Be it enacted by the Senate and House of Representatives
in General Court assembled, and by the authority of the same,
SECTION 1. As used in this act the following words shall, unless the context otherwise requires, have the following meanings:-
"Corporation", Quincy 2000 Corporation, established in section three.
"Financial institution", any banking corporation or institution, trust company, savings bank, cooperative bank, savings or loan association, insurance company or related corporation partnership, foundation or other institution engaged primarily in lending or investing funds.
"Incorporators", James A. Sheets, Charles Phelan, George White, Sean Maguire and Thomas Broderick.
SECTION 2. It is hereby declared that unused, underused or underdeveloped areas exist in parts of the city of Quincy, specifically, and including but not limited to, the Downtown Business District, the Wollaston Business District and the North Quincy Business District; that each such area constitutes a serious and growing menace, injurious and inimical to the safety, health, morals, and welfare of the residents of said city; that each such area constitutes an economic liability, substantially impairs or arrests the sound growth of said city, and retards the economic well-being of the commonwealth; that each such area decreases the value of private investments and threatens the sources of public revenue; that redevelopment of each such area in accordance with an economic development plan for the elimination of such substandard conditions and prevention of their recurrence is necessary to retain existing commercial enterprises, attract new commercial development and promote the sound economic growth of said city; that the existence of such unused, underused, or underdeveloped areas makes persons unwilling to do business in said city; that the menace of such unused, underused or underdeveloped areas is beyond remedy and control solely by regulatory process in the exercise of the police power and cannot be dealt with effectively by the ordinary operations of private enterprise without the aids herein provided; preventing recurrence of such conditions in the area, improvement of sites for commercial uses, the disposition of the property for redevelopment incidental to the foregoing, the exercise of powers by the corporation and any assistance which may be given by said city, or any other public body in connection therewith are public uses and purposes for which public money may be expended; and that the acquisition, planning, clearance, development, rehabilitation, or rebuilding of such unused, underused and underdeveloped areas for commercial purposes are public and benefits for which private property may be regulated by wholesome and reasonable order, law and directions and for which public funds may be expended for the good and welfare of said city and the commonwealth.
It is hereby further found and declared that there exists in said city of Quincy a condition of underemployment which causes hardship to many individuals and families, wastes vital human resources, increases the public assistance burdens, impairs the security of family life, impedes the economic and physical development of said city and adversely affects the welfare and prosperity of the people; underemployment has been caused in substantial part by commercial companies moving from said city, that many existing commercial facilities within said city are obsolete and inefficient; that such facilities are underutilized or vacated, thereby creating additional underemployment; that such obsolescence and abandonment of existing facilities are causing serious injury to the economy of said city; that the commercial sector of the economy provides one of the best opportunities for jobs at higher wages for the inhabitants of said city; that new commercial sites are required to attract and house new commercial development, and to retain existing commercial operations in need of expansion space; that the unaided efforts of private industry have not provided and cannot provide the necessary commercial sites within the urban environment due to the problems encountered in the assembly of suitable building sites, the provision of adequate public services, the unavailability of private capital for development and the inability of private enterprise alone to plan, finance and coordinate commercial development projects.
SECTION 3. The shareholders of the corporation are hereby constituted a body corporate under the name of the Quincy 2000 Corporation. Said corporation shall be subject to the and have the powers and privileges conferred by the provisions of chapter one hundred and fifty-five, sections eighteen, twenty-seven, thirty-one, thirty-three, and thirty-four of chapter one hundred and fifty-six B and section four of chapter one hundred and eighty of the General Laws except insofar as said provisions are inconsistent with or otherwise restricted or limited by the provisions of this act.
SECTION 4. The principal office of the corporation shall be located in the city of Quincy.
SECTION 5. The purposes of the corporation shall be, to correct the conditions found to exist in the city of Quincy set forth in section two, promote the common good and general welfare of said city, improve the living standards of the citizens thereof by fostering the improvement of their employment opportunities, solicit, encourage and induce business organizations and educational institutions to locate in said city, with an emphasis consistent theme of expanding the tax base of the city.
Said corporation shall assist and promote the development and expansion of business activity and business organizations in said city, focusing on and including but not limited to the Downtown Business District, the Wollaston Business District and the North Quincy Business District.
In furtherance of said purposes and in addition to the powers conferred on said corporation under the provisions of section three, said corporation shall, subject to the restrictions and limitations hereinafter contained, have the following powers:
(a) to accept, acquire other than by eminent domain, receive and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree, or otherwise, for any of its objects and purposes, any property, both real and personal, from any source, including grants, loans or advances for or in aid of the purposes of said corporation from any federal agency or agency of the commonwealth or any political subdivision thereof;
(b) to sell, convey, mortgage, lease, transfer, exchange or otherwise dispose of, any such property, both real and personal that the objectives and purposes of said corporation may require, subject to such limitations as may be prescribed by law;
(c) to borrow money, and, from time to time, to make, accept, endorse, execute, and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of said corporation for monies borrowed or in payment for property acquired or for any of the other purposes of said corporation, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by other lien upon, assignment of, or agreement in regard to all or any part of the property, rights of privileges of said corporation, whether now owned or hereafter to be acquired;
(d) to make loans to any person, firm, corporation, joint stock company, association or trust located or doing business in said city of Quincy for the purpose of promoting and developing business activities;
(e) to acquire improved and unimproved real estate for the purposes of constructing retail, commercial and residential or other business establishments thereon, or for the purpose of disposing of such real estate to others for the construction of retail, commercial or other business establishments as the objects and purposes of said corporation may require; nothing contained herein shall be construed to grant to said corporation the power of eminent domain;
(f) to acquire, construct, reconstruct, alter, maintain, sell, convey, transfer, mortgage, pledge or otherwise dispose of retail, commercial, industrial, residential or business establishments as the objects and purposes of said corporation may require;
(g) to acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the bonds, debentures, notes or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, joint stock company, association or trust, and while the owner or holder thereof, to exercise all the rights, powers, and privileges of ownership;
(h) to cooperate with and avail itself of the facilities and programs including, but not limited to those of the Small Business Development Corporation, the department of commerce and development of the commonwealth, the United States Department of Commerce, the New England Regional Commission, and any similar governmental agencies; provided, however, that at no time shall said corporation apply for governmental funds in competition with any department, agency, or instrumentality of said city of Quincy without the express written consent of the mayor of said city;
(i) to receive stocks, bonds, donations, gifts and otherwise raise money for the above outlined purposes;
(j) to elect, appoint and employ officers, agents and employees; to make contracts and incur liabilities for any of the purposes of said corporation;
(k) to employ consultants;
(l) to promote said city of Quincy as a regional retail, commercial, industrial, professional and financial center; and
(m) to implement design review standards in the Quincy historic district commission area.
Said corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office or publish or distribute any statements with respect thereto. Notwithstanding any other provision herein contained, neither the members, directors, officers, stockholders, nor shall said corporation participate in any of the "prohibited transactions" as defined in section 503 of the Internal Revenue Code, as the same may, from time to time, be amended, nor shall said corporation accumulate income or engage in any activities if the accumulation of income or the activities so engaged in are or would be within the prohibitions of section 504 of the Internal Revenue Code as the same may be, from time to time, amended, nor shall said corporation be operated at any time for the primary and sole purpose of carrying on a trade or business for profit.
SECTION 6. The authorized capital stock of the corporation shall consist of one thousand shares of non dividend paying common capital stock without a par value. The shareholders may at any time by majority vote issue any part or all of said stock upon such terms as they shall determine or by majority vote the shareholders may delegate to the directors the power of by majority vote to issue any part or all of said stock upon such terms as they shall determine. None of the earnings or profits of said corporation shall accrue to or be paid to the stockholders of common capital stock as dividends or profits in any form.
SECTION 7. Notwithstanding any rule at common law or any authorization, limitation or any such other provision of any general or special law, or any provision in their respective charters, agreements of associations, articles of organization, or trust indentures, all domestic corporations organized for the purpose of carrying on business within the commonwealth, including without implied limitation any electric or gas company as defined in section one of chapter one hundred and sixty-four of the General Laws, railroad corporations as defined in section one of chapter one hundred and sixty of the General Laws, financial institutions, trustees and the city of Quincy are hereby authorized to acquire, purchase, hold, sell, assign, transfer, or otherwise dispose of any stocks, bonds, securities, or other evidence of indebtedness of said corporation and to make contributions to said corporation, all without the approval of any regulatory authority of the commonwealth.
Any contribution made under this section to said corporation shall be in addition to any contributions authorized by section twelve C of chapter one hundred and seventy of the General Laws, and by other provisions of general or special law.
SECTION 8. In order to carry out the purposes and powers of the corporation, the city of Quincy may raise and appropriate, or may borrow in aid of said corporation, such sums as may be necessary to make a loan or grant to said corporation.
SECTION 9. The shareholders of the corporation shall have the powers of said corporation to elect directors as provided in section ten and to exercise such other powers of said corporation as may be conferred on the shareholders by the by-laws.
SECTION 10. The board of directors of the corporation shall be elected annually and shall have the powers of said corporation: (a) to set a fiscal year for the operation of said corporation; and (b) to make, amend, or repeal the by-laws in whole or in part.
SECTION 11. The business and affairs of the corporation shall be managed and conducted by a board of directors.
The board will consist of nine voting members one of whom shall be the mayor of the city of Quincy, one of whom shall be the city council president of said city of Quincy and one of whom shall be the Quincy planning director. The remaining six shall be elected annually from among the shareholders of said corporation.
There shall be elected by and from the board of directors a president, treasurer and secretary/clerk.
The board of directors shall be empowered to retain an executive director and such other support staff as may be necessary.
Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.
SECTION 12. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated. Said corporation shall not receive money on deposit.
SECTION 13. The corporation shall make reports of its condition not less than annually to the state secretary, which report shall be published in a newspaper of general circulation in the city of Quincy within sixty days of the close of said corporation's fiscal year. The state secretary shall make copies of such reports available to the commissioner of insurance and to the commissioner of banks, and said corporation shall also furnish such other information as may, from time to time, be required by the state secretary.
SECTION 14. The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. Said first meeting may be held without such notice upon agreement in writing to that effect signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators.
At such first meeting the incorporators shall organize by the choice, by ballot, of a temporary clerk, by the adoption of by-laws, by the election by ballot of directors and by action upon such matters within the powers of said corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings until the clerk has been chosen and sworn. One-half plus one of the incorporators shall be a quorum for the transaction of business.
Whenever the certificate required by section thirteen of chapter one hundred and fifty-five of the General Laws has been filed in the office of the state secretary, said secretary shall issue and deliver to the incorporators a certified copy of this act under the seal of the commonwealth, and said corporation shall then be authorized to commence business, and stock thereof to the extent herein or hereafter duly authorized may, from time to time, be issued.
SECTION 15. The corporation shall not be subject to any of the provisions of chapter sixty-three of the General Laws, nor to any taxes based upon or measured by income which shall be enacted by the commonwealth. The securities, evidences of indebtedness, and shares of stock issued by said corporation, and income therefrom shall at all times be free from taxation by the commonwealth.
Any stockholder, or holder of any securities, evidences of indebtedness, or shares of the capital stock of said corporation who realizes a loss from the sale, redemption, or other disposition of any securities, evidences of indebtedness or shares of the capital stock of said corporation, including any such loss realized on a partial or complete liquidation of said corporation, and who is not entitled to deduct such loss in computing any of such stockholder's or holder's taxes to the commonwealth, shall be entitled to credit against any taxes subsequently becoming due to the commonwealth from such stockholders or other holders, a percentage of such loss equivalent to the highest rate of tax assessed for the year in which the loss occurs upon mercantile and business corporations as referred to in section two of chapter sixty-three of the General Laws.
SECTION 16. The provisions of chapter one hundred and ten A of the General Laws shall not apply to the shares of capital stock, bonds, debentures, notes, evidences of indebtedness, or any other securities of the corporation.
SECTION 17. This charter may be amended by the votes of the shareholders, and such amendments shall require approval by the affirmative vote of two-thirds of the shareholders entitled to vote; provided, however, that no amendment of this charter which is inconsistent with the general purposes expressed herein or which eliminates or curtails the right of the state secretary to examine the corporation or the obligation of said corporation to make reports as provided in section thirteen shall be made without amendment of this act; and provided, further, that no amendment of this charter which affects a stockholder's voting right shall be made without the consent of each stockholder affected by such an amendment.
Within thirty days after any meeting at which amendments of this charter have been adopted, articles of amendment sworn to by the president, treasurer, and a majority of the directors setting forth such amendment and the adoption thereof, shall be submitted to the state secretary, who shall examine them, and if he finds that they conform to the requirements of this act, he shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the state secretary and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.
Prior to or within sixty days after the effective date of any legislative amendment to this charter, the approval of such amendment shall be voted on by the stockholders of said corporation at a meeting duly called for the purpose. If such amendment is not approved by the affirmative vote of two-thirds of the stockholders entitled to vote, any stockholder who has voted against the approval of such amendment if entitled to vote, or, if not entitled to vote, has registered his disapproval in writing with said corporation at, or before said meeting, may, within thirty days after said meeting, make a written demand upon said corporation for payment for his stock.
SECTION 18. The corporation may, upon the affirmative vote of two-thirds of its members petition for its dissolution by order of the supreme judicial or superior court, in the manner provided in section fifty of chapter one hundred and fifty-five of the General Laws. Upon any dissolution of said corporation the stockholders, if any, shall be paid on a pro rata basis that percentage of the assets of said corporation in excess of the obligations of said corporation which the amounts paid into said corporation for all stock bears to sum of (1) such amounts paid into said corporation for all the stock and (2) the amounts of all donations made to said corporation; provided, however, that in no event shall a stockholder be paid upon such dissolution more than the amount paid into said corporation for his stock.
SECTION 19. If the corporation shall fail to commence operations within three years from the effective date of this act, then this act shall be null and void.
SECTION 20. The provisions of this act are severable, and if any of its provisions shall be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not impair any of the remaining provisions.
SECTION 21. This act shall take effect upon its passage.