It is enacted by the General Assembly as follows:
SECTION 2. Title 24 of the General Laws entitled "HIGHWAYS" is hereby amended by adding thereto the following chapter: 24-13.1-1. Creation of corporation — Composition — Personnel — Compensation.
(a) There is hereby created and established an independent public instrumentality and body corporate and politic with a separate legal existence from the city of Providence and the State of Rhode Island, having such powers, authority, rights, privileges, and titles as may be necessary and incidental to the effectuation of the purposes set forth in this chapter, to be known as the “Crook Point Bridge Authority.” It is the intent of the general assembly by the passage of this chapter to create and establish the corporation for the purposes of acquiring and maintaining the Crook Point Bascule Bridge and any property appurtenant and/or adjacent thereto, and planning, implementing, administering, and overseeing any preservation, improvement, expansion and/or redevelopment initiatives thereof. The exercise by the corporation of the powers conferred by this chapter shall be deemed and held to be the performance of an essential public and government function. This chapter shall be liberally construed in conformity with the purposes expressed.
(b) The powers of the corporation shall be exercised by a board of directors having three
(3) voting members, all of whom shall be electors of the city of Providence. The directors shall be appointed by the mayor of the city of Providence subject to approval of the city council. The chairperson shall be appointed by the mayor and serve at the pleasure of the mayor. The directors who are first appointed shall be designated to serve for terms as follows: one director shall have an initial term of one year; one director shall have an initial term of three (3) years; and one director shall have an initial term of five (5) years, respectively from the date of their appointment. Thereafter, all directors shall be appointed for terms of five (5) years, with no term limit. Notwithstanding the foregoing, each member of the board shall serve until a successor is appointed and qualified. In the event of a vacancy occurring in the office of a member by death, resignation, or otherwise, that vacancy shall be filled in the same manner as a regular appointment, but only for the remainder of the term of the former member. The mayor may remove any director for misfeasance, malfeasance, or willful neglect of duty.
(c) The board of directors, at its annual meeting, shall elect a secretary and treasurer. A majority of the members shall constitute a quorum, and any action to be taken by the corporation under the provisions of this chapter may be authorized by resolution approved by a majority of the members present at any regular or special meeting at which a quorum is present. A vacancy in the membership of the corporation shall not impair the right of a quorum to exercise all of the rights and perform all of the duties of the board of directors. All meetings shall be open to the public, and all records shall be a matter of public record, except that if a majority of the board of the directors decides, consistent with the requirements of chapter 46 of title 42 ("open meetings"), that it would be in the best interest of the corporation and the city and/or the state to hold an executive session in private, then the board of directors shall be authorized to transact any business as allowable under law at that executive session in private, and the record of the executive session shall not become a matter of public record until the transaction discussed has in the opinion of the board of directors been completed.
(d) No member of the board of directors shall receive compensation for the performance of their duties under this chapter; however, each member shall be reimbursed for the member's reasonable expenses incurred in carrying out those duties. Members may engage in private employment, or in a profession or business, provided that any interests related thereto shall not materially conflict with the interests of the corporation. No part of the net earnings of the corporation shall be distributable to, or inure to the benefit of, any private person. 24-13.1-2. Rights and powers of board. The board of directors shall have all the rights and powers necessary or convenient to carry out and effectuate the purposes herein, including, without limitation, the rights and powers:
(1) To sue and be sued, complain and defend, in its corporate name;
(2) To adopt, use, and alter a corporate seal;
(3) To maintain an office at such place or places as it may designate;
(4) To determine the location, scope and character of any initiative to be pursued under the provisions of this chapter;
(5) To enter into contracts and make agreements;
(6) To employ in its discretion attorneys, accountants, architectural and engineering consultants, financial consultants and such other employees and agents as it deems necessary and to fix their compensation;
(7) To purchase, receive, lease, or otherwise hold, real or personal property, or any interest in real or personal property wherever situated;
(8) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets for any consideration and upon any terms and conditions as the board of directors shall determine;
(9) To make guarantees, issue bonds, incur liabilities and borrow money at any rates of interest as the board of directors may determine;
(10) To lend money, invest and reinvest its funds, and at its option to take and hold real and personal property as security for the payment of funds so loaned or invested;
(11) To make and alter bylaws, not inconsistent with this chapter, for the administration and regulation of the affairs of the corporation, and those bylaws may contain provisions indemnifying any person who is or was a commissioner, officer, employee, or agent of the corporation; and
(12) To do any and all things necessary or convenient to carry out its purposes and exercise the powers given and granted pursuant to this chapter. 24-13.1-3. Employees. Employees of the corporation shall not, by reason of their employment, be deemed to be employees of the city of Providence or the State of Rhode Island for any purpose, notwithstanding any other provision of the general laws, charter, or ordinance to the contrary. 24-13.1-4. Obligations. Obligations issued by the corporation shall not constitute a debt, liability, obligation, or pledge of faith of the city of Providence or the State of Rhode Island, or any political subdivision thereof other than the corporation itself, but shall be payable solely from the revenues and/or assets of the corporation. 24-13.1-5. Taxes. The corporation shall not be required to pay state taxes of any kind and the corporation, its properties, monies, bonds, and notes issued by it and the income therefrom will at all times be free from taxation of every kind by the state. 24-13.1-6. Expendables and disbursements .
(a) The corporation shall at all times keep full and accurate accounts of its receipts, expenditures, disbursements, assets, and liabilities, which shall be open to inspection by any officer or duly appointed agent of the city. The corporation shall report annually on:
(1) Its finances; and
(2) On the activities undertaken, the progress made in meeting goals and objectives set forth in its plans, and its proposed activities for the next year.
(b) Copies of annual reports required pursuant to subsection (a) of this section shall be submitted to the mayor and the city council.
(c) The corporation shall conform with chapter 46 of title 42 (“open meetings”), and chapter 2 of title 38 (“access to public records”), in the same manner as required of the city, and the board of directors and the employees of the corporation shall be subject to the code of ethics set forth in chapter 14 of title 36 ("codes of ethics”). 24-13.1-7. Severability. If any provision of this chapter, or its application to any circumstances, shall be held unlawful by any court of competent jurisdiction, that decision shall not affect nor impair the validity of the application of those provisions to other circumstances or the validity of any of the other provisions of this chapter.
SECTION 3. This act shall take effect upon passage.