OFFICERS Raymond H. Trott, chairman of the board. Harvey J. Sarles, president. Johns H. Congdon II, vice president. Charles P. Williamson, secretary. Grayce N. Brady, assistant secretary. At the annual meeting to be held July 6, 1959, it is contemplated that the board will be increased from 15 to 21, 11 representing members and 10 stockholders. RHODE ISLAND INDUSTRIAL BUILDING AUTHORITY Public Laws 1958 AN ACT Creating the Rhode Island Industrial Building Authority, and making an appropriation therefor. It is enacted by the General Assembly as follows: SECTION 1. At the general election to be held on the first Tuesday after the first Monday in November, A.D. 1958, there shall be submitted to the people for their approval or rejection, the following proposition: "Shall the action of the general assembly, by an act passed at the January session, 1958, providing for the creation of an industrial mortgage insurance fund and of the Rhode Island Industrial Building Authority with authority to administer said fund and to insure payments on mortgage loans covering industrial projects, the aggregate principal obligations of which loans outstanding at any one time do not exceed twenty million ($20,000,000) dollars, and also providing for the issuance of bonds from time to time by the State and pledging the faith and credit of the State in accordance with said act, be approved?" SEC. 2. If and after the people approve said proposition as above provided there is hereby created the Rhode Island Industrial Building Authority. SEC. 3. PURPOSE. It is declared that a statewide need exists for new industrial buildings to provide enlarged opportunities for gainful employment by the people of Rhode Island and to thus insure the preservation and betterment of the economy of the State and its inhabitants. It is also declared that it is in the interest of the public welfare and purpose to promote the expansion and diversification of industry, to increase employment and to provide a larger taxable base for the economy of the State of Rhode Island. Therefore, the Rhode Island Industrial Building Authority is created to encourage the making of mortgage loans for the purpose of furthering industrial expansion in the State, and, thus, improve the welfare of the public for the foregoing reasons and, by the stimulation of a larger flow of private investment funds from banks, building and loan associations, credit unions, savings and loan associations, insurance companies and other financial institutions, including pension, retirement and profit-sharing funds, meet the need of industrial plant expansion. SEC. 4. CREDIT OF STATE PLEDGED. The Rhode Island Industrial Building Authority is authorized to insure the payment of mortgage loans secured by industrial projects, and to this end the faith and credit of the State is hereby pledged, consistent with the terms and limitations of the terms of this act. SEC. 5. ORGANIZATION OF AUTHORITY. The Rhode Island Industrial Building Authority, hereinafter in this act called the Authority, hereby created and established a body corporate and politic, is constituted a public instrumentality of the State, and the exercise by the authority of the powers conferred by the provisions of this act shall be deemed and held to be the performance of essential governmental functions. The Authority shall consist of five (5) members, appointed by the Governor for a period of five (5) years, as herein provided. During the month of January 1959 the Governor shall appoint one member to serve until the first day of February 1960, and until his successor is appointed and qualified, one member to serve until the first day of February 1961, and until his successor is appointed and qualified, one member to serve until the first day of February 1962, and until his successor is appointed and qualified, one member to serve until the first day of February 1963, and until his successor is appointed and qualified, and one member to serve until the first day of February 1964, and until his successor is appointed and qualified. erty of the corporation. He shall, if required by the Board of Directors, give bond in such form, in such sum, and with such sureties as it may require. The assistant treasurer shall have such powers as the Board of Directors shall from time to time designate. Section 5. General Powers Each officer shall, subject to these by-laws, have, in addition to the powers and duties herein set forth, such duties and powers as are commonly incident to his office, and such duties and powers as the Board of Directors shall from time to time designate. ARTICLE IX. LOANS The corporation shall loan money only when credit is not elsewhere readily available. Before granting any loan, the Board of Directors shall endeavor, so far as is reasonably possible, to ascertain that the first opportunity to grant such loan has been given to banking or financing institutions within the State of Rhode Island which may desire such loans generally in the course of their business. The Board of Directors shall have the power to determine the terms and conditions of all loans by the corporation and to superintend all investments of the corporation's funds. ARTICLE X. REMOVALS AND VACANCIES Section 1. Removal of officers Subject to conflicting provisions of the charter or of the by-laws, the Board of Directors, at any meeting called for the purpose, by a majority vote of the whole board then in office, may remove from office, with or without cause, any officer of the corporation and elect or appoint his successor, and fill any vacancy in the office of any officer from whatever cause resulting. Section 2. Removal of directors representing members Subject to conflicting provisions of the charter or of the by-laws, the members of the corporation, at any meeting called for the purpose, by a majority of the votes to which said members shall be entitled, may remove from office, with or without cause, any director representing said members and elect or appoint his successor, and fill any vacancy in the office of a director representing said members from whatever cause resulting. Section 3. Removal of directors representing the stockholders Subject to conflicting provisions of the charter and of the by-laws, the stockholders, at any meeting called for the purpose, by a majority of all the stock issued and outstanding as shown by the books of the corporation, and entitled to vote, present in person or by proxy, may remove from office, with or without cause, any director representing the stockholders and elect or appoint his successor, and fill any vacancy in the office of a director representing the stockholders from whatever cause resulting. Section 1. Capital stock ARTICLE XI. CAPITAL STOCK At least a majority of the capital stock shall at all times be held by residents of the State of Rhode Island or by persons, firms or corporations engaged in doing business therein. Section 2. Certificates of stock Each stockholder shall be entitled to a certificate of the capital stock of the corporation owned by him and in such form as shall, in conformity to law, be prescribed from time to time by the Board of Directors. Such certificates shall be signed by the president or vice-president and by the secretary or treasurer. In case such certificate is signed by a transfer agent or registrar, such signatures and the corporate seal may be facsimile, engraved or printed. Section 3. Transfer of shares of stock Subject to the restrictions, if any, imposed by law, the charter or by-laws, title to a certificate of stock and to the shares represented thereby shall be transferred only by delivery of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a written power of attorney to sell, assign or transfer the same, or the shares represented thereby, properly executed; but the person registered on the books of the corporation as the owner of shares shall have the exclusive right to receive dividends thereon and to vote thereon as such owner, and, except only as may be required by law, may in all respects be treated by the corporation as the exclusive owner thereof. It shall be the duty of every stockholder to notify the corporation of his post office address. A stockholder desiring to transfer stock shall inform the secretary in advance if the proposed transferee is not a resident of the State of Rhode Island or is not engaged in doing business in the State of Rhode Island; and the proposed transfer shall not be allowed or registered upon the books of the corporation if to do so would violate the provisions of section 1 of this article. Section 4. Loss of certificates In case of the alleged loss, destruction or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe. Section 5. Transfer books The Board of Directors shall have power to close the stock transfer books of this corporation for a period not exceeding thirty (30) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, or for a period not exceeding thirty (30) days in connection with obtaining the consent of the stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date not exceeding thirty (30) days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of this corporation after any such record date fixed as aforesaid. Section 6. Transfer agent The Board of Directors shall have the right from time to time to appoint one or more Transfer Agents and/or one or more Registrars for any class or classes of stock that may from time to time be authorized or issued, to provide that stock certificates shall not be valid unless countersigned by any such Transfer Agent or Transfer Agents and/or registered by such Registrar or Registrars, and to give such Transfer Agent or Transfer Agents and/or such Registrar or Registrars such powers and authority as may from time to time be deemed necessary or advisable. ARTICLE XII. MEMBERSHIP Subject to the provisions of section 7 of the charter, membership in the corporation shall be requested by application to the Board of Directors and shall become effective upon the acceptance of such application by said board. The secretary shall notify each member upon the acceptance of its application. The Board of Directors shall determine the forms of agreement under which financial institutions, as referred to in the charter, shall become members. Upon written notice given five years in advance, a member of the corporation may withdraw from such membership at the expiration date of such notice, and after said expiration date shall cease to exercise any of the powers and privileges incidental to such membership and shall be free of any obligations in connection therewith except those obligations which shall have accrued prior to said expiration date. ARTICLE XIII. EXECUTION OF PAPERS Except as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, (1) all conveyances of real estate and leases shall be signed by the president or a vice-president and by the secretary or treasurer; (2) all obligations for payment of money and all evidences of debt payable at a future time, including checks and drafts, made or endorsed by the corporation, except when endorsed for deposit or collection, and including acceptances, notes and bonds, shall be signed by the treasurer or assistant treasurer and coun 396 tersigned by the president or a vice-president; (3) no person holding more than one office in the corporation may sign, countersign or execute any paper in the capacity of more than one office so held in cases where two signatures are required. ARTICLE XIV. SEAL The seal of the corporation shall, subject to alteration by the Board of Directors, consist of a flat-faced circular die with the words "Rhode Island Development Company, Incorporated 1953, Rhode Island" cut or engraved thereon. ARTICLE XV. FISCAL YEAR Except as from time to time otherwise provided by the Board of Directors, the fiscal year of the corporation shall be the calendar year. ARTICLE XVI. AMENDMENTS All by-laws of this corporation shall be subject to alteration or repeal, and new by-laws may be made in accordance with the provisions of section 8 of the charter. ARTICLE XVII. REIMBURSEMENT AND INDEMNIFICATION OF DIRECTORS AND OFFICERS Each person elected or appointed a director or officer of the corporation shall be entitled, without prejudice to any other rights he may have, to be reimbursed by the corporation for, and indemnified by the corporation against, all costs and expenses reasonably incurred by him in connection with or arising out of any claim made, or any action, suit or proceeding of whatever nature threatened or brought against him or in which he may be involved as a party or otherwise by reason of his having served as a director or officer of the corporation, or by reason of any action alleged to have been theretofore or thereafter taken or omitted by him as such director or officer, whether or not he continues to be such director or officer at the time of incurring such costs and expenses, including amounts paid or incurred by him in connection with reasonable settlements (other than amounts paid to the corporation itself) of any such claim, action, suit or proceeding. No such reimbursement or indemnity shall be paid or made for any cost or expense incurred or settlement made by such director or officer in connection with any matter as to which he shall be finally adjudged in any such action, suit or proceeding to have been derelict in the performance of his duty as such director or officer, nor shall anything herein contained be construed so as to protect or to authorize the corporation to indemnify any such director or officer against any costs or expenses incurred or settlement made in connection with any matter arising out of or resulting from his own negligence or wilful misconduct. Neither the corporation nor its directors, officers or employees shall be liable to anyone for making any determination as to the existence or absence of liability of the corporation hereunder, or for making or refusing to make any payment hereunder or for taking or omitting to take any other action hereunder, in reliance upon the advice of counsel. Each person elected or appointed a director or officer of the corporation shall, upon and by reason of such election or appointment, have the right to be reimbursed and indemnified by the corporation, as above set forth, with the same force and effect as if the corporation, to induce him to accept such election or appointment, specifically agreed in writing to reimburse and indemnify him in accordance with the foregoing provisions hereof. A true copy. Secretary ANNUAL REPORT, BUSINESS DEVELOPMENT CO. OF RHODE ISLAND, YEAR ENDED APRIL 30, 19591 The fiscal year ending April 30, 1959, has been an eventful one for your company. 1. Loans have increased substantially. 2. An operating profit has been shown. 3. Additional funds have been secured which substantially increase the size of your company's potential operations. 1 See also northeastern development credit corporations report, p. 158 above. |