§ 42-99-4. Creation of a corporation — Composition — Personnel — Compensation.
(a) There is created and established a public corporation of the state, having a distinct
legal existence from the state and not constituting a department of the state government,
with those corporate powers that are set forth in this chapter to be known as "convention
center authority,� or by any other name that the board of commissioners may select
which appropriately identifies the corporation's activities or location, to carry
out the provisions of this chapter. The corporation is constituted a public instrumentality
exercising public and essential governmental functions, and the exercise by the corporation
of the powers conferred by this chapter shall be deemed and held to be the performance
of an essential governmental function of the state. The corporation shall be deemed
a "state agency or department� for the purposes of chapter 75.2 of this title. It
is the intent of the general assembly by the passage of this chapter to incorporate
a public corporation and instrumentality and agency of the state for the purpose of
carrying on the activities authorized, and to vest that corporation with all powers,
authority, rights, privileges, and titles that may be necessary to enable it to accomplish
those purposes. This chapter shall be liberally construed in conformity with the purpose
expressed.
(b) The corporation is created, established, and incorporated for the following purposes:
to construct, manage, and operate a convention center and to acquire by purchase or
otherwise land therefor.
(c) The convention center shall be located in one of the cities or towns in the state
in which the mayor (if a city) or a president of the town council (if a town) and
the governor agree that the convention center shall be located.
(d)(1) The powers of the corporation shall be vested in a board of commissioners having nine
(9) members through June 30, 2006, and eleven (11) members thereafter, who shall be
appointed in the manner set forth in this section. Forthwith upon the enactment of
this chapter, the governor and chief municipal officer (sometimes referred to as the
"appointing authorities�) will each 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 until their respective successors are appointed and shall have qualified.
Beginning on June 30, 1988, and on each June 30 thereafter, the appointing authorities
shall appoint commissioners to succeed the commissioners whose terms are then ending
and to serve for terms of four (4) years.
Notwithstanding the foregoing, on and after June 30, 1991, the governor shall have
the power to appoint seven (7) commissioners and the appropriate municipal authority
shall have the power to appoint three (3) commissioners to serve for terms of four
(4) years. This change shall be effected as follows:
On June 30, 1991, and June 30, 1992, the governor shall appoint a commissioner to
succeed one commissioner, previously appointed by the governor whose term is then
ending to serve terms of four (4) years. On June 30, 1991, and June 30, 1992, the
chief municipal officer shall appoint a commissioner to succeed one commissioner,
previously appointed by the chief municipal 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 both commissioners to succeed the commissioners whose terms are then
ending, to serve for terms of four (4) years. On July 1, 2006, the governor and the
city council of the city of Providence shall each appoint one additional commissioner,
to serve terms of four (4) years. The appointments by the governor are designated
"gubernatorial commissioners.� The commissioners appointed by the chief municipal
officer or the city council of the city of Providence are designated "municipal commissioners.�
The governor and the appropriate municipal authority shall have the power to appoint
commissioners to succeed the gubernatorial commissioners and the municipal commissioners
respectively when the terms of the gubernatorial commissioners and the municipal commissioners
end, for a period of four (4) years.
(2) Forthwith upon the enactment of this chapter, the governor and the chief municipal
officer will jointly appoint a ninth (9th) commissioner who will act as chairperson
of the corporation and whose four-year (4) term will end on June 30, 1991. On June
30, 1991, the governor shall appoint a ninth (9th) commissioner who will serve as
chairperson until the expiration of a second full four-year (4) 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-year (4) terms) by the governor
and the chairperson will be elected from among its members by the board of commissioners.
(3) All commissioners, whether appointed by the governor, the chief municipal officer,
or the city council of Providence shall require the advice and consent of the senate.
(e) Any commissioner may be reappointed with the advice and consent of the senate for
successive terms. Any commissioner may be removed by the appointing authority for
misfeasance, malfeasance, or willful neglect of duty. Any vacancy resulting from the
death, disability, or other failure of a commissioner to continue to serve may be
filled by the person given the power to make the original appointment.
(f) The board of commissioners shall elect from among its members, a vice chairperson,
any other officers that they may determine, including a secretary and a treasurer,
and, beginning on July 1, 1995, a chairperson. Meetings shall be held at the call
of the chairperson or whenever two (2) commissioners request. Action by the corporation
may be taken by the board of commissioners at any regular or special meeting at which
a quorum is present. Five (5) commissioners of the corporation shall constitute a
quorum for meetings prior to July 1, 2006, and six (6) commissioners of the corporation
shall constitute a quorum for meetings thereafter. Any action taken by the corporation
under the provisions of this chapter shall require the affirmative vote of not less
than five (5) commissioners for meetings prior to July 1, 2006, and six (6) commissioners
for meetings thereafter. No vacancy in the membership of the corporation shall impair
the right of a quorum to exercise all of the rights and perform all of the duties
of the corporation.
(g) Commissioners shall receive no compensation for the performance of their duties, but
each commissioner shall be reimbursed for his or her reasonable expenses incurred
in carrying out the duties under this chapter.
(h) Notwithstanding the provisions of any other law, no officer or employee of the state
shall be deemed to have forfeited or shall forfeit his or her office or employment
by reason of his or her acceptance of membership of the corporation or his or her
service thereto.
(i) The commissioners may employ an executive director who shall administer, manage, and
direct the affairs and business of the corporation, subject to the policies, control,
and direction of the commissioners. The commissioners may employ technical experts
and any other officers and agents and fix their qualification, duties, and compensation.
The executive director and technical experts, officers, agents, and attorneys so employed
shall not be subject to the provisions of the classified service. The commissioners
may employ other employees, permanent and temporary, as they deem necessary. The commissioners
may delegate to one or more of the corporation's agents or employees those administrative
duties they may deem proper.
(j) The commissioners may authorize the engagement of any other person, corporation, or
other entity including, without limiting the generality of the foregoing, any public
body corporate and politic located within the municipality as they may select to undertake
the staffing and management of the convention center (including the scheduling of
events and related activities) upon any terms and for any periods of time that they
may deem proper.
(k) The secretary shall keep a record of the proceedings of the corporation and shall
be custodian of all books, documents, and papers filed with the corporation and of
its minute book and seal. The secretary shall have the authority to cause to be made
copies of all minutes and other records and documents of the corporation and to give
certificates under the seal of the corporation to the effect that the copies are true
copies and all persons dealing with the corporation may rely upon the certificates.
(l) No part of the net earnings of the corporation shall be distributable to, or inure
to the benefit of, any private person.