Section 2. There is hereby created a body politic and corporate to be known as the Massachusetts Technology Development Corporation or MTDC. The MTDC is hereby constituted a public instrumentality and the exercise by the MTDC of the powers conferred by this chapter shall be deemed to be the performance of an essential governmental function.

The MTDC is hereby placed in the department of economic development but shall not be subject to the supervision or control of said department or of any board, bureau, department or other agency of the commonwealth except as specifically provided in this chapter.

The purposes of the MTDC shall include, but not be limited to: (a) helping to create primary employment in technology-based enterprises in the commonwealth; (b) fostering the development of such enterprises in the commonwealth through the purchase of qualified securities in order to provide seed capital; and (c) attracting and managing the investment of both public and private capital among the citizens of the commonwealth to stimulate long-term economic development and to realize appropriate financial returns that enable the MTDC to be self-sufficient.

The corporation shall be governed and its corporate powers exercised by a board of directors, which shall consist of 11 directors: the secretary of housing and economic development or a designee, who shall serve as chair, the secretary of administration and finance, 1 person appointed by the governor who is a cabinet secretary or officer of the commonwealth having experience appropriate to the functions of MTDC, provided that any of the foregoing persons may designate another person from time to time to act in his place for a particular purpose, including the right to attend and vote at a specific meeting of the board, and eight other members appointed by the governor, including persons having skills and experience in providing capital to new, innovative businesses, in starting and operating such businesses, in providing professional services to or otherwise working with such businesses, and in obtaining and administering grants and contracts from governmental and philanthropic sources. Each member appointed by the governor shall serve for a term of five years, except that in making the initial appointments the governor shall appoint three members to serve for one year, three to serve for three years and two to serve for five years. Any member of the board designating an alternate to act in his place shall be responsible for all of such actions of such designee.

Any person appointed to fill a vacancy in the office of a member of the board shall be appointed in a like manner 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.

Six of the directors of the corporation shall constitute a quorum and the affirmative vote of six directors 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.

The provisions of chapter two hundred and sixty-eight A shall apply to all directors, officers and employees of the MTDC, except that the corporation may invest in, purchase from, sell to, borrow from, loan to, contract with or otherwise deal with any person or entity 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 person or entity.

The president of the corporation shall be appointed with his salary established by the board and shall serve at the pleasure of the board. The president shall be the chief executive, administrative and operational officer of the corporation and shall direct and supervise administrative affairs and the general management of the corporation. The president may, subject to the general supervision of the board, employ other employees, consultants, agents, legal counsel and advisors, and shall attend meetings of the board.

Neither the corporation 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.

The board annually may elect one of its members as vice-chairman, shall elect a secretary and a treasurer, and may elect or appoint other officers as it may deem necessary, none of whom, other than the vice-chairman, need be members of the board. The secretary shall keep a record of the proceedings of the board and shall be custodian of all books, documents, and papers filed by the board and of its minute book and 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. The treasurer shall be the chief financial and accounting officer of the MTDC and shall be in charge of its funds, books of account and accounting records.

All officers and employees of the MTDC having access to its cash or negotiable securities shall give bond to the MTDC, at its expense in such amounts 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.

Board members and officers who are not regular, compensated employees of the MTDC shall not be liable to the commonwealth, to the MTDC or to any other person as a result of their activities, whether ministerial or discretionary, as such board members or officers except for willful dishonesty or intentional violations of law. The board of the MTDC may purchase liability insurance for board members, officers and employees and may indemnify said persons against claims of others.