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The 190th General Court of the Commonwealth of Massachusetts

Section 2: Massachusetts Growth Capital Corporation; board of directors; president; bond of officers and employees; protection of trade secrets

Section 2. (a) There is hereby established a body politic and corporate to be known as the Massachusetts Growth Capital Corporation. The GCC is hereby constituted a public instrumentality and the exercise by the GCC of the powers conferred by this chapter shall be deemed to be the performance of an essential governmental function.

The GCC shall be placed within the executive office of housing and economic development but shall not be subject to the supervision and control of an executive office, department, division, commission, board, bureau or agency except to the extent and in the manner provided by law.

(b) The corporation shall be governed and its corporate powers exercised by a board of directors, which shall consist of 12 directors; 1 of whom shall be the secretary of housing and economic development, who shall serve as chair; 1 of whom shall be the secretary of administration and finance, or the secretary's designee; and 10 of whom shall be appointed by the governor. Of the 10 directors appointed by the governor; 3 shall be persons who together shall be experienced in small business financing, other financial instruments, turnarounds of troubled businesses and the organization and operation of employee owned businesses; provided, however, that each such director shall be experienced and knowledgeable in at least 1 such area; 1 shall be a representative of an organization of small businesses or manufacturing companies in the commonwealth; 1 shall be a representative of a community bank in the commonwealth and nominated by the Massachusetts Bankers Association; 1 shall be experienced in community economic development and employed by a CDC or a representative of the Massachusetts Association of Community Development Corporations; 1 shall be a current or retired certified public accountant or chief financial officer; 1 shall be a practicing or retired attorney with a business financing experience; 1 shall be a small business owner; and 1 shall be a representative of organized labor. Each member appointed by the governor shall serve a term of 5 years, except that in making the governor's initial appointments the governor shall appoint 2 members to serve for a term of 1 year, 2 members to serve for a term of 2 years, 2 members to serve for a term of 3 years, 2 members to serve for a term of 4 years and 2 members to serve for a term of 5 years.

(c) A person appointed to fill a vacancy in the office of a director shall be appointed in a like manner and shall serve for only the unexpired term. A director shall be eligible for reappointment. A director may only be removed from the director's appointment by the governor for good cause. The directors shall annually elect 1 director as vice-chair and designate a secretary-treasurer who need not be a director. The secretary-treasurer shall keep a record of the proceedings of the corporation and shall be the custodian of all books, documents and papers filed with the corporation, the minute books of the corporation and of its official seal.

(d) Six of the directors of the corporation shall constitute a quorum and 6 affirmative votes shall be necessary for the transaction of business or the exercise of a power or function of the corporation. Each director shall be entitled to reimbursement for the director's actual and necessary expenses incurred in the performance of the director's official duties.

(e) The corporation, its directors, officers and employees shall be subject to sections 1 to 4, inclusive, of chapter 268A except that the corporation may purchase from, sell to, borrow from, loan to, contract with or otherwise deal with a person in which a director of the corporation is interested or involved; provided, however, that such interest or involvement is disclosed in advance to the directors and recorded in the minutes of the corporation; provided, further, that no director having such an interest or involvement may participate in a decision of the directors relating to such person. Employment by the commonwealth or service in an agency of the commonwealth shall not be deemed to be such an interest or involvement.

(f) The directors shall appoint the president of the corporation and shall establish the president's salary. The president shall be the chief administrative and operational officer of the corporation and shall direct and supervise administrative affairs and the general management of the corporation. The president may employ such other employees as shall be designated by the directors, shall attend meetings of the directors, shall cause copies to be made of all minutes and other records and documents of the corporation and shall certify that such copies are true copies and all persons dealing with the corporation may rely upon such certification.

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

(h) Directors shall not be liable to the commonwealth, to the agency or to any other person as a result of the director's activities, whether ministerial or discretionary, as such directors, except for willful dishonesty or intentional violations of the law. The corporation may purchase liability insurance for directors, officers, and employees and may indemnify said persons against claims of others.

(i) Documentary materials, data or conversations made or received by a director or employee of the corporation and consisting of, or to the extent that such materials, data or conversations consist of, trade secrets or commercial or financial information regarding the operation of a business conducted by an applicant for assistance which the corporation is empowered to render or regarding the competitive position of such applicant in a particular field of endeavor, shall not be public records of the corporation and shall not be subject to section 10 of chapter 66. A discussion or consideration of such trade secrets or commercial or financial information may be held by the directors in executive session closed to the public notwithstanding chapter 30A, but the purpose of such an executive session shall be set forth in the official minutes of the corporation and no business which is directly related to such purpose shall be transacted nor shall a vote be taken in such an executive session.