§ 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)(i) 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.

(ii) 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 (4) year 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 (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 the governor and the chairperson will be elected from among its members by the board of commissioners.

(iii) 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.

History of Section. (P.L. 1987, ch. 455, § 4; P.L. 1991, ch. 37, § 1; P.L. 1992, ch. 133, art. 110, § 1; P.L. 2005, ch. 375, § 1; P.L. 2005, ch. 436, § 1; P.L. 2007, ch. 416, § 1.)