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| 4 | 4 | | |
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| 5 | 5 | | 2025 -- H 5985 |
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| 6 | 6 | | ======== |
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| 7 | 7 | | LC002189 |
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| 8 | 8 | | ======== |
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| 9 | 9 | | S T A T E O F R H O D E I S L A N D |
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| 10 | 10 | | IN GENERAL ASSEMBLY |
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| 11 | 11 | | JANUARY SESSION, A.D. 2025 |
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| 12 | 12 | | ____________ |
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| 13 | 13 | | |
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| 14 | 14 | | A N A C T |
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| 15 | 15 | | RELATING TO HEALTH AND SAFETY -- THE RHODE ISLAND LIFE SCIENCE HUB |
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| 16 | 16 | | ACT |
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| 17 | 17 | | Introduced By: Representatives Solomon, Hull, Casey, Casimiro, and Shanley |
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| 18 | 18 | | Date Introduced: February 28, 2025 |
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| 19 | 19 | | Referred To: House Finance |
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| 20 | 20 | | |
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| 21 | 21 | | |
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| 22 | 22 | | It is enacted by the General Assembly as follows: |
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| 23 | 23 | | SECTION 1. Sections 23-99-3, 23-99-4, 23-99-5 and 23-99-6 of the General Laws in 1 |
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| 24 | 24 | | Chapter 23-99 entitled "The Rhode Island Life Science Hub Act" are hereby amended to read as 2 |
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| 25 | 25 | | follows: 3 |
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| 26 | 26 | | 23-99-3. Definitions. 4 |
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| 27 | 27 | | As used in this chapter, the following words shall have the following meanings: 5 |
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| 28 | 28 | | (1) “Affiliate” means any person or company who or that directly or indirectly controls or 6 |
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| 29 | 29 | | is controlled by or is under direct or indirect common control of another company or person 7 |
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| 30 | 30 | | including, but not limited to, any company that is merged or consolidated, or that purchases all or 8 |
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| 31 | 31 | | substantially all of the assets of another company. 9 |
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| 32 | 32 | | (2) “Board” means the board of directors of the hub. 10 |
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| 33 | 33 | | (3) “Certification proposal” means a written proposal submitted by a life science company 11 |
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| 34 | 34 | | for approval as a certified life sciences company. 12 |
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| 35 | 35 | | (4) “Certified life sciences company” means a life science company that has been certified 13 |
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| 36 | 36 | | by the board as being eligible to receive grants and incentives from the investment fund. 14 |
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| 37 | 37 | | (5) “Commerce corporation” means the Rhode Island commerce corporation, established 15 |
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| 38 | 38 | | pursuant to § 42-64-1 et seq. 16 |
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| 39 | 39 | | (6) “Company” means a business corporation, partnership, firm, unincorporated 17 |
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| 40 | 40 | | association, or other entity engaged or proposing to engage in economic activity within the state, 18 |
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| 41 | 41 | | |
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| 42 | 42 | | |
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| 43 | 43 | | LC002189 - Page 2 of 13 |
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| 44 | 44 | | and any affiliate thereof. 1 |
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| 45 | 45 | | (7) “Hub” means the Rhode Island life science hub established by § 23-99-4. 2 |
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| 46 | 46 | | (8) “Investment fund” means the hub investment fund established by § 23-99-6. 3 |
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| 47 | 47 | | (9) “Life science” means and shall include, but not be limited to, the science of: medical 4 |
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| 48 | 48 | | devices, biomedical technology, medical therapeutic therapies, biogenetics, biomedical 5 |
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| 49 | 49 | | engineering, biopharmaceuticals, genomics, biomanufacturing, cell and gene therapies, health 6 |
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| 50 | 50 | | software and artificial intelligence, genomics, diagnostics, digital health, marine science, 7 |
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| 51 | 51 | | agricultural science, veterinary science and related fields the broader life sciences to foster the 8 |
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| 52 | 52 | | development of cutting-edge medical breakthroughs. 9 |
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| 53 | 53 | | (10) “Life science company” means a company engaged in life science research, 10 |
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| 54 | 54 | | development, manufacturing, incubation, or commercialization in Rhode Island, and any affiliate 11 |
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| 55 | 55 | | thereof. 12 |
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| 56 | 56 | | (11) “Life sciences industry” means the fields of medical devices, biomedical technology, 13 |
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| 57 | 57 | | medical therapeutic therapies, biogenetics, biomedical engineering, biopharmaceuticals, genomics, 14 |
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| 58 | 58 | | biomanufacturing, diagnostics, digital health, and related fields. 15 |
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| 59 | 59 | | (12) “Person” means a natural person, company, or other legal entity. 16 |
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| 60 | 60 | | (13) "Revenue" means receipts, fees, rentals or other payments or income received or to be 17 |
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| 61 | 61 | | received by the hub in the exercise of its corporate powers under this chapter including, but not 18 |
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| 62 | 62 | | limited to, income on account of the leasing, mortgaging, sale or other disposition of property or 19 |
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| 63 | 63 | | proceeds of a loan made by the hub, and amounts in reserves or held in other funds or accounts 20 |
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| 64 | 64 | | established in connection with the issuance of bonds or notes and the proceeds of any investments 21 |
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| 65 | 65 | | thereof, proceeds of foreclosure and other fees, charges or other income received or receivable by 22 |
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| 66 | 66 | | the hub. 23 |
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| 67 | 67 | | (13)(14) “State” means the state of Rhode Island. 24 |
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| 68 | 68 | | (15) "State public body" means the state, or any city or town or any other subdivision or 25 |
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| 69 | 69 | | public body of the state or of any city or town. 26 |
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| 70 | 70 | | (14)(16) “Venture” means, without limitation, any contractual arrangement with any 27 |
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| 71 | 71 | | person whereby the corporation obtains rights from or in an invention or product or proceeds 28 |
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| 72 | 72 | | therefrom, or rights to obtain from any person any and all forms of equity instruments including, 29 |
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| 73 | 73 | | but not limited to, common and preferred stock, warrants, options, convertible debentures, and 30 |
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| 74 | 74 | | similar types of instruments exercisable or convertible into capital stock, in exchange for the 31 |
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| 75 | 75 | | granting of financial aid to such person. 32 |
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| 76 | 76 | | 23-99-4. Rhode Island life science hub established. 33 |
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| 77 | 77 | | (a) There is hereby constituted as an independent public a public corporation for the 34 |
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| 78 | 78 | | |
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| 79 | 79 | | |
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| 80 | 80 | | LC002189 - Page 3 of 13 |
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| 81 | 81 | | purposes set forth in this chapter with a separate legal existence from the state to be known as the 1 |
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| 82 | 82 | | Rhode Island life science hub hereinafter to be referred to as the “hub”. The exercise by the hub of 2 |
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| 83 | 83 | | the powers conferred by this chapter shall be considered to be the performance of an essential 3 |
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| 84 | 84 | | governmental function and the hub shall be considered a "constituted authority" of the state acting 4 |
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| 85 | 85 | | on behalf of the state for federal tax purposes. 5 |
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| 86 | 86 | | (b) The hub shall be governed and its corporate powers exercised by a board of directors 6 |
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| 87 | 87 | | consisting of fifteen (15) sixteen (16) directors: seven (7) fifteen (15) of whom shall be appointed 7 |
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| 88 | 88 | | by the governor, and one of whom shall be the person the board hires from time to time as president 8 |
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| 89 | 89 | | and chief executive officer of the hub. The president and chief executive officer of the hub shall 9 |
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| 90 | 90 | | serve ex officio and, except as otherwise provided in § 23-99-4(k), shall not be a voting member of 10 |
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| 91 | 91 | | the board of directors. The fifteen (15) directors appointed by the governor shall consist of seven 11 |
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| 92 | 92 | | (7) public directors and eight (8) institutional directors. The seven (7) public directors shall have 12 |
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| 93 | 93 | | the following qualifications: one of whom shall be a senior executive with extensive background 13 |
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| 94 | 94 | | in the banking, grant making, and or fundraising fields, or his or her designee; one of whom shall 14 |
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| 95 | 95 | | be a member of a life science trade association, or his or her designee,; one of whom shall be the 15 |
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| 96 | 96 | | president or a senior executive of a Rhode Island based life science company, or his or her 16 |
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| 97 | 97 | | designee,; two (2) of whom shall be senior executives of Rhode Island based life science companies 17 |
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| 98 | 98 | | specializing in biomanufacturing, or his or her designees,; one of whom shall be a representative 18 |
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| 99 | 99 | | of organized labor, or his or her designee,; and one of whom shall be a member of the public who 19 |
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| 100 | 100 | | shall be a certified public accountant and a member of the Rhode Island society of certified public 20 |
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| 101 | 101 | | accountants, or his or her designee; one of whom shall be the secretary of commerce; three (3) of 21 |
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| 102 | 102 | | whom shall be the president of Rhode Island college, ex officio, or his or her designee, the president 22 |
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| 103 | 103 | | of the university of Rhode Island, ex officio, or his or her designee, and the president of Brown 23 |
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| 104 | 104 | | university, ex officio, or his or her designee; one of whom shall be the dean of the Warren Alpert 24 |
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| 105 | 105 | | Medical School of Brown university, ex officio, or his or her designee; one of whom shall be the 25 |
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| 106 | 106 | | president and chief executive officer of the Lifespan Corporation Brown university health, ex 26 |
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| 107 | 107 | | officio, or his or her designee; one of whom shall be the president and chief executive officer of 27 |
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| 108 | 108 | | Care New England Health System, ex officio, or his or her designee; and one of whom shall be an 28 |
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| 109 | 109 | | ex officio director who shall also be the director of economic development for the city of 29 |
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| 110 | 110 | | Providence, ex officio, or his or her designee. To the extent that an institution takes on a new legal 30 |
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| 111 | 111 | | name, the institutional director shall continue to serve as an institutional director without the need 31 |
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| 112 | 112 | | for reappointment. To the extent that an institution merges, converts, consolidates with, or sells or 32 |
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| 113 | 113 | | transfers all or substantially all of its assets to another company and such company retains its 33 |
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| 114 | 114 | | primary operations in the state, the chief executive officer of such company shall be qualified for 34 |
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| 115 | 115 | | |
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| 116 | 116 | | |
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| 117 | 117 | | LC002189 - Page 4 of 13 |
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| 118 | 118 | | appointment as an institutional director in accordance with this section. 1 |
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| 119 | 119 | | (c) The chair of the board shall be appointed by the governor, with the advice and consent 2 |
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| 120 | 120 | | of the senate, and shall be an individual who served in the capacity as a senior executive with 3 |
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| 121 | 121 | | extensive background in the banking, grant making, and or fundraising fields. The vice-chair of the 4 |
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| 122 | 122 | | board shall be the secretary of commerce. All directors, including ex officio directors, shall be 5 |
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| 123 | 123 | | voting members of the board of directors, except for the director serving as president and chief 6 |
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| 124 | 124 | | executive officer of the hub, who shall not be a voting member of the board. Eight (8) voting 7 |
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| 125 | 125 | | directors shall constitute a quorum, and any action to be taken by the board under the provisions of 8 |
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| 126 | 126 | | this chapter may be authorized by resolution approved by a majority of the directors present and 9 |
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| 127 | 127 | | entitled to vote at any regular or special meeting at which a quorum is present. No votes on the 10 |
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| 128 | 128 | | certification of any life science company nor on the allocation or award of any investment fund 11 |
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| 129 | 129 | | resources to any certified life science company shall be taken unless the chair is present and voting. 12 |
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| 130 | 130 | | A vacancy in the membership of the board of directors shall not impair the right of a quorum to 13 |
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| 131 | 131 | | exercise all of the rights and perform all of the duties of the board. Pursuant to § 42-46-5(b)(6), 14 |
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| 132 | 132 | | board directors are authorized to participate remotely using videoconferencing technology in open 15 |
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| 133 | 133 | | public meetings of the board; provided, however, that: 16 |
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| 134 | 134 | | (1) The remote director(s) and all persons present at the meeting location are clearly audible 17 |
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| 135 | 135 | | and visible to each other; 18 |
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| 136 | 136 | | (2) A quorum of the body is participating, either in person or by the use of remote 19 |
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| 137 | 137 | | videoconferencing technology; 20 |
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| 138 | 138 | | (3) A member of the board voting director who participates in a meeting of the board 21 |
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| 139 | 139 | | remotely shall be considered present for purposes of a quorum and voting; 22 |
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| 140 | 140 | | (4) If videoconferencing is used to conduct a meeting, the public notice for the meeting 23 |
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| 141 | 141 | | shall inform the public that videoconferencing will be used and include instructions on how the 24 |
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| 142 | 142 | | public can access the virtual meeting; and 25 |
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| 143 | 143 | | (5) The board shall adopt rules defining the requirements of remote participation including 26 |
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| 144 | 144 | | its use for executive session, and the conditions by which a director is authorized to participate 27 |
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| 145 | 145 | | remotely. 28 |
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| 146 | 146 | | (d) Each board member public director shall serve a an initial term of four (4) years. At the 29 |
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| 147 | 147 | | expiration of the initial terms of public directors in January 2028, the governor shall appoint two 30 |
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| 148 | 148 | | (2) directors for a term of four (4) years, two (2) directors for a term of three (3) years, two (2) 31 |
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| 149 | 149 | | directors for a term of two (2) years, and one director for a term of one year. Thereafter, the 32 |
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| 150 | 150 | | governor shall appoint a new public director or directors to succeed the public director or directors 33 |
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| 151 | 151 | | whose terms then next expire, to serve a term of four (4) years. The president and chief executive 34 |
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| 152 | 152 | | |
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| 153 | 153 | | |
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| 154 | 154 | | LC002189 - Page 5 of 13 |
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| 155 | 155 | | officer shall have a board term coextensive with such person's employment contract with the hub. 1 |
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| 156 | 156 | | In the event that the chair of the board position becomes vacant for any reason, or the chair is not 2 |
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| 157 | 157 | | able to perform the duties of that position for any reason, the vice chair shall serve as the interim 3 |
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| 158 | 158 | | chair until the chair is able to resume the chair’s duties; provided, however, in the event that the 4 |
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| 159 | 159 | | chair is not able to resume the chair’s duties in that position, the governor shall appoint a new chair 5 |
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| 160 | 160 | | and, in making this appointment, the governor shall give due consideration to appointing an 6 |
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| 161 | 161 | | individual from a list of six (6) candidates, three (3) of whom shall be provided to the governor by 7 |
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| 162 | 162 | | the speaker of the house and three (3) of whom shall be provided to the governor by the president 8 |
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| 163 | 163 | | of the senate. Any person appointed to fill a vacancy in the office of an appointed a public director 9 |
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| 164 | 164 | | of the board shall be appointed in a like manner and shall serve for the unexpired term of such 10 |
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| 165 | 165 | | public director. Any director shall be eligible for reappointment. 11 |
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| 166 | 166 | | (e) The public director of the board who is a member of the public and who is a certified 12 |
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| 167 | 167 | | public accountant and a member of the Rhode Island society of certified public accountants shall 13 |
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| 168 | 168 | | serve as treasurer and shall be charged with keeping the funds, books of account, and accounting 14 |
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| 169 | 169 | | records of the hub. No grants, tax credits, loans or other financing, or incentives shall be issued by 15 |
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| 170 | 170 | | the hub to any certified life science company without the approval of the board and the signature 16 |
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| 171 | 171 | | of the treasurer. The board shall annually elect a secretary who shall keep a record of the 17 |
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| 172 | 172 | | proceedings of the board and shall be custodian of all books, documents, and papers. 18 |
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| 173 | 173 | | (f) Board directors, other than the director who serves as the president and chief executive 19 |
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| 174 | 174 | | officer of the hub, shall serve without compensation, but each director shall be entitled to 20 |
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| 175 | 175 | | reimbursement for actual, reasonable, and necessary expenses while engaged in the performance 21 |
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| 176 | 176 | | of official duties. Board directors, officers, and employees shall not be liable to the state, the hub, 22 |
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| 177 | 177 | | or to any other person as a result of their activities except for malfeasance in office or intentional 23 |
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| 178 | 178 | | violations of law. 24 |
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| 179 | 179 | | (g) The board shall establish an application review committee consisting of not less than 25 |
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| 180 | 180 | | three (3) directors of the board, which shall review certification proposals submitted by life sciences 26 |
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| 181 | 181 | | companies that shall be supported by independently verifiable information, and the board shall 27 |
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| 182 | 182 | | make a record of findings based on the certification proposal, documents submitted therewith, and 28 |
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| 183 | 183 | | any additional evidence that the life science company meets all criteria that the hub may prescribe. 29 |
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| 184 | 184 | | (h) Certified life science companies shall be eligible to receive funding from the hub, upon 30 |
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| 185 | 185 | | a majority vote of the board, for the following benefits which shall be awarded by the board on a 31 |
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| 186 | 186 | | competitive basis: 32 |
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| 187 | 187 | | (1) Grants, loans, or other investments; 33 |
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| 188 | 188 | | (2) Assistance from the hub in obtaining federal, state, and nonprofit monies; or 34 |
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| 189 | 189 | | |
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| 190 | 190 | | |
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| 191 | 191 | | LC002189 - Page 6 of 13 |
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| 192 | 192 | | (3) Assistance from the hub in facilitating clinical trials. 1 |
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| 193 | 193 | | (i) Notwithstanding any other provisions of law in relation to their tenure of office, the 2 |
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| 194 | 194 | | governor may remove any board director, including institutional directors, for the neglect of any 3 |
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| 195 | 195 | | duty required by law, incompetence, unprofessional conduct, or willful misconduct. If an 4 |
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| 196 | 196 | | institutional director is so removed, such institutional director's designee shall serve on the board 5 |
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| 197 | 197 | | in his or her place for the remainder of his or her term. 6 |
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| 198 | 198 | | (j) Each director shall make full disclosure, in accordance with §§ 36-14-1 — 36-14-7, of 7 |
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| 199 | 199 | | any financial interest, if any, in any matter before the board. Such interest must be disclosed in 8 |
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| 200 | 200 | | advance to the directors of the board, recorded in the minutes of the board, and the director having 9 |
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| 201 | 201 | | such an interest shall recuse themselves and shall not participate in any decision of the board 10 |
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| 202 | 202 | | relating to such interest. 11 |
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| 203 | 203 | | (k) With the advice and consent of the senate, the board shall have the power to hire a 12 |
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| 204 | 204 | | president, who shall also serve as the chief executive officer of the hub and who shall be a non-13 |
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| 205 | 205 | | voting member of the board of directors, but who shall be entitled to vote as a member of any 14 |
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| 206 | 206 | | advisory committee to which the president/chief executive officer is appointed. The board also shall 15 |
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| 207 | 207 | | have the power to establish compensation and conditions of employment for the president and chief 16 |
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| 208 | 208 | | executive officer; provided, further, the board shall have the power to hire other employees and 17 |
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| 209 | 209 | | establish compensation and conditions of employment for such employees. 18 |
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| 210 | 210 | | (l) The commerce corporation shall provide operating quarters for the hub for, at a 19 |
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| 211 | 211 | | minimum, the first year of the hub’s operation. 20 |
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| 212 | 212 | | (m) In addition to the application review committee, the board may establish one or more 21 |
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| 213 | 213 | | advisory committees, each consisting of not less than three (3) and not more than seven (7) 22 |
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| 214 | 214 | | directors, which may also include persons who are not directors, which committees shall support 23 |
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| 215 | 215 | | the board on science, technology and other matters. Such advisory committees shall keep records 24 |
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| 216 | 216 | | of their findings and recommendations. 25 |
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| 217 | 217 | | (n) The hub shall continue as long as it shall have bonds outstanding and until its existence 26 |
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| 218 | 218 | | is terminated by law. Upon the termination of the existence of the hub, all right, title and interest in 27 |
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| 219 | 219 | | and to all of its assets and all of its obligations, duties, covenants, agreements and obligations shall 28 |
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| 220 | 220 | | vest in and be possessed, performed and assumed by the state and no part of the earnings of the hub 29 |
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| 221 | 221 | | shall inure to the benefit of any private person. 30 |
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| 222 | 222 | | 23-99-5. Hub powers. 31 |
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| 223 | 223 | | The hub shall have the following powers and all powers necessary to carry out and 32 |
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| 224 | 224 | | effectuate its purposes, including, without limitation, all powers necessary for the performance of 33 |
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| 225 | 225 | | the following: 34 |
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| 226 | 226 | | |
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| 227 | 227 | | |
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| 228 | 228 | | LC002189 - Page 7 of 13 |
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| 229 | 229 | | (1) To have perpetual succession as a public corporate body and agency of the state and to 1 |
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| 230 | 230 | | adopt bylaws, rules, regulations, and procedures for its governance and conduct of its business; 2 |
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| 231 | 231 | | (2) To act as the central entity and coordinating organization of life sciences initiatives on 3 |
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| 232 | 232 | | behalf of the state and to work in collaboration with governmental entities, persons, companies, 4 |
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| 233 | 233 | | state public bodies, centers, hubs, academic institutions, healthcare systems and facilities to 5 |
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| 234 | 234 | | promote life sciences such initiatives; 6 |
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| 235 | 235 | | (3) To engage accountants, architects, attorneys, engineers, planners, real estate experts, 7 |
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| 236 | 236 | | and other consultants as may be necessary in its judgment to carry out the purposes of this chapter; 8 |
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| 237 | 237 | | (4) To obtain insurance coverage including, but not limited to, director and officer 9 |
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| 238 | 238 | | insurance for board directors, officers, and employees in order to indemnify said persons against 10 |
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| 239 | 239 | | the claims of others; 11 |
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| 240 | 240 | | (5) To administer the investment fund in accordance with § 23-99-6, and such other funds 12 |
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| 241 | 241 | | and accounts as the hub may establish from time to time, for the purposes of making appropriations, 13 |
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| 242 | 242 | | allocations, investments, grants, research and other funding, or loans; 14 |
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| 243 | 243 | | (6) To apply for and accept revenues including, but not limited to, contributions of any 15 |
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| 244 | 244 | | source of money, property, labor, or any other things of value, and to invest, disburse, appropriate, 16 |
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| 245 | 245 | | grant, loan, or allocate any funds to the purposes of this chapter including, but not limited to, for 17 |
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| 246 | 246 | | the purpose of investing in any life science initiative; 18 |
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| 247 | 247 | | (7) To create access to capital, funding, and business attraction, retention and support 19 |
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| 248 | 248 | | programs and to enter into all contracts and agreements necessary or convenient thereto; 20 |
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| 249 | 249 | | (8) To enter into venture agreements with persons, upon such terms and on such conditions 21 |
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| 250 | 250 | | as are consistent with the purposes of this chapter, for the advancement of financial aid to such 22 |
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| 251 | 251 | | persons for the research, development, and application of specific technologies, products, 23 |
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| 252 | 252 | | procedures, services, and techniques, to be developed and produced in this state, and to condition 24 |
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| 253 | 253 | | such agreements upon contractual assurances that the benefits of increasing or maintaining 25 |
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| 254 | 254 | | employment and tax revenues shall remain in this state and shall accrue to it; 26 |
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| 255 | 255 | | (9) To enter into contracts and agreements, whether governmental or proprietary, to further 27 |
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| 256 | 256 | | scientific research in the state, aid in the promotion of the health of residents, foster life sciences 28 |
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| 257 | 257 | | jobs in the life sciences, and promote overall economic growth in the field of life sciences industry 29 |
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| 258 | 258 | | and to carry out the purposes of this chapter, and all such contracts and agreements of the hub 30 |
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| 259 | 259 | | entered into under the authority of this chapter are authorized to have a term not to exceed twenty 31 |
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| 260 | 260 | | (20) years; and 32 |
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| 261 | 261 | | (10) To borrow money and to issue and refund bonds, notes, and any other obligations, and 33 |
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| 262 | 262 | | apply the proceeds thereof for any of its corporate purposes as provided in this chapter, which 34 |
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| 263 | 263 | | |
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| 264 | 264 | | |
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| 265 | 265 | | LC002189 - Page 8 of 13 |
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| 266 | 266 | | bonds, notes, or other obligations may be issued at fixed or variable rates, with a maximum maturity 1 |
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| 267 | 267 | | of thirty (30) years and which bonds, notes and obligations of the hub, shall be subject to the 2 |
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| 268 | 268 | | provisions of chapter 18 of title 35 (“Rhode Island public corporation debt management”). to the 3 |
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| 269 | 269 | | extent that such bonds, notes, or other obligations finance "essential public facilities" or are secured 4 |
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| 270 | 270 | | by a "financing lease" or "guarantee" of the state, as such terms are defined in the Rhode Island 5 |
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| 271 | 271 | | public corporation debt management act; 6 |
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| 272 | 272 | | (11) In connection with the issuance of bonds and notes, to enter into indentures, trust 7 |
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| 273 | 273 | | agreements, credit facilities, liquidity facilities or other agreements providing for: 8 |
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| 274 | 274 | | (i) A mortgage, pledge or assignment of, or security interest in, any property of the hub, 9 |
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| 275 | 275 | | including, but not limited to, hub revenues, funds and accounts; and 10 |
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| 276 | 276 | | (ii) Any additional covenants and provisions, including, without limiting the generality of 11 |
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| 277 | 277 | | the foregoing, provisions defining defaults and providing for remedies in the event thereof, that are 12 |
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| 278 | 278 | | deemed desirable or necessary by the hub for the security of the holders of the bonds and notes; 13 |
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| 279 | 279 | | (12) To have a seal, which may be altered at pleasure and to use the seal by causing it, or 14 |
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| 280 | 280 | | a facsimile of the seal, to be impressed or affixed, or in any other manner reproduced; 15 |
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| 281 | 281 | | (13) To sue and be sued, to prosecute and defend actions relating to its properties and 16 |
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| 282 | 282 | | affairs, and to be liable in tort in the same manner as a private person; provided, however, that the 17 |
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| 283 | 283 | | hub is not authorized to become a debtor under the United States Bankruptcy Code or receivership 18 |
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| 284 | 284 | | laws of the state; 19 |
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| 285 | 285 | | (14) To acquire real and personal property, or any interest in real or personal property, by 20 |
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| 286 | 286 | | gift, purchase, transfer, foreclosure, lease, or otherwise including rights or easements; to hold, sell, 21 |
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| 287 | 287 | | assign, lease, encumber, mortgage, grant or otherwise dispose of any real or personal property, or 22 |
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| 288 | 288 | | any interest therein, or mortgage any interest owned by it or under its control, custody or in its 23 |
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| 289 | 289 | | possession; to improve, maintain, equip and furnish such real or personal property or such interest; 24 |
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| 290 | 290 | | to release, relinquish or forgive, any right, title, claim, lien, interest, easement or demand however 25 |
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| 291 | 291 | | acquired, including any equity or right of redemption in property foreclosed by it; to take 26 |
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| 292 | 292 | | assignments of leases and rentals, proceed with foreclosure actions, or take any other actions in 27 |
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| 293 | 293 | | furtherance of, or necessary or convenient to the performance of its corporate powers and purposes; 28 |
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| 294 | 294 | | (15) To invest any funds held in reserves or sinking funds, or the hub investment fund, or 29 |
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| 295 | 295 | | any funds not required for immediate disbursement, in such investments as the state investment 30 |
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| 296 | 296 | | commission is authorized to invest pursuant to chapter 10 of title 35; 31 |
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| 297 | 297 | | (16) To appear on its own behalf before boards, commissions, departments or other 32 |
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| 298 | 298 | | agencies of municipal, state or federal government; 33 |
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| 299 | 299 | | (17) To establish and collect such rents, fees and charges as the hub without further 34 |
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| 300 | 300 | | |
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| 301 | 301 | | |
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| 302 | 302 | | LC002189 - Page 9 of 13 |
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| 303 | 303 | | appropriation shall determine to be reasonable; and to receive and apply revenues from rents, fees 1 |
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| 304 | 304 | | and charges to the purposes of the hub or allotment by the state or any political subdivision thereof; 2 |
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| 305 | 305 | | (18) To prepare, publish and distribute, with or without charge, as the hub may determine, 3 |
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| 306 | 306 | | such studies, reports and bulletins and other material as the hub deems appropriate; 4 |
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| 307 | 307 | | (19) To lease or sell any property to, or purchase any property from, a state public body. 5 |
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| 308 | 308 | | Any lease by the hub to a state public body may be for a period, upon terms and conditions, with 6 |
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| 309 | 309 | | or without an option to purchase, that the hub may determine. In connection with any such lease, 7 |
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| 310 | 310 | | sale or purchase: 8 |
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| 311 | 311 | | (i) The provisions of any charter, other laws, general, special, or local, ordinances or of any 9 |
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| 312 | 312 | | rule or regulation of any state public body, restricting or regulating in any manner the power of any 10 |
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| 313 | 313 | | state public body to lease (as lessee or lessor) or sell property, real, personal, or mixed, shall not 11 |
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| 314 | 314 | | apply to leases and sales made with the hub pursuant to this chapter; and 12 |
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| 315 | 315 | | (ii) Any municipality, notwithstanding any contrary provision of any charter, other laws or 13 |
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| 316 | 316 | | ordinances, general, special or local, or of any rule or regulations of the state or any municipality, 14 |
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| 317 | 317 | | is authorized and empowered to lease, lend, pledge, grant, or convey to the hub, at its request, upon 15 |
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| 318 | 318 | | terms and conditions that the chief executive officer of the municipality, if any, or where no chief 16 |
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| 319 | 319 | | executive officer exists, the city or town council of the municipality, may deem reasonable and fair 17 |
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| 320 | 320 | | and without the necessity for any advertisement, order of court, or other action or formality, any 18 |
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| 321 | 321 | | real property or personal property which may be necessary or convenient to the effectuation of the 19 |
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| 322 | 322 | | authorized purpose of the hub, including public roads and other real property already devoted to 20 |
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| 323 | 323 | | public use; and, subject to what has been stated, the municipality consents to the use of all lands 21 |
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| 324 | 324 | | owned by the municipality which are deemed by the hub to be necessary or convenient for its 22 |
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| 325 | 325 | | purposes; 23 |
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| 326 | 326 | | (20) To organize and operate venture capital funds to provide capital to early-stage life 24 |
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| 327 | 327 | | science companies in the state in exchange for equity and pro rate distributions of net profits, which 25 |
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| 328 | 328 | | venture capital funds may be structured as general partnerships and/or limited partnerships with the 26 |
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| 329 | 329 | | hub as a general and/or limited partner, and limited liability companies, with the hub as a member 27 |
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| 330 | 330 | | or manger; provided that, no state funds appropriated to the hub, and no net profits received on 28 |
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| 331 | 331 | | such state funds, may be paid to any for-profit company or person investing in such venture capital 29 |
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| 332 | 332 | | funds; 30 |
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| 333 | 333 | | (21) To contract for the acquisition of any of its properties by the federal government; and 31 |
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| 334 | 334 | | to contract with any state, federal, or municipal agencies for the performance of any services 32 |
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| 335 | 335 | | essential or convenient to its purposes under this chapter; 33 |
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| 336 | 336 | | (22) To create, empower or otherwise establish one or more nonprofit corporations for the 34 |
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| 337 | 337 | | |
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| 338 | 338 | | |
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| 339 | 339 | | LC002189 - Page 10 of 13 |
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| 340 | 340 | | purpose of receiving charitable contributions for the benefit of the hub supporting the hub's 1 |
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| 341 | 341 | | corporate purposes and lessening the burdens of government, and whose organizational documents 2 |
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| 342 | 342 | | shall: 3 |
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| 343 | 343 | | (i) Include a conflict of interest policy; and 4 |
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| 344 | 344 | | (ii) Provide that, upon termination of such nonprofit corporation's existence, all right, title 5 |
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| 345 | 345 | | and interest in and to all such nonprofit corporation's assets shall vest in the hub, in another 6 |
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| 346 | 346 | | nonprofit corporation, or in the state; and 7 |
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| 347 | 347 | | (23) To take any actions necessary or convenient to the exercise of any power or the 8 |
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| 348 | 348 | | discharge of any duty provided for by this act. 9 |
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| 349 | 349 | | 23-99-6. Hub investment fund. 10 |
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| 350 | 350 | | (a) There shall be established and placed within the hub, a fund or funds to be known as 11 |
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| 351 | 351 | | the Rhode Island life science investment fund, hereinafter referred to as the “fund”, to be held by 12 |
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| 352 | 352 | | the hub to finance the operations and initiatives of the hub. The investment fund shall be credited 13 |
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| 353 | 353 | | any appropriations, bond proceeds, federal grants, or loans, or other such additional funds as are 14 |
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| 354 | 354 | | subject to the direction and control of the hub, which may properly be applied in furtherance of the 15 |
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| 355 | 355 | | objectives of the hub. 16 |
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| 356 | 356 | | (b) The investment fund shall be held and applied by the hub to make qualified investments, 17 |
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| 357 | 357 | | grants, research and other funding, and or loans designed to advance public purposes for the field 18 |
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| 358 | 358 | | of life science industry in the state and shall use the fund for such purposes. 19 |
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| 359 | 359 | | (c) The state shall not be liable for the payment of the principal of, or interest on, any bonds 20 |
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| 360 | 360 | | or notes of the hub, or for the performance of any pledge, mortgage, obligation, or agreement of 21 |
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| 361 | 361 | | any kind whatsoever that may be undertaken by the hub, and none of the bonds or notes of the hub 22 |
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| 362 | 362 | | nor any of its agreements or obligations shall be construed to constitute an indebtedness of the state. 23 |
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| 363 | 363 | | Payments related to any transaction involving, or investment by, the hub shall be payable solely 24 |
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| 364 | 364 | | from the fund assets, property or revenues of the hub. 25 |
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| 365 | 365 | | (d) All monies received by the hub pursuant to the authority of this chapter, whether as 26 |
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| 366 | 366 | | proceeds from the sale of bonds or as revenues, are deemed to be trust funds to be held and applied 27 |
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| 367 | 367 | | solely as provided in this chapter. Any officer with whom, or any bank or trust company with 28 |
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| 368 | 368 | | which, the monies are deposited, shall act as trustee of the monies and shall hold and apply the 29 |
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| 369 | 369 | | monies for the purposes of this chapter, subject to regulations as this chapter and the resolution 30 |
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| 370 | 370 | | authorizing the bonds of any issue or the trust agreement securing the bonds may provide. 31 |
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| 371 | 371 | | (d)(e) The board shall promulgate rules, regulations, or guidelines necessary to carry out 32 |
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| 372 | 372 | | the provisions of this section. 33 |
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| 373 | 373 | | SECTION 2. Chapter 23-99 of the General Laws entitled "The Rhode Island Life Science 34 |
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| 374 | 374 | | |
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| 375 | 375 | | |
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| 376 | 376 | | LC002189 - Page 11 of 13 |
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| 377 | 377 | | Hub Act" is hereby amended by adding thereto the following sections: 1 |
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| 378 | 378 | | 23-99-10. Exemption from taxation. 2 |
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| 379 | 379 | | (a) The exercise of the powers granted by this chapter shall be, in all respects, for the benefit 3 |
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| 380 | 380 | | of the people of this state, the increase of their commerce, welfare, and prosperity and for the 4 |
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| 381 | 381 | | improvement of their health and living conditions and will constitute the performance of an 5 |
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| 382 | 382 | | essential governmental function and the hub shall not be required to pay any taxes or assessments 6 |
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| 383 | 383 | | upon or in respect of any property or monies of the hub, levied by any municipality or political 7 |
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| 384 | 384 | | subdivision of the state; 8 |
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| 385 | 385 | | (b) The hub shall not be required to pay state taxes of any kind, and the hub, its property 9 |
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| 386 | 386 | | and monies and, except for estate, inheritance, and gift taxes, any bonds or notes issued under the 10 |
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| 387 | 387 | | provisions of this chapter and the income (including gain from sale or exchange) from these shall 11 |
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| 388 | 388 | | at all times be free from taxation of every kind by the state and by the municipalities and all political 12 |
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| 389 | 389 | | subdivisions of the state. The hub shall not be required to pay any transfer tax of any kind on 13 |
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| 390 | 390 | | account of instruments recorded by it or on its behalf. 14 |
|---|
| 391 | 391 | | 23-99-11. Agreement of the state. 15 |
|---|
| 392 | 392 | | The state does pledge to and agree with the holders of any bonds or notes issued under this 16 |
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| 393 | 393 | | chapter that the state will not limit or alter the rights vested in the Rhode Island life science hub to 17 |
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| 394 | 394 | | fulfill the terms of any agreements made with the holders until the bonds or notes, together with 18 |
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| 395 | 395 | | the interest on these bonds and notes, with interest on any unpaid installments of interest, and all 19 |
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| 396 | 396 | | costs and expenses in connection with any action or proceeding by or on behalf of the holders, are 20 |
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| 397 | 397 | | fully met and discharged. The hub is authorized to include this pledge and agreement of the state 21 |
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| 398 | 398 | | in any agreement with the holders of the bonds or notes. 22 |
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| 399 | 399 | | 23-99-12. Bonds eligible for investment. 23 |
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| 400 | 400 | | The notes and bonds of the hub shall be legal investments in which all public officers and 24 |
|---|
| 401 | 401 | | public bodies of this state, its political subdivisions, all municipalities and municipal subdivisions, 25 |
|---|
| 402 | 402 | | all insurance companies and associations and other persons carrying on an insurance business, all 26 |
|---|
| 403 | 403 | | banks, bankers, banking institutions including savings and loan associations, building and loan 27 |
|---|
| 404 | 404 | | associations, trust companies, savings banks and savings associations, investment companies and 28 |
|---|
| 405 | 405 | | other persons carrying on a banking business, all administrators, guardians, executors, trustees, and 29 |
|---|
| 406 | 406 | | other fiduciaries, and all other persons who are now or may hereafter be authorized to invest in 30 |
|---|
| 407 | 407 | | bonds or in other obligations of the state, may properly and legally invest funds, including capital, 31 |
|---|
| 408 | 408 | | in their control or belonging to them. The notes and bonds are also made securities which may 32 |
|---|
| 409 | 409 | | properly and legally be deposited with and received by all public officers and bodies of the state or 33 |
|---|
| 410 | 410 | | any agency or political subdivision of the state and all municipalities and public corporations for 34 |
|---|
| 411 | 411 | | |
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| 412 | 412 | | |
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| 413 | 413 | | LC002189 - Page 12 of 13 |
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| 414 | 414 | | any purpose for which the deposit of bonds or other obligations of the state is now or may hereafter 1 |
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| 415 | 415 | | be authorized by law. 2 |
|---|
| 416 | 416 | | 23-99-13. Lien status -- Recording. 3 |
|---|
| 417 | 417 | | Notwithstanding any provision of any other law, including the uniform commercial code: 4 |
|---|
| 418 | 418 | | (1) Any pledge or assignment of revenues of any kind, funds, property, or assets made 5 |
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| 419 | 419 | | pursuant to the provisions of this chapter by the hub shall be valid and binding against all parties 6 |
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| 420 | 420 | | having claims of any kind in tort, contract, or otherwise, whether or not the parties have notice 7 |
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| 421 | 421 | | thereof, and shall be deemed continuously perfected from the time it is made. 8 |
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| 422 | 422 | | (2) The revenues, funds, property, or assets, rights therein and thereto and proceeds so 9 |
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| 423 | 423 | | pledged and then held or thereafter acquired or received by the hub shall immediately be subject to 10 |
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| 424 | 424 | | the lien of such pledge without any physical delivery or segregation thereof or further act; 11 |
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| 425 | 425 | | (3) No filing of any kind with respect to a pledge or assignment need be made under the 12 |
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| 426 | 426 | | uniform commercial code, as amended, or otherwise; and 13 |
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| 427 | 427 | | (4) For the purposes of this section, the word "pledge" shall be construed to include the 14 |
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| 428 | 428 | | grant of a security interest under the uniform commercial code. 15 |
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| 429 | 429 | | SECTION 3. This act shall take effect upon passage. 16 |
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| 431 | 431 | | LC002189 |
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| 433 | 433 | | |
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| 434 | 434 | | |
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| 435 | 435 | | LC002189 - Page 13 of 13 |
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| 436 | 436 | | EXPLANATION |
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| 437 | 437 | | BY THE LEGISLATIVE COUNCIL |
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| 438 | 438 | | OF |
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| 439 | 439 | | A N A C T |
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| 440 | 440 | | RELATING TO HEALTH AND SAFETY -- THE RHODE ISLAND LIFE SCIENCE HUB |
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| 441 | 441 | | ACT |
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| 442 | 442 | | *** |
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| 443 | 443 | | This act would make technical amendments to the Rhode Island life science hub regarding 1 |
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| 444 | 444 | | the terms of the directors, advisory committees, powers, disposition of hub assets upon termination, 2 |
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| 445 | 445 | | and tax status as a governmental unit which is a separate legal entity from the state. The 3 |
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| 446 | 446 | | amendments would make the hub, its property, and its bonds exempt from federal, state and local 4 |
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| 447 | 447 | | taxes and would authorize the hub to form venture capital funds and nonprofits to accept donations 5 |
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| 448 | 448 | | for the hub's purposes. The amendments would make the president and CEO an ex officio member 6 |
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| 449 | 449 | | of the board of directors. 7 |
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| 450 | 450 | | This act would take effect upon passage. 8 |
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| 451 | 451 | | ======== |
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| 452 | 452 | | LC002189 |
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