§ 42-64-7.1 - Subsidiaries.
SECTION 42-64-7.1
§ 42-64-7.1 Subsidiaries. – (a) The parent corporation shall have the right to exercise and perform itspowers and functions, or any of them, through one or more subsidiarycorporations whose creation shall be approved and authorized by the generalassembly.
(2) Express approval and authorization of the generalassembly shall be deemed to have been given for all legal purposes on July 1,1995 for the creation and lawful management of a subsidiary corporation createdfor the management of the Quonset Point/Davisville Industrial Park, thatsubsidiary corporation being managed by a board of directors, the members ofwhich shall be constituted as follows: (A) two (2) members who shall beappointed by the town council of the town of North Kingstown; (B) two (2)members who shall be residents of the town of North Kingstown appointed by thegovernor; (C) four (4) members who shall be appointed by the governor; (D) thechairperson, who shall be the executive director of the Rhode Island economicdevelopment corporation; and (E) non-voting members, who shall include themembers of the general assembly whose districts are comprised in any part byareas located within the town of North Kingstown and one non-voting member whoshall be a resident of the town of Jamestown, appointed by the town council ofthe town of Jamestown. Upon receipt of approval and authorization from thegeneral assembly, the parent corporation by resolution of the board ofdirectors may direct any of its directors, officers, or employees to createsubsidiary corporations pursuant to chapter 1.2 or 6 of title 7 or in themanner described in subsection (b); provided, that the parent corporation shallnot have any power or authority to create, empower or otherwise establish anycorporation, subsidiary corporation, corporate body or any form of partnershipor any other separate entity, without the express approval and authorization ofthe general assembly.
(ii) The approval and authorization provided herein shallterminate upon the establishment of the Quonset Development Corporation asprovided for in chapter 64.10 of this title.
(iii) The Quonset Development Corporation shall be deemed asubsidiary of the Rhode Island economic development corporation:
(A) As set forth in § 42-64.10-6(c); and
(B) Insofar as it exercises any powers and duties delegatedto it by the corporation pursuant to this chapter for any project other than onreal and personal property owned, leased or under the control of thecorporation located in the town of North Kingstown, and the corporation shallbe deemed to have authority to delegate any of its powers, with the exceptionof the power to issue any form of negotiable bonds or notes and the power ofeminent domain, in order to accomplish the purposes of chapter 64.10 of thistitle; provided, however, that the corporation may, as provided for in thischapter, issue bonds or exercise the power of eminent domain on behalf of theQuonset Development Corporation or to undertake a project of the QuonsetDevelopment Corporation.
(b) As used in this section, "subsidiary public corporation"means a corporation created pursuant to the provisions of this section. Theperson or persons directed by the resolution referred to in subsection (a)shall prepare articles of incorporation setting forth: (1) the name of thesubsidiary public corporation; (2) the period of duration, which may beperpetual; (3) the purpose or purposes for which the subsidiary publiccorporation is organized which shall not be more extensive than the purposes ofthe corporation set forth in § 42-64-5; (4) the number of directors (whichmay, but need not be, more than one) constituting the initial board ofdirectors and their names and business or residence addresses; (5) the name andbusiness or residence address of the person preparing the articles ofincorporation; (6) the date when corporate existence shall begin (which shallnot be earlier than the filing of the articles of incorporation with thesecretary of state as provided in this subsection); (7) any provision, notinconsistent with law, which the board of directors elect to set forth in thearticles of incorporation for the regulation of the internal affairs of thesubsidiary public corporation; and (8) a reference to the form of authorizationand approval by the general assembly and to the resolution of the board ofdirectors authorizing the preparation of the articles of incorporation.Duplicate originals of the articles of incorporation shall be delivered to thesecretary of state. If the secretary of state finds that the articles ofincorporation conform to the provisions of this subsection, the secretary shallendorse on each of the duplicate originals the word "Filed," and the month, dayand year of the filing; file one of the duplicate originals in his or heroffice; and a certificate of incorporation to which the secretary shall affixthe other duplicate original. No filing fees shall be payable upon the filingof articles of incorporation. Upon the issuance of the certificate ofincorporation or upon a later date specified in the articles of incorporation,the corporate existence shall begin and the certificate of incorporation shallbe conclusive evidence that all conditions precedent required to be performedhave been complied with and that the subsidiary public corporation has beenduly and validly incorporated under the provisions hereof. The parentcorporation may transfer to any subsidiary public corporation any moneys, real,personal, or mixed property or any project in order to carry out the purposesof this chapter. Each subsidiary public corporation shall have all the powers,privileges, rights, immunities, tax exemptions, and other exemptions of theparent corporation except to the extent that the articles of incorporation ofthe subsidiary public corporation shall contain an express limitation andexcept that the subsidiary public corporation shall not have the condemnationpower contained in § 42-64-9, nor shall it have the powers contained in,or otherwise be subject to, the provisions of § 42-64-12 and §42-64-13(a), nor shall it have the power to create, empower or otherwiseestablish any corporation, subsidiary corporation, corporate body, any form ofpartnership, or any other separate entity, without the express approval andauthorization of the general assembly.
(c) Any subsidiary corporation shall not be subject to theprovisions of § 42-64-8(a), (c), and (d), except as otherwise provided inthe articles of incorporation of the subsidiary corporation.
(d) The Rhode Island economic development corporation, as theparent corporation of the Rhode Island Airport Corporation, shall not be liablefor the debts or obligations or for any actions or inactions of the RhodeIsland Airport Corporation, unless the Rhode Island economic developmentcorporation expressly agrees otherwise in writing.
(e) The East Providence Waterfront District shall, with theapproval of its commission and the board of directors of the corporation, be asubsidiary of the Rhode Island economic development corporation for thepurposes of exercising such powers of the corporation as the board of directorsshall determine, and notwithstanding the requirements of subsection (b), theact creating the District shall be deemed fully satisfactory for the purposesof this section regarding the establishment of subsidiary public corporations,and the express approval and authorization of the general assembly shall bedeemed to have been given for all legal purposes for the creation and lawfulmanagement of a subsidiary corporation created for the purposes of implementingthe purposes of the District.
(f) The parent corporation is hereby authorized and empoweredto create a subsidiary corporation for the expressed purpose to issue bonds andnotes of the type and for those projects and purposes specified in the JointResolution and Act of the general assembly adopted by the Rhode Island house ofrepresentatives and the Rhode Island senate.