appointed to fill a vacancy of a director appointed by the governor of the State 32
of Rhode Island shall be appointed with the advice and consent of the senate for the unexpired 33
portion of the term of office of the director whose vacancy is to be filled. 34
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All members of the board of directors of the Rhode Island airport corporation shall serve 1
without compensation. 2
SECTION 2. This act shall take effect upon passage. 3
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EXPLANATION
BY THE LEGISLATIVE COUNCIL
OF
A N A C T
RELATING TO STATE AFFAIRS AND GOVERNMENT -- RHODE ISLAND COMMERCE
CORPORATION
***
This act would require that one of the seven (7) directors of the Rhode Island airport 1
corporation be appointed by the governor from a list of individuals submitted by the mayor of the 2
city of Warwick. 3
This act would take effect upon passage. 4
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