[HISTORY: Adopted by the Town Council of the Town of West Greenwich 11-8-1972 by Ord. No. 26. Amendments noted where applicable.]
[Amended at time of adoption of Code (see Ch. 1, General Provisions, Art. I)]
There is hereby created the West Greenwich Development Corporation for the purpose of fostering, encouraging and assisting the physical location, settlement and resettlement of industrial and manufacturing enterprises in Rhode Island and West Greenwich and promoting the industry of Rhode Island and West Greenwich in the interest of the public welfare; to promote the expansion and diversification of industry; to increase employment; to provide a larger taxable base for the economy of Rhode Island and West Greenwich, and, in connection with said purposes, and without intending to limit the foregoing, to conduct surveys, studies, investigations and examinations of industrial climate and opportunities for Rhode Island and West Greenwich, and to publish and circulate reports of such surveys, studies, investigations and examinations; to borrow funds and to pledge or mortgage any part or all of its assets and property as security for repayment of said funds, to purchase and hold interests in real estate and/or personal property and options thereon; to construct industrial plants and facilities and to lease or sell, for cash or upon credit, said real estate or said personal property, or said plants and facilities, and to take and hold mortgages in connection with such sales; and generally to do all acts necessary and proper to be done by a local development corporation, as defined in R.I.G.L. § 42-34-6(6), as amended; and no part of the net earnings of this corporation shall inure to the benefit of any member or individual.
Said corporation shall have all of the powers and authority vested in nonprofit corporations pursuant to R.I.G.L. Chapter 7-6, as amended.
The principal office of said corporation shall be located in the Town of West Greenwich.
The capital of the corporation shall be raised and provided for by funds from public subscription and donations. The corporation is not organized for pecuniary profit nor shall it have any power to issue certificates of capital stock or declare dividends, and no part of its net earnings shall inure to the benefit of any member, director or individual. In the event of the dissolution of the corporation the balance, if any, of all money received by the corporation from its operations, after the payment in full of all debts and obligations of the corporation of whatsoever kind and nature, shall be used and distributed exclusively for charitable, scientific and/or educational purposes.
Notwithstanding any other provisions hereof, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c) of the Internal Revenue Code and the regulations thereunder as they now exist or as they hereafter may be amended, or by an organization, contributions to which are deductible under Section 170(c) of such Code and regulations as they now exist or as they hereafter may be amended. This corporation is created as an organization described in Section 501(c) of the Internal Revenue Code of 1954 and any amendment thereto, and all questions applicable to these Articles of Association should be resolved accordingly.
The Board of Directors shall consist of five members appointed by the West Greenwich Town Council for a period of five years; provided, however, that terms of the initial members shall expire as follows: Member No. 5, November 30, 1973; Member No. 4, November 30, 1974; Member No. 3, November 30, 1975; Member No. 2, November 30, 1976; and Member No. 1, November 30, 1977. Each member shall serve until his or her successor is appointed and qualified and shall be eligible to succeed himself or herself. During the month of November, 1973, and during said month annually thereafter, the Town Council shall appoint a member to succeed the member whose term will then next expire, to serve for a term of five years, commencing on the first day of December next following and continuing until his or her successor is appointed and qualified. Vacancies shall be filled by the Town Council. Members may be removed only for cause and after hearing and notice. The members of the Board of Directors shall appoint the officers of the corporation (President, Vice President, Treasurer and Secretary) and their own Chairman and Secretary. Members may serve as officers. Three members shall constitute a quorum and the affirmative vote of a majority of the members (i.e., three) shall be necessary for any action taken by the corporation.
The corporation shall reimburse the members of the Board of Directors for all reasonable out-of-pocket expenses incurred in connection with the affairs of the corporation.