Section 12. (a) Definition. As used in this section: (i) ''Center of Excellence'' or ''center'' means a collaborative effort between private industry and one or more educational or research institutions which has been established by the Board pursuant to the provisions of this section; (ii) ''Corporation'' means the Massachusetts Centers of Excellence Corporation; (iii) ''Educational Institution'' means a state or independent, nonprofit, post-secondary educational institution located within the Commonwealth; (iv) ''MCEC Board'' means the board of directors of the Massachusetts Centers of Excellence Corporation; and (v) ''Research Institution'' means a nonprofit organization, which may, but need not, be associated with an educational institution, that is engaged in an on-going program of basic or applied research, development or technology transfer.

(b) Massachusetts Centers of Excellence Corporation; creation; board of directors; center governing boards.

There is hereby created a body, politic and corporate, to be known as the Massachusetts Centers of Excellence Corporation hereinafter referred to as the corporation. The corporation is hereby constituted a public instrumentality of the commonwealth and the exercise by the corporation of the powers conferred in this section shall be deemed and held to be an essential governmental function. The corporation 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 Corporation shall be governed by a board of directors with nine members. The director of economic development shall be chairperson. The Governor shall appoint an additional seven directors with general expertise in promoting new applications of existing technologies and developing emerging technologies, three each from private industry and educational or research institutions, and, one from government. Each gubernatorial appointee shall serve for a term of five years, except that in making the initial appointments the Governor shall appoint one director for a one year term, one director for a two year term, one director for three year terms, two directors for four year terms and two directors for five year terms. The board of directors shall meet at least four times in each year and shall have final authority over the activities of the Corporation.

The activities of each center shall be coordinated by a governing board of nine directors with special expertise in areas of technology relevant to the activities of the center to be appointed by the Governor. The Governor shall appoint three directors each from private industry, educational or research institutions, and government. Each director shall serve for a term of five years, except that in making initial appointments the Governor shall appoint three members, one from each sector, for one year terms, three, one from each sector, for three year terms, and three, one from each sector, for five year terms. The governing boards of each center shall meet at least four times each year. The governing boards shall function as liaisons to participating business and educational or research institutions to enhance their support of and participation in the activities of each center.

Any person appointed to fill a vacancy on a board shall be appointed in like manner and shall serve for the unexpired term of the predecessor director. Any director may be reappointed. Any director may be removed by the Governor for cause. Five directors shall constitute a quorum and the affirmative vote of a majority of the directors present and eligible to vote at a meeting shall be necessary for any action to be taken by a board. The directors shall serve without compensation, but each director shall be entitled to reimbursement for actual and necessary expenses incurred in the performance of official duties.

The provisions of chapter two hundred sixty-eight A shall apply to all directors, officer and employees of the corporation except that the corporation may purchase from, sell to, borrow from, contract with or otherwise deal with any organization in which any director of the corporation is in any way interested or involved; provided, however, that such interest or involvement is disclosed in advance to the directors and recorded in the minutes of the proceedings of the corporation; and provided, further, that no director having such interest or involvement may participate in any decision relating to such organization.

Neither the corporation nor any of its officers, directors, agents, employees, consultants or advisors shall be subject to the provisions of sections three B of chapter seven, sections nine A, forty-five, forty-six and fifty-two of chapter thirty, chapter thirty-one or sections twenty-seven and twenty-seven A to twenty-seven E, inclusive, of chapter one hundred forty-nine provided, however, that in purchasing products or services, the corporation shall at all times follow generally accepted good business practices.

All officers and employees of the corporation having access to its cash or negotiable securities shall give bond to the corporation 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.

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

(c) Powers.

(1) to make, amend and repeal by-laws, rules and regulations for the management of its affairs;

(2) to adopt an official seal;

(3) to sue and be sued in its own name;

(4) to make contracts and execute all instruments necessary or convenient for the carrying on of its business;

(5) to acquire, own, hold, dispose of and encumber personal or real property of any nature or any interest therein in the exercise of its powers and performance of its duties under this section;

(6) to enter into agreements or transactions with any federal, state or municipal agency or other public institution or with any private individual, partnership, firm, corporation, association or other entity;

(7) to appear in its own behalf before boards, commissions, departments or other agencies of federal, state or municipal government;

(8) to appoint officers and to engage and employ employees, including legal counsel, consultants, agents and advisors and prescribe their duties and fix their compensation;

(9) to establish advisory boards to expand the participation and to draw on the experience of representatives from all aspects of the technology involved in a center or a proposed center including supporting organizations and industries such as finance and education;

(10) to procure insurance against any losses in connection with its property in such amounts, and from such insurers, as may be necessary or desirable;

(11) to invest any funds held in reserves or sinking funds, or any funds not required for immediate disbursement, in such investments as may be lawful for fiduciaries in the Commonwealth pursuant to sections thirty-eight and thirty-eight A of chapter twenty-nine.

(12) to accept, hold, use, apply and dispose of any and all donations, grants, bequests and devises, conditional or otherwise, of money, property, services or other things of value which may be received from the United States or any agency thereof, any governmental agency, any institution, person, firm or corporation, public or private, such donations, grants, bequests and devises to be held, used, applied or disposed of for any or all of the purposes specified in this chapter and in accordance with the terms and conditions of any such grant. Receipt of each such donation or grant shall be detailed in the annual report of the corporation; such annual report shall include the identity of the donor or lender, the nature of the transaction and any conditions attaching thereto;

(13) to approve plans for the establishment of centers pursuant to the provisions of this section, and to construct, reconstruct, remodel, maintain, manage, lease, as lessee or lessor, such centers and to enter into contracts for the management and operations of such centers and to engage in any activity reasonably related thereto;

(14) to establish rules and regulations for the use by participating businesses and participating institutions of a center established pursuant to the provisions of this section;

(15) to determine the manner of support and participation in the programs of the corporation which are required of participating businesses and participating institutions, to enter into contracts or agreements setting forth the terms and conditions of such support and participation and to determine and designate those businesses and institutions which qualify as participating businesses and institutions;

(16) to fix and revise from time to time and charge rents and collect rates, rents, fees and charges for the use of a center or any portion thereof by participating institutions or participating businesses, or any other user;

(17) to prepare, publish and distribute, with or without charge as the corporation may determine, such technical studies, reports, bulletins and other materials regarding its facilities and activities as it deems appropriate;

(18) to provide, or make available, educational, training, testing and ancillary fabrication facilities and equipment, and to sell or otherwise dispose of products fabricated thereby and services available therefrom in furtherance of the purposes specified in this section;

(19) to exercise any other powers of a corporation organized under chapter one hundred fifty-six B; and

(20) to do any and all things necessary or convenient to carry out the purposes of this section.

(d) Centers of Excellence Fund.

There is hereby established a fund for carrying out the purposes of this section, hereinafter referred to as the ''Centers of Excellence Fund'', to which shall be credited the proceeds of any bonds or notes of the Commonwealth issued for this purpose, and any appropriations authorized by the general court specifically designated to be credited to the Centers of Excellence Fund.

The corporation shall hold the fund in an account or accounts separate from other funds. All appropriations, grants and other funds received by the corporation, and the proceeds of all investments, including the proceeds of investments of the fund, may be used to pay for the start-up expenses, project costs and current expenses of the corporation.

Unless otherwise specified, all monies of the corporation, from whatever source derived, shall be paid to the treasurer of the corporation. Said monies shall be deposited in the first instance by the treasurer in one or more national banks, trust companies or banking companies in compliance with section thirty-four of chapter twenty-nine. Funds in such accounts shall be paid out on the warrant or other order of the treasurer of the corporation or of such other person or persons as the board may authorize to execute such warrant or warrants.

The Corporation shall draw upon the Centers of Excellence Fund to provide monies to fund the Centers of Excellence approved pursuant to section twelve (e).

(e) Establishment of Centers of Excellence.

The corporation shall establish the following four Centers of Excellence: (i) the Polymer Science Center; (ii) the Biotechnology Center; (iii) the Marine Science Center; and (iv) the Photovoltaics Center and take any and all action necessary or appropriate thereto, including disbursing available funds from the fund to meet the project costs and start-up expenses of such a center, only after (a) formulation of a detailed plan for the creation and operation of such a center; provided that the plan shall be supported by independently verifiable information; and provided further that the plan shall include, but not be limited to:

(1) a detailed description of the proposed center, including an analysis of all lands, structures, facilities, machinery and equipment reasonably necessary for the successful operation thereof; an analysis of the feasibility of utilizing surplus state real property for such a center; and a statement of the proposed project costs reasonably associated with establishing such a center, with a detailed breakdown of such project costs, including an estimate of the cost to the commonwealth of the debt service on any bonds or notes issued or to be issued in support of such a center;

(2) a statement of the proposed annual start-up expenses, project costs and current expenses of the center for the first five years of its existence, including a detailed breakdown of such costs and expenses, with a reasonable projection of that portion of said costs and expenses which the corporation expects to meet through assistance provided by participating businesses, rates, rents, fees and charges imposed upon users and support from any other source;

(3) a description of the assistance to be provided to the corporation in support of the center by participating businesses and participating institutions, with evidence of such assistance and the terms and conditions thereof, if any;

(4) a description of the public benefits to be engendered by the center, including particularly an analysis of increased and enhanced employment and educational opportunities;

(5) a description of the proposed activities of the center, including the proposed utilization thereof by participating businesses and participating institutions;

(6) a proposal for a capital outlay appropriation from the commonwealth in support of the establishment of the center and such annual maintenance appropriations as may reasonably be required for the successful operation of the center; and

(b) the board has approved the establishment of the center described in the plan, having found and incorporated in its minutes that;

(1) the center as proposed in the plan will substantially further the basic purpose of this chapter to provide for the establishment and operation of centers for the education of qualified persons in a developing technology offering substantial employment opportunities in the commonwealth.

(2) there is no reasonable expectation that the center as proposed in the plan will duplicate the actual or proposed facilities or programs of a post-secondary educational institution or consortium of such institutions located within the commonwealth, or, to the extent that a possibility for such duplication may be found to exist, the center as proposed in the plan may reasonably be characterized as enhancing or supplementing the ability of such an institution or consortium of institutions to conduct such actual or proposed facilities or programs;

(3) the establishment and operation of the center as proposed in the plan are beyond the financial means of any single post-secondary educational institution or consortium of such institutions located in the commonwealth, either because the capital costs or operating costs associated therewith are prohibitive or because the capital costs or operating costs associated with maintaining such a center at a level consistent with developing technology are prohibitive;

(4) the corporation has received appropriate commitments from participating businesses and participating institutions to support the center and to maintain a continuing effort to support the center; provided, that the commitments from participating businesses for project costs and start-up expenses shall be for support which, in the aggregate, is equivalent in value to the amount of the proposed disbursement from the Centers of Excellence fund and which support includes provision of the equipment and machinery necessary and appropriate to establish the center as provided in the plan; provided, further, that the commitments from participating businesses to maintain a continuing effort to support the center shall include commitments to provide the equipment and machinery necessary and appropriate to ensure that the center is maintained at a level consistent with developing technology; provided, further, that the commitments from both participating businesses and participating institutions to maintain a continuing effort to support the center shall include commitments to provide qualified individuals from among the employees thereof to serve from time to time as instructors at the center; provided further, that the provision of equipment, machinery, instructors and support of any other kind by participating businesses and participating institutions shall be at no charge to the corporation; and provided, further, that the value of said equipment, machinery, instructors and other support shall be determined by the executive director of the corporation.

(c) submission by the board of the plan and findings formulated pursuant to this section to the governor, the president of the senate and the speaker of the house of representatives, the chairman of the senate committee on ways and means and the house committee on ways and means.

After the four Centers of Excellence enumerated above are clearly established, the Corporation may establish additional centers after finding a similar opportunity/need regarding another area of technology.

Each year, every center must submit to the MCEC Board an annual report demonstrating compliance with the purpose of this section with a new proposal indicating any changes in participation, objectives, funding requirements and whatever other factors the MCEC Board may specify. The MCEC Board shall approve such a proposal when it meets the criteria established in section twelve (e).

(f) Annual Report. The Corporation shall submit an annual report of its activities to the Governor within ninety days after the end of the fiscal year.

(g) Audit. The books and records of the corporation shall be subject to an audit by the state auditor, in accordance with generally accepted government auditing standards, as often as the state auditor determines is necessary.

(h) Any documentary materials or data whatsoever made or received by any director or employee of the corporation, to the extent that such material or data consist of trade secrets or commercial or financial information regarding the operation of any business conducted by an applicant for, or recipient of, any form of assistance which the corporation is empowered to render, or regarding the competitive position of such applicant or recipient in a particular field of endeavor, shall not be deemed public records of the agency and shall not be subject to the provisions of section ten of chapter sixty-six. Any discussion or consideration of such trade secrets or commercial or financial information, may be held by the board, or by any of the various technology boards, or by any subcommittee of said boards, in executive sessions closed to the public, notwithstanding the provisions of section eleven A1/2 of chapter thirty A, provided, however, that the purpose of any such executive session shall be set forth in the official minutes of the corporation and no business which is not directly related to such purpose shall be transacted, nor shall any vote be taken during such executive session.