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| 4 | 4 | | |
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| 5 | 5 | | 2025 -- S 0211 |
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| 6 | 6 | | ======== |
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| 7 | 7 | | LC000943 |
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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 STATE AFFAIRS AND GOVERNMENT -- RHODE ISLAND COMM ERCE |
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| 16 | 16 | | CORPORATION |
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| 17 | 17 | | Introduced By: Senators McKenney, LaMountain, and Appollonio |
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| 18 | 18 | | Date Introduced: February 07, 2025 |
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| 19 | 19 | | Referred To: Senate Judiciary |
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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. Section 42-64-7.1 of the General Laws in Chapter 42-64 entitled "Rhode 1 |
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| 24 | 24 | | Island Commerce Corporation" is hereby amended to read as follows: 2 |
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| 25 | 25 | | 42-64-7.1. Subsidiaries. 3 |
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| 26 | 26 | | (a)(1) The parent corporation shall have the right to exercise and perform its powers and 4 |
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| 27 | 27 | | functions, or any of them, through one or more subsidiary corporations whose creation shall be 5 |
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| 28 | 28 | | approved and authorized by the general assembly. 6 |
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| 29 | 29 | | (2)(i) Express approval and authorization of the general assembly shall be deemed to have 7 |
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| 30 | 30 | | been given for all legal purposes on July 1, 1995, for the creation and lawful management of a 8 |
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| 31 | 31 | | subsidiary corporation created for the management of the Quonset Point/Davisville Industrial Park, 9 |
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| 32 | 32 | | that subsidiary corporation being managed by a board of directors, the members of which shall be 10 |
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| 33 | 33 | | constituted as follows: (A) two (2) members who shall be appointed by the town council of the 11 |
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| 34 | 34 | | town of North Kingstown; (B) two (2) members who shall be residents of the town of North 12 |
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| 35 | 35 | | Kingstown appointed by the governor; (C) four (4) members who shall be appointed by the 13 |
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| 36 | 36 | | governor; (D) the chairperson, who shall be: (i) the executive director of the Rhode Island economic 14 |
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| 37 | 37 | | development corporation until such time that the secretary of commerce is appointed; (ii) upon the 15 |
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| 38 | 38 | | appointment of a secretary of commerce, the chief executive officer of the Rhode Island commerce 16 |
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| 39 | 39 | | corporation, who also shall be the secretary of the Rhode Island executive office of commerce; and 17 |
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| 40 | 40 | | (E) non-voting members, who shall include the members of the general assembly whose districts 18 |
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| 41 | 41 | | |
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| 42 | 42 | | |
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| 43 | 43 | | LC000943 - Page 2 of 6 |
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| 44 | 44 | | are comprised in any part by areas located within the town of North Kingstown and one non-voting 1 |
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| 45 | 45 | | member who shall be a resident of the town of Jamestown, appointed by the town council of the 2 |
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| 46 | 46 | | town of Jamestown. Upon receipt of approval and authorization from the general assembly, the 3 |
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| 47 | 47 | | parent corporation by resolution of the board of directors may direct any of its directors, officers, 4 |
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| 48 | 48 | | or employees to create subsidiary corporations pursuant to chapter 1.2 or 6 of title 7 or in the manner 5 |
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| 49 | 49 | | described in subsection (b); provided, that the parent corporation shall not have any power or 6 |
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| 50 | 50 | | authority to create, empower, or otherwise establish any corporation, subsidiary corporation, 7 |
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| 51 | 51 | | corporate body or any form of partnership or any other separate entity, without the express approval 8 |
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| 52 | 52 | | and authorization of the general assembly. 9 |
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| 53 | 53 | | (ii) The approval and authorization provided herein shall terminate upon the establishment 10 |
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| 54 | 54 | | of the Quonset Development Corporation as provided for in chapter 64.10 of this title. 11 |
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| 55 | 55 | | (iii) The Quonset Development Corporation shall be deemed a subsidiary of the Rhode 12 |
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| 56 | 56 | | Island commerce corporation: 13 |
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| 57 | 57 | | (A) As set forth in § 42-64.10-6(3); and 14 |
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| 58 | 58 | | (B) Insofar as it exercises any powers and duties delegated to it by the corporation pursuant 15 |
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| 59 | 59 | | to this chapter for any project other than on real and personal property owned, leased, or under the 16 |
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| 60 | 60 | | control of the corporation located in the town of North Kingstown, and the corporation shall be 17 |
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| 61 | 61 | | deemed to have authority to delegate any of its powers, with the exception of the power to issue 18 |
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| 62 | 62 | | any form of negotiable bonds or notes and the power of eminent domain, in order to accomplish 19 |
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| 63 | 63 | | the purposes of chapter 64.10 of this title; provided, however, that the corporation may, as provided 20 |
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| 64 | 64 | | for in this chapter, issue bonds or exercise the power of eminent domain on behalf of the Quonset 21 |
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| 65 | 65 | | Development Corporation or to undertake a project of the Quonset Development Corporation. 22 |
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| 66 | 66 | | (b) As used in this section, “subsidiary public corporation” means a corporation created 23 |
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| 67 | 67 | | pursuant to the provisions of this section. The person or persons directed by the resolution referred 24 |
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| 68 | 68 | | to in subsection (a) shall prepare articles of incorporation setting forth: (1) the name of the 25 |
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| 69 | 69 | | subsidiary public corporation; (2) the period of duration, which may be perpetual; (3) the purpose 26 |
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| 70 | 70 | | or purposes for which the subsidiary public corporation is organized which shall not be more 27 |
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| 71 | 71 | | extensive than the purposes of the corporation set forth in § 42-64-5; (4) the number of directors 28 |
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| 72 | 72 | | (which may, but need not be, more than one) constituting the initial board of directors and their 29 |
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| 73 | 73 | | names and business or residence addresses; (5) the name and business or residence address of the 30 |
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| 74 | 74 | | person preparing the articles of incorporation; (6) the date when corporate existence shall begin 31 |
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| 75 | 75 | | (which shall not be earlier than the filing of the articles of incorporation with the secretary of state 32 |
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| 76 | 76 | | as provided in this subsection); (7) any provision, not inconsistent with law, that the board of 33 |
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| 77 | 77 | | directors elect to set forth in the articles of incorporation for the regulation of the internal affairs of 34 |
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| 78 | 78 | | |
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| 79 | 79 | | |
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| 80 | 80 | | LC000943 - Page 3 of 6 |
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| 81 | 81 | | the subsidiary public corporation; and (8) a reference to the form of authorization and approval by 1 |
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| 82 | 82 | | the general assembly and to the resolution of the board of directors authorizing the preparation of 2 |
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| 83 | 83 | | the articles of incorporation. Duplicate originals of the articles of incorporation shall be delivered 3 |
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| 84 | 84 | | to the secretary of state. If the secretary of state finds that the articles of incorporation conform to 4 |
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| 85 | 85 | | the provisions of this subsection, the secretary shall endorse on each of the duplicate originals the 5 |
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| 86 | 86 | | word “Filed,” and the month, day, and year of the filing; file one of the duplicate originals in the 6 |
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| 87 | 87 | | secretary's office; and a certificate of incorporation to which the secretary shall affix the other 7 |
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| 88 | 88 | | duplicate original. No filing fees shall be payable upon the filing of articles of incorporation. Upon 8 |
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| 89 | 89 | | the issuance of the certificate of incorporation or upon a later date specified in the articles of 9 |
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| 90 | 90 | | incorporation, the corporate existence shall begin and the certificate of incorporation shall be 10 |
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| 91 | 91 | | conclusive evidence that all conditions precedent required to be performed have been complied 11 |
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| 92 | 92 | | with and that the subsidiary public corporation has been duly and validly incorporated under the 12 |
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| 93 | 93 | | provisions hereof. The parent corporation may transfer to any subsidiary public corporation any 13 |
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| 94 | 94 | | moneys, real, personal, or mixed property or any project in order to carry out the purposes of this 14 |
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| 95 | 95 | | chapter. Each subsidiary public corporation shall have all the powers, privileges, rights, immunities, 15 |
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| 96 | 96 | | tax exemptions, and other exemptions of the parent corporation except to the extent that the articles 16 |
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| 97 | 97 | | of incorporation of the subsidiary public corporation shall contain an express limitation and except 17 |
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| 98 | 98 | | that the subsidiary public corporation shall not have the condemnation power contained in § 42-18 |
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| 99 | 99 | | 64-9, nor shall it have the powers contained in, or otherwise be subject to, the provisions of § 42-19 |
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| 100 | 100 | | 64-12 and § 42-64-13(a), nor shall it have the power to create, empower, or otherwise establish 20 |
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| 101 | 101 | | any corporation, subsidiary corporation, corporate body, any form of partnership, or any other 21 |
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| 102 | 102 | | separate entity, without the express approval and authorization of the general assembly. 22 |
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| 103 | 103 | | (c) Any subsidiary corporation shall not be subject to the provisions of § 42-64-8(a), (c), 23 |
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| 104 | 104 | | and (d), except as otherwise provided in the articles of incorporation of the subsidiary corporation. 24 |
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| 105 | 105 | | (d) The Rhode Island commerce corporation, as the parent corporation of the Rhode Island 25 |
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| 106 | 106 | | Airport Corporation, shall not be liable for the debts or obligations or for any actions or inactions 26 |
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| 107 | 107 | | of the Rhode Island Airport Corporation, unless the Rhode Island commerce corporation expressly 27 |
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| 108 | 108 | | agrees otherwise in writing. 28 |
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| 109 | 109 | | (e) The East Providence Waterfront District shall, with the approval of its commission and 29 |
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| 110 | 110 | | the board of directors of the corporation, be a subsidiary of the Rhode Island commerce corporation 30 |
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| 111 | 111 | | for the purposes of exercising such powers of the corporation as the board of directors shall 31 |
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| 112 | 112 | | determine, and notwithstanding the requirements of subsection (b), the act creating the District shall 32 |
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| 113 | 113 | | be deemed fully satisfactory for the purposes of this section regarding the establishment of 33 |
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| 114 | 114 | | subsidiary public corporations, and the express approval and authorization of the general assembly 34 |
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| 115 | 115 | | |
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| 116 | 116 | | |
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| 117 | 117 | | LC000943 - Page 4 of 6 |
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| 118 | 118 | | shall be deemed to have been given for all legal purposes for the creation and lawful management 1 |
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| 119 | 119 | | of a subsidiary corporation created for the purposes of implementing the purposes of the District. 2 |
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| 120 | 120 | | (f) The parent corporation is hereby authorized and empowered to create a subsidiary 3 |
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| 121 | 121 | | corporation for the expressed purpose to issue bonds and notes of the type and for those projects 4 |
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| 122 | 122 | | and purposes specified in the Joint Resolution and Act of the general assembly adopted by the 5 |
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| 123 | 123 | | Rhode Island house of representatives and the Rhode Island senate. 6 |
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| 124 | 124 | | (g) The I-195 redevelopment district shall be a subsidiary of the Rhode Island commerce 7 |
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| 125 | 125 | | corporation for the purposes of exercising such powers of the corporation as the board of directors 8 |
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| 126 | 126 | | shall determine, and notwithstanding the requirements of subsection (b), the chapter creating the 9 |
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| 127 | 127 | | district shall be deemed fully satisfactory for the purposes of this section regarding the 10 |
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| 128 | 128 | | establishment of subsidiary public corporations, and the express approval and authorization of the 11 |
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| 129 | 129 | | general assembly shall be deemed to have been given for all legal purposes for the creation and 12 |
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| 130 | 130 | | lawful management of a subsidiary corporation created for the purposes of implementing the 13 |
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| 131 | 131 | | purposes of the district. 14 |
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| 132 | 132 | | (h) The Rhode Island airport corporation — appointment of directors: 15 |
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| 133 | 133 | | The board of directors of the Rhode Island airport corporation shall consist of seven (7) 16 |
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| 134 | 134 | | members: The board of directors shall have extensive experience in the fields of finance, business, 17 |
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| 135 | 135 | | construction, and/or organized labor. 18 |
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| 136 | 136 | | The governor of the State of Rhode Island shall appoint, with the advice and consent of the 19 |
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| 137 | 137 | | senate when nominated to serve, the seven (7) members of the board of directors. The mayor of 20 |
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| 138 | 138 | | Warwick shall, within thirty (30) days of the effective date of this section, submit a list of three (3) 21 |
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| 139 | 139 | | individuals that the governor shall give due consideration in appointing one individual from this 22 |
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| 140 | 140 | | list. The governor shall appoint the remaining six (6) members without regard to the list provided 23 |
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| 141 | 141 | | by the mayor of Warwick. One director shall be appointed for a term of one year; two (2) directors, 24 |
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| 142 | 142 | | one of whom is an appointment of the governor, shall be an individual appointed after due 25 |
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| 143 | 143 | | consideration of the list submitted by the mayor of Warwick, shall be appointed for a term of two 26 |
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| 144 | 144 | | (2) years; three (3) directors shall be appointed for a term of three (3) years; and one director shall 27 |
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| 145 | 145 | | be appointed for a term of four (4) years. Appointments made thereafter shall be for four-year (4) 28 |
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| 146 | 146 | | terms. 29 |
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| 147 | 147 | | Any vacancy occurring in the board of directors shall be filled by the governor of the State 30 |
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| 148 | 148 | | of Rhode Island with the advice and consent of the senate in the same manner prescribed for the 31 |
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| 149 | 149 | | original appointments. 32 |
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| 150 | 150 | | A director appointed to fill a vacancy of a director appointed by the governor of the State 33 |
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| 151 | 151 | | of Rhode Island shall be appointed with the advice and consent of the senate for the unexpired 34 |
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| 152 | 152 | | |
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| 153 | 153 | | |
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| 154 | 154 | | LC000943 - Page 5 of 6 |
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| 155 | 155 | | portion of the term of office of the director whose vacancy is to be filled. 1 |
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| 156 | 156 | | All members of the board of directors of the Rhode Island airport corporation shall serve 2 |
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| 157 | 157 | | without compensation. 3 |
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| 158 | 158 | | SECTION 2. This act shall take effect upon passage. 4 |
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| 159 | 159 | | ======== |
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| 160 | 160 | | LC000943 |
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| 162 | 162 | | |
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| 163 | 163 | | |
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| 164 | 164 | | LC000943 - Page 6 of 6 |
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| 165 | 165 | | EXPLANATION |
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| 166 | 166 | | BY THE LEGISLATIVE COUNCIL |
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| 167 | 167 | | OF |
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| 168 | 168 | | A N A C T |
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| 169 | 169 | | RELATING TO STATE AFFAIRS AND GOVERNMENT -- RHODE ISLAND COMMERCE |
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| 170 | 170 | | CORPORATION |
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| 171 | 171 | | *** |
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| 172 | 172 | | This act would require that one of the seven (7) directors of the Rhode Island airport 1 |
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| 173 | 173 | | corporation be appointed by the governor after the governor gives due consideration to a list of 2 |
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| 174 | 174 | | individuals submitted by the mayor of the city of Warwick. 3 |
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| 175 | 175 | | This act would take effect upon passage. 4 |
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| 176 | 176 | | ======== |
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| 177 | 177 | | LC000943 |
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