§ 42-99-4 - Creation of a corporation – Composition – Personnel – Compensation.
SECTION 42-99-4
§ 42-99-4 Creation of a corporation –Composition – Personnel – Compensation. – (a) There is created and established a public corporation of the state, havinga distinct legal existence from the state and not constituting a department ofthe state government, with those corporate powers that are set forth in thischapter to be known as "convention center authority", or by any other name thatthe board of commissioners may select which appropriately identifies thecorporation's activities or location, to carry out the provisions of thischapter. The corporation is constituted a public instrumentality exercisingpublic and essential governmental functions, and the exercise by thecorporation of the powers conferred by this chapter shall be deemed and held tobe the performance of an essential governmental function of the state. Thecorporation shall be deemed a "state agency or department" for the purposes ofchapter 75.2 of this title. It is the intent of the general assembly by thepassage of this chapter to incorporate a public corporation and instrumentalityand agency of the state for the purpose of carrying on the activitiesauthorized, and to vest that corporation with all powers, authority, rights,privileges, and titles that may be necessary to enable it to accomplish thosepurposes. This chapter shall be liberally construed in conformity with thepurpose expressed.
(b) The corporation is created, established, and incorporatedfor the following purposes: to construct, manage, and operate a conventioncenter and to acquire by purchase or otherwise land therefor.
(c) The convention center shall be located in one of thecities or towns in the state in which the mayor (if a city) or a president ofthe town council (if a town) and the governor agree that the convention centershall be located.
(d) The powers of the corporation shall be vested in a boardof commissioners having nine (9) members through June 30, 2006 and eleven (11)members thereafter, who shall be appointed in the manner set forth in thissection. Forthwith upon the enactment of this chapter, the governor and chiefmunicipal officer (sometimes referred to as the "appointing authorities") willeach appoint four (4) commissioners for terms ending respectively on June 30,1988, June 30, 1989, and June 30, 1990, and June 30, 1991, and thereafter untiltheir respective successors are appointed and shall have qualified. Beginningon June 30, 1988, and on each June 30 thereafter, the appointing authoritiesshall appoint commissioners to succeed the commissioners whose terms are thenending and to serve for terms of four (4) years.
Notwithstanding the foregoing, on and after June 30, 1991 thegovernor shall have the power to appoint seven (7) commissioners and theappropriate municipal authority shall have the power to appoint three (3)commissioners to serve for terms of four (4) years. This change shall beeffected as follows:
On June 30, 1991 and June 30, 1992, the governor shallappoint a commissioner to succeed one commissioner, previously appointed by thegovernor whose term is then ending to serve terms of four (4) years. On June30, 1991 and June 30, 1992 the chief municipal officer shall appoint acommissioner to succeed one commissioner, previously appointed by the chiefmunicipal officer, whose term is then ending, to serve terms of four (4) years.On June 30, 1993 and on June 30, 1994, the governor shall appoint bothcommissioners to succeed the commissioners whose terms are then ending, toserve for terms of four (4) years. On July 1, 2006 the governor and the citycouncil of the city of Providence shall each appoint one additionalcommissioner, to serve terms of four (4) years. The appointments by thegovernor are designated "gubernatorial commissioners". The commissionersappointed by the chief municipal officer or the city council of the city ofProvidence are designated "municipal commissioners". The governor and theappropriate municipal authority shall have the power to appoint commissionersto succeed the gubernatorial commissioners and the municipal commissionersrespectively when the terms of the gubernatorial commissioners and themunicipal commissioners end, for a period of four (4) years.
(ii) Forthwith upon the enactment of this chapter, thegovernor and the chief municipal officer will jointly appoint a ninth (9th)commissioner who will act as chairperson of the corporation and whose four (4)year term will end on June 30, 1991. On June 30, 1991, the governor shallappoint a ninth (9th) commissioner who will serve as chairperson until theexpiration of a second full four (4) year term on June 30, 1995. Thereafter,the ninth (9th) or, as appropriate after July 1, 2006, the eleventh (11th),commissioner will be appointed (for successive four (4) year terms) by thegovernor and the chairperson will be elected from among its members by theboard of commissioners.
(iii) All commissioners, whether appointed by the governor,the chief municipal officer or the city council of Providence shall require theadvice and consent of the senate.
(e) Any commissioner may be reappointed with the advice andconsent of the senate for successive terms. Any commissioner may be removed bythe appointing authority for misfeasance, malfeasance or willful neglect ofduty. Any vacancy resulting from the death, disability, or other failure of acommissioner to continue to serve may be filled by the person given the powerto make the original appointment.
(f) The board of commissioners shall elect from among itsmembers, a vice chairperson, any other officers that they may determine,including a secretary and a treasurer, and, beginning on July 1, 1995, achairperson. Meetings shall be held at the call of the chairperson or whenevertwo (2) commissioners request. Action by the corporation may be taken by theboard of commissioners at any regular or special meeting at which a quorum ispresent. Five (5) commissioners of the corporation shall constitute a quorumfor meetings prior to July 1, 2006, and six (6) commissioners of thecorporation shall constitute a quorum for meetings thereafter. Any action takenby the corporation under the provisions of this chapter shall require theaffirmative vote of not less than five (5) commissioners for meetings prior toJuly 1, 2006, and six (6) commissioners for meetings thereafter. No vacancy inthe membership of the corporation shall impair the right of a quorum toexercise all of the rights and perform all of the duties of the corporation.
(g) Commissioners shall receive no compensation for theperformance of their duties, but each commissioner shall be reimbursed for hisor her reasonable expenses incurred in carrying out the duties under thischapter.
(h) Notwithstanding the provisions of any other law, noofficer or employee of the state shall be deemed to have forfeited or shallforfeit his or her office or employment by reason of his or her acceptance ofmembership of the corporation or his or her service thereto.
(i) The commissioners may employ an executive director whoshall administer, manage, and direct the affairs and business of thecorporation, subject to the policies, control, and direction of thecommissioners. The commissioners may employ technical experts and any otherofficers and agents and fix their qualification, duties, and compensation. Theexecutive director and technical experts, officers, agents, and attorneys soemployed shall not be subject to the provisions of the classified service. Thecommissioners may employ other employees, permanent and temporary, as they deemnecessary. The commissioners may delegate to one or more of the corporation'sagents or employees those administrative duties they may deem proper.
(j) The commissioners may authorize the engagement of anyother person, corporation, or other entity including, without limiting thegenerality of the foregoing, any public body corporate and politic locatedwithin the municipality as they may select to undertake the staffing andmanagement of the convention center (including the scheduling of events andrelated activities) upon any terms and for any periods of time that they maydeem proper.
(k) The secretary shall keep a record of the proceedings ofthe corporation and shall be custodian of all books, documents, and papersfiled with the corporation and of its minute book and seal. The secretary shallhave the authority to cause to be made copies of all minutes and other recordsand documents of the corporation and to give certificates under the seal of thecorporation to the effect that the copies are true copies and all personsdealing with the corporation may rely upon the certificates.
(l) No part of the net earnings of the corporation shall bedistributable to, or inure to the benefit of, any private person.