Session Laws

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. As used in this act, the following words shall have the following meanings unless the context requires otherwise:-

"Corporation", the Billerica Financial Development Corporation, established in section three.

"Financial institution", a 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", Onorio Cerrato, Brian H. Bullock, Robert A. Leverone, William G. Greene, Jr., and James T. Dangora, Sr.

SECTION 2. It is hereby directed that unused, underused or underdeveloped areas exist in parts of the town of Billerica including, but not limited to, the town center business district, Middlesex turnpike area, West Billerica and other areas of the town zoned for business and industrial use; that a redevelopment plan is necessary to retain existing commercial enterprises, to attract new commercial development and to promote the sound economic growth of said town; that the existence of such unused, underused or underdeveloped areas render persons and entities unwilling to locate in said town and cannot be dealt with effectively by the ordinary operation of private enterprise without the aids herein provided including, but not limited to, preventing recurrence of such conditions in each such area, improving sites for business and industrial uses and disposing of property for redevelopment incidental to the foregoing; that the exercise of powers by the corporation and any assistance that may be provided by said town or 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 and underdeveloped areas for commercial purposes are public benefits for which private property may be regulated by wholesome and reasonable order, law and direction and for which public funds may be expended for the welfare of said town and the commonwealth.

It is hereby further found and declared that there exists in said town of Billerica a condition of underemployment which causes hardship to many individuals and families, wastes vital human resources, impedes the economic and physical development of said town and adversely affects the welfare and prosperity of the people; underemployment has been caused in substantial part by commercial companies moving from said town, that such facilities are underutilized or vacated, thereby creating additional underemployment; that such abandonment of existing facilities is causing serious injury to the economy of said town; that the commercial sector of the economy provides one of the best opportunities for jobs at higher wages for the inhabitants of said town; 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 suburban 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. There is hereby constituted a body corporate under the name of the Billerica Financial Development Corporation. Said corporation shall be subject to and shall have the powers and privileges conferred by the provisions 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 town of Billerica.

SECTION 5. The purposes of the corporation shall be to correct the conditions found to exist in the town of Billerica, as set forth in section two, to promote the common good and general welfare of said town, to improve the living standards of the citizens thereof by fostering the improvement of their employment opportunities, and to solicit, encourage and induce business organizations and educational institutions to locate in said town with an emphasis on expanding the tax base of said town.

The corporation shall assist and promote the development and expansion of business activities and business organizations in said town including, but not limited to, the town center business district, Middlesex turnpike area, West Billerica and other areas of the town zoned for business and industrial use.

In furtherance of the public purposes named herein 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 provided, 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 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 lien upon, assignment of or agreement in regard to all or any part of the property, rights or privileges of said corporation whether now owned or hereafter acquired;

(d) to make loans to any person, firm, corporation, joint stock company, association or trust located or doing business in said town of Billerica for the purpose of promoting and developing business activities;

(e) to acquire improved and unimproved real estate for the purpose of constructing retail, commercial and residential or other business establishments thereon, for the purpose of disposing of such real estate for the construction of retail, commercial or other business establishments as the objectives and purposes of said corporation may require; provided, however, that 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 objectives 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 evidence 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 Massachusetts Office of Business Development, The United States Department of Commerce, the New England Regional Commission and any similar governmental agencies;

(i) to receive stocks, bonds, donations and gifts and to otherwise raise money for the above purposes;

(j) to elect, appoint and employ officers, agents and employees to enter into contracts and to incur liabilities for any of the purposes of said corporation;

(k) to employ consultants; and

(l) to promote said town of Billerica as a retail, commercial, business, industrial, professional and financial center.

Said corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office nor publish or distribute any statements with respect thereto. Notwithstanding any other provision of this act, neither the members, directors, officers, nor said corporation shall participate in any of the prohibited transactions, as defined in section 503 of the Internal Revenue Code 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 said Internal Revenue Code, nor shall said corporation be operated at any time for the purpose of carrying on a trade or business for profit, or other than for a public purpose. The transactions in which the corporation engages shall not result in the private inurement of any of the incorporators, members, directors, officers or employees.

SECTION 6. Notwithstanding any rule at common law or any authorization, limitation or any other provision of any general or special law, or any provision in their respective charters, agreements of association, 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, any railroad corporation as defined in section one of chapter one hundred and sixty of the General Laws, financial institutions, trustees and the town of Billerica are hereby authorized to acquire, purchase, hold, sell, assign, transfer or otherwise dispose of any bonds, securities or other evidence of indebtedness of said corporation and to make contributions to said corporation.

Any contribution made under the provisions of this section to said corporation shall be in addition to the contributions authorized by section twelve C of chapter one hundred and fifty-five of the General Laws and by any other provisions of any general or special law.

SECTION 7. In order to carry out the purposes and exercise the powers of the corporation, the town of Billerica 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 8. The members of the corporation shall have the powers of the corporation to elect directors as provided in section ten and to exercise such other powers of said corporation as may be conferred on the members by the by-laws.

The members may determine by majority vote that the organization shall apply to become a tax exempt corporation under Section 501(c)(3) of the Internal Revenue Code. Upon achieving such tax-exempt status, the corporation shall be operated in compliance with applicable federal and state law and any inconsistent provisions contained herein shall not be effective.

SECTION 9. The board of directors of the corporation shall be elected annually and shall have the following powers of said corporation: (a) to set a fiscal year for the operation of the corporation; and (b) to make, amend, or repeal the by-laws in whole or in part.

SECTION 10. The business and affairs of the corporation shall be managed and conducted by a board of directors. Said board shall consist of up to fifteen members, one of whom shall be a person designated by the board of selectmen of the town of Billerica. The remaining voting members shall be elected annually by and from among the members of said corporation. There shall be elected by and from said board of directors a president, treasurer, secretary or clerk, and an executive committee of five active members. Said 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 11. The corporation shall not deposit any of its funds in a 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 12. 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 town of Billerica 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 13. 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 of the incorporators. There shall be recorded in the minutes of the meeting a copy of such notice or of such unanimous agreement by 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 the provisions of this act, under the seal of the commonwealth, and said corporation shall then be authorized to commence business.

SECTION 14. The corporation shall not be subject to any of the provisions of chapter sixty-three of the General Laws, nor shall said corporation be liable for any taxes based upon or measured by income, which may be enacted by the general court. The securities and evidence of indebtedness issued by said corporation and income therefrom shall, at all times, be free from taxation by the commonwealth.

SECTION 15. This charter may be amended by the affirmative vote of two-thirds of the members entitled to vote; provided, however, that no such amendment which is inconsistent with the general purposes expressed herein or which eliminates or restricts the right of the state secretary to examine the corporation or the obligation of said corporation to make reports as provided in section twelve shall be made without the approval of the general court; and provided, further, that no amendment of this charter which affects a member's voting rights shall be made without the consent of such member affected by such amendment.

Within thirty days after any meeting at which amendments to 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 said state secretary determines that such amendments 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.

SECTION 16. 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.

SECTION 17. If the corporation shall fail to commence operations within three years from the effective date of this act, then the provisions of this act shall cease to be effective.

SECTION 18. This act shall take effect upon its passage.