§ 3 — Creation; public instrumentality; board of directors; officers and employees

Section 3. (a) There is hereby created a body politic and corporate, to be known as the Community Economic Development Assistance Corporation or CEDAC. CEDAC is hereby constituted a public instrumentality and the exercise by CEDAC of the power conferred by this chapter shall be deemed to be performance of an essential governmental function.[ Second paragraph of subsection (a) effective until May 30, 2023. For text effective May 30, 2023, see below.]The corporation is hereby placed in the department of housing and community development but shall not be subject to the supervision or control of any executive office, department, division, commission, board, bureau or agency except to the extent and in the manner provided by law.[ Second paragraph of subsection (a) as amended by 2023, 7, Sec. 172 effective May 30, 2023. See 2023, 7, Sec. 298. For text effective until May 30, 2023, see above.]The corporation is hereby placed in the executive office of housing and livable communities but shall not be subject to the supervision or control of any executive office, department, division, commission, board, bureau or agency except to the extent and in the manner provided by law.[ Subsection (b) effective until May 30, 2023. For text effective May 30, 2023, see below.](b) The corporation shall be governed and its corporate powers exercised by a board of directors, which shall consist of 9 directors, 1 of whom shall be the secretary of the housing and economic development or a designee, who shall serve as chair, 3 of whom shall be appointed by the governor from among persons who are officers or employees of the commonwealth having related program responsibilities and five other persons appointed by the governor, one of whom shall be a member of a CDC, one of whom shall be a representative of a community action program, one of whom shall be familiar with economic development finance, and two of whom shall be experienced in community economic development. Each member appointed by the governor, who is not an officer or employee of the commonwealth, shall serve for a term of five years, except that in making the initial appointments the governor shall appoint one member to serve for one year, one member to serve for two years, one member to serve for three years, one member to serve for four years, and one member to serve for five years. Any person appointed to fill a vacancy in the office of a member shall be appointed in a like manner as and shall serve for only the unexpired term of such member. Any member shall be eligible for reappointment. Any member may be removed from his appointment by the governor for cause.[ Subsection (b) as amended by 2023, 7, Sec. 173 effective May 30, 2023. See 2023, 7, Sec. 298. For text effective until May 30, 2023, see above.](b) The corporation shall be governed and its corporate powers exercised by a board of directors, which shall consist of 9 directors, 1 of whom shall be the secretary of the housing and livable communities or a designee, who shall serve as chair, 3 of whom shall be appointed by the governor from among persons who are officers or employees of the commonwealth having related program responsibilities and five other persons appointed by the governor, one of whom shall be a member of a CDC, one of whom shall be a representative of a community action program, one of whom shall be familiar with economic development finance, and two of whom shall be experienced in community economic development. Each member appointed by the governor, who is not an officer or employee of the commonwealth, shall serve for a term of five years, except that in making the initial appointments the governor shall appoint one member to serve for one year, one member to serve for two years, one member to serve for three years, one member to serve for four years, and one member to serve for five years. Any person appointed to fill a vacancy in the office of a member shall be appointed in a like manner as and shall serve for only the unexpired term of such member. Any member shall be eligible for reappointment. Any member may be removed from his appointment by the governor for cause.(c) Five members of the board shall constitute a quorum and the affirmative vote of five members shall be necessary for any action to be taken by the board. The members of the board shall serve without compensation, but each member shall be entitled to reimbursement for his actual and necessary expenses incurred in the performance of his official duties.(d) The provisions of chapter two hundred sixty-eight A shall apply to all directors, officers and employees of CEDAC, except that the corporation may purchase from, sell to, borrow from, loan to, contract with or otherwise deal with any eligible organization in which any director of the corporation is in any way interested or involved; provided, that such interest or involvement is disclosed in advance to the members of the board and recorded in the minutes of the board; and provided, further, that no director having such an interest or involvement may participate in any decision of the board relating to such eligible organization.(e) The board shall hire an executive director and shall establish his salary. The executive director shall be the chief administrative and operational officer of the corporation and shall direct and supervise its administrative affairs and general management. The executive director may, subject to the general supervision of the board, employ other employees, consultants, agents, including counsel, and advisors, and shall attend meetings of the board.(f) Neither CEDAC nor any of its officers, agents, employees, consultants or advisors shall be subject to the provisions of sections nine A, forty-five, forty-six and fifty-two of chapter thirty or to chapter thirty-one, or to the provisions of chapter two hundred of the acts of nineteen hundred and seventy-six.(g) The directors shall annually elect one of their members as vice chairman and designate a secretary and a treasurer who need not be members of the board. The secretary shall keep a record of the proceedings of the corporation and shall be the custodian of all books, documents, and papers filed with the corporation, the minute books of the corporation and its official seal. The secretary shall cause copies to be made of all minutes and other records and documents of the corporation and shall certify that such copies are true copies, and all persons dealing with the corporation may rely upon such certification.(h) All officers and employees of CEDAC having access to its cash or negotiable securities shall give bond to CEDAC, at its expense in such amount and with such surety as the board may prescribe. The persons required to give bond may be included in one or more blanket or scheduled bonds.