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The 191st General Court of the Commonwealth of Massachusetts

Section 2: Massachusetts clean energy technology center; establishment; purpose; board of directors; liability of officers and employees; actions by center; documentary material

Section 2. (a) There is hereby established a body politic and corporate to be known as the Massachusetts clean energy technology center. The center is hereby constituted a public instrumentality and the exercise by the center of the powers conferred by this chapter shall be considered to be the performance of an essential governmental function.

The center is hereby placed in the executive office of energy and environmental affairs, but shall not be subject to the supervision or control of said office, or of any board, bureau, department or other center of the commonwealth, except as specifically provided for in this chapter.

The center shall promote and advance the commonwealth's public interests by: (i) acting as the commonwealth's lead agency, in collaboration with the Massachusetts Renewable Energy Trust Fund established in section 4E of chapter 40J, in the promotion and development of jobs in the clean energy sector; (ii) promoting research and workforce training in clean energy technology at the commonwealth's public institutions of higher education, as defined in section 5 of chapter 15A, and vocational technical schools, as established in sections 14 and 15, chapter 74 or any vocational technical school that meets the programmatic requirements established by the department of elementary and secondary education; (iii) stimulating the creation and development of new clean energy ventures that will form the foundation of a strong clean energy industry sector or cluster in the commonwealth; (iv) providing support to existing clean energy companies to expand their operations within the commonwealth; (v) attracting new capital and research facilities from institutions outside the commonwealth; (vi) fostering collaboration between industry, state government, research universities and the financial sector to advance clean energy technology commercialization and venture development; (vii) conducting market research to identify barriers to creating and expanding a clean technology industry, including job training needs; (viii) supporting demonstration projects that are evaluated by independent, third-party peer research institutions; (ix) serving as the clearinghouse for information related to the clean energy industry in the commonwealth; (x) promoting programs and investments that lead to pathways towards economic self sufficiency for low and moderate-income individuals and communities in the clean energy industry; and (xi) performing any other actions necessary to effectuate the state's public interests.

(b) The center shall be governed and its corporate powers exercised by a board of directors consisting of 12 directors: 1 of whom shall be the secretary of energy and environmental affairs or his designee, who shall serve as a chair; 1 of whom shall be the secretary of housing and economic development or his designee; 1 of whom shall be the secretary of administration and finance or his designee; 1 of whom shall be the secretary of labor and workforce development or his designee; 1 of whom shall be the president of the University of Massachusetts or his designee; 1 of whom shall be the executive director of the Massachusetts Workforce Alliance; 1 of whom shall be the commissioner of the department of energy resources; and 5 of whom shall be appointed by the governor, 1 of whom shall be a venture capitalist or a chief executive officer of a Massachusetts-based clean energy corporation with expertise in clean energy technologies in the commonwealth, 1 of whom shall be the president of a Massachusetts community college or his designee, 1 of whom shall have knowledge of electricity distribution, generation, supply or power marketing, 1 of whom shall be the president of a private college or university or his designee, and 1 of whom shall be a union representative. Each of the 5 directors appointed by the governor shall serve for a term of 5 years. A director shall be eligible for reappointment. A director may be removed from his appointment by the governor for cause. A person appointed to fill a vacancy in the office of an appointed director of the board shall be appointed in a like matter and shall serve for only the unexpired term of the director.

(c) Six directors shall constitute a quorum and the affirmative vote of a majority of directors present at a duly-called meeting where a quorum is present shall be necessary for any action to be taken by the board. An action required or permitted to be taken at a meeting of the directors may be taken without a meeting if all of the directors consent in writing to such action and such written consents are filed with the records of the minutes of the meeting of the board. Such consents shall be treated for all purposes as a vote at a meeting.

The directors of the board shall serve without compensation, but each director shall be entitled to reimbursement for his actual and necessary expenses incurred in the performance of his official duties.

(d) Chapter 268A shall apply to all directors.

(e) The board may appoint and employ an executive director, and fix his compensation and conditions of employment. The executive director shall have a full range of previous experience in the clean energy industry, including previous executive experience within the clean energy industry. The executive director shall be the chief executive, administrative and operational officer of the center and shall direct and supervise the administrative affairs and the general management of the center. The executive director may, subject to the general supervision of the board, employ other employees, consultants, agents, including legal counsel and advisors, and shall attend meetings of the board.

The board shall appoint and employ a director for the Massachusetts Renewable Energy Trust Fund, hereinafter referred to as the trust fund, and shall fix his compensation and conditions of employment. The director of the trust fund shall report to the executive director. The director of the trust fund shall have a full range of previous experience in the clean energy industry.

(f) The board shall elect a secretary and a treasurer. The secretary shall keep a record of the proceedings of the board and shall be the custodian of all books, documents and papers filed by the board and of its minute book and seal. The secretary shall cause copies to be made of all minutes and other records and documents of the center and shall certify that such copies are true copies, and all persons dealing with the center may rely upon such certification. The treasurer shall be the chief financial and accounting officer of the center and shall be in charge of its funds, books of account and accounting records. The books and records of the center shall be subject to an audit by the state auditor, in accordance with generally accepted government auditing standards, as often as the state auditor determines is necessary.

(g) All officers and employees of the center having access to its cash or negotiable securities shall give bond to the center, at its expense, in such amounts and with such surety as the board may prescribe. The persons required to give bond may be included in 1 or more blanket or scheduled bonds.

(h) The directors and officers of the board who are not compensated employees of the center shall not be liable to the commonwealth, to the center or to any other person as a result of their activities, whether ministerial or discretionary, as such directors or officers except for willful dishonesty or intentional violations of law. Neither members of the center nor any person executing bonds or policies of insurance shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof. The board of directors may purchase liability insurance for board members, officers and employees and may indemnify said persons against claims by others.

(i) The center shall continue as long as it shall have bonds or insurance or guarantee commitments outstanding and until its existence is terminated by law. Upon the termination of the existence of the center, all rights, title and interest in and to its assets and its obligations, duties, covenants, agreements and obligations shall vest in and be possessed, performed and assumed by the commonwealth.

(j) An action of the center may take effect immediately and need not be published or posted unless otherwise provided by law. Meetings of the board shall be subject to section 11A 1/2 of chapter 30A; but said section 11A 1/2 shall not apply to any meeting of members of the center serving ex officio in the exercise of their duties as officers of the commonwealth so long as no matters relating to the official business of the center are discussed and decided at the meeting. The center shall be subject to all other provisions of said chapter 30A, and records pertaining to the administration of the center shall be subject to section 42 of chapter 30 and section 10 of chapter 66. All moneys of the center shall be considered to be public funds for purposes of chapter 12A. The operations of the center shall be subject to chapters 268A and 268B and all other operational or administrative standards or requirements to the same extent as the office of state treasurer.

(k) Any documentary materials or data whatsoever made or received by a member or employee of the center and consisting of, or to the extent that such materials or data consist of, trade secrets or commercial or financial information regarding the operation of any business conducted by an applicant for any form of assistance which the center is empowered to render or regarding the competitive position of such applicant in a particular field of endeavor, shall not be deemed public records of the center and shall not be subject to section 10 of chapter 66. Any discussion or consideration of such trade secrets or commercial or financial information may be held by the board in executive sessions closed to the public, notwithstanding section 11A 1/2 of chapter 30A, but the purpose of any such executive session shall be set forth in the official minutes of the center and no business which is not directly related to such purpose shall be transacted nor shall any vote be taken during such executive session.