[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.