Whereas, The deferred operation of this act would tend to defeat its purpose, which is to immediately authorize the establishment of the U.S.S. Lexington Development Corporation, therefore it is hereby declared to be an emergency law, necessary for the immediate preservation of the public convenience.
Be it enacted by the Senate and House of Representatives
in General Court assembled, and by the authority of the same,
SECTION 1. It is hereby found and declared that a need exists to instill recognition, pride and patriotism in the citizens of the commonwealth, the United States of America and the international community regarding the vital contributions that the city of Quincy and the commonwealth have made to the development of this nation and its national heritage in the fields of shipbuilding, maritime history, national defense efforts, the national economy and other achievements important to the general history of the nation.
In furtherance of the above, it is hereby declared to be the policy of the commonwealth to assist with the acquisition of the U.S.S. Lexington and develop and improve the physical complex area servicing the ship and provide a location for the education and recreation for citizens, guests and visitors. In doing so, the corporation herein established, will acquire, refurbish and maintain the U.S.S. Lexington and the adjacent physical complex in order that it will serve as a major attraction for local citizens and tourists. The corporation will also establish and develop a national museum of shipbuilding history which will maintain records, manuscripts, log books, artifacts, works of art, oral histories and other historical materials and provide exhibitions and displays and otherwise educate visitors as to the importance of the commonwealth's maritime and shipbuilding history and its importance to the United States of America. Said activities will provide a significant impetus to tourism and otherwise stimulate the economy of the commonwealth.
It is hereby further found and declared that the purposes and powers conferred herein constitute a valid public purpose and that the enactment of the provisions hereinafter set forth is in the public interest and is hereby so declared to be such as a matter of determination by the general court.
SECTION 2. (a) There is hereby created within the executive office of economic affairs a body politic and corporate to be known as the U.S.S. Lexington Development Corporation which shall not be subject to the supervision or control of the executive office of economic affairs or any other board, bureau, department or agency of the commonwealth except to the extent and in the manner specifically provided in this act. The corporation is hereby constituted a public instrumentality and the exercise by the corporation of the powers conferred by this chapter shall be deemed and held to be the performance of an essential governmental function.
(b) The corporation shall be governed and its corporate powers exercised by or under the supervision of a board of directors which shall consist of nine directors. All directors shall be appointed, and a chairman designated, by the mayor of the city of Quincy. Nothing contained herein shall be construed to prevent the mayor of the city of Quincy from appointing himself or his designee as a member of the board of directors. Three members of the board initially appointed shall serve for a term of one year, three members of the board initially appointed shall serve for a term of two years and three members of the board of directors initially appointed shall serve for a term of three years. Persons appointed to terms succeeding the terms of members initially appointed shall be appointed to serve terms of three years. Each member of the board of directors shall serve until his successor is appointed and qualified and each appointed member of the board of directors shall be eligible for reappointment.
Each member of the board of directors appointed to fill a vacancy on the board shall be appointed for the unexpired term of the vacant position. Any member of the board of directors may be removed by the appointing authority for misfeasance, malfeasance or wilful neglect of duty upon the filing by the appointing authority with the secretary of the commonwealth of a statement of facts and circumstances which form the basis for such removal.
(c) Five of the directors shall constitute a quorum and the affirmative vote of five directors shall be necessary for any action to be taken by the board. The members of the board shall serve without compensation, but each member shall be entitled to reimbursement for his actual and necessary expenses incurred in the performance of his official duties.
(d) The provisions of chapter two hundred and sixty-eight A shall apply to all directors or their designees and employees of the corporation. Employment by the commonwealth, the city of Quincy or service in any agency thereof shall not be deemed to be an interest or involvement for purposes of chapter two hundred and sixty-eight A.
(e) The corporation may employ an executive director and such other employees, full time or seasonal, as the board of directors deems necessary to operate the corporation and carry out its activities.
(f) The corporation shall continue as long as it shall have bonds outstanding and until its existence is terminated by law. Upon the termination of the existence of the corporation, all right, title and interest in all of its assets and all of its obligations, duties, covenants, agreements and obligations shall vest in and be possessed, performed and assumed by the commonwealth.
(g) The corporation shall not receive financial assistance of any kind from the Commonwealth of Massachusetts during its existence.
SECTION 3. The corporation shall have all powers necessary or convenient to carry out and effectuate its purposes, including, without limiting the generality of the foregoing, the powers:
(a) to adopt and amend by-laws, regulations and procedures for the governance of its affairs and the conduct of its business;
(b) to adopt an official seal;
(c) to sue and be sued, to prosecute and defend actions relating to its properties and affairs, and to be liable in tort in the same manner as a private person; provided, however, that the corporation is not authorized to become a debtor under the United States Bankruptcy Code;
(d) to appoint officers and employees and to engage consultants, agents and advisors;
(e) to enter into contracts and agreements including contracts with the federal government and its agencies and execute all instruments necessary or convenient; such contracts and agreements may include, without limiting the foregoing, construction agreements, purchase or acquisition agreements, loan or lease agreements, partnership agreements, joint ventures, participation agreements or loan agreements;
(f) to acquire personal or real property, or any interest therein, on either a temporary or permanent basis in the name of the corporation by gift, purchase, transfer, foreclosure, lease or otherwise including rights or easements; to hold, sell, assign, lease, encumber, mortgage or otherwise dispose of any real or personal property or any interest therein, or mortgage any interest owned by it or under its control, custody or in its possession; to release or relinquish any right, title, claim, lien, interest, easement or demand however acquired, including any equity or right of redemption in property foreclosed by it; to take assignments of leases and rentals, proceed with its foreclosure actions or take any other actions necessary or incidental to the performance of its corporate purposes;
(g) to take property by eminent domain under chapter seventy-nine of the General Laws whenever appropriations have been made therefor by the board of directors; provided that the eminent domain powers of the corporation shall be limited to any site not exceeding twenty acres adjacent to the berthing dock for the U.S.S. Lexington, including the docks and related facilities;
(h) to obtain insurance;
(i) to apply for and accept grants, loans, advances and contributions from any source of money, property, labor or other things of value, to be held, used and applied for its corporate purposes;
(j) to borrow money, issue bonds and apply the proceeds thereof as provided in section four;
(k) to establish and collect fees and charges as the corporation shall determine to be reasonable; and to receive and apply revenues from fees and charges to the purposes of the corporation;
(l) to enjoy exclusive jurisdiction over the lands, water, shores, marshes, piers, docks, parking lots, buildings and the U.S.S. Lexington which shall comprise the Lexington Commission Complex, hereinafter referred to as the complex subject only to the rights enjoyed by the United States of America, or the Commonwealth of Massachusetts and any common law rights which the public may have in intertidal land; the complex shall be located in the city of Quincy and shall not exceed twenty acres in size;
(m) to dredge and remove, or replace fill in the water adjacent to the berth of the U.S.S. Lexington subject to all state and federal laws and regulations with respect to dredging and filling;
(n) to establish rules and regulations for the operation of the complex;
(o) to provide services free of charge, at the discretion of the board of directors, to local, state and federal agencies; and
(p) to exercise any other powers of a corporation organized under chapter one hundred and fifty-six B.
SECTION 4. (a) In order to raise funds for the acquisition of personal and real property including land acquisition costs, capital expenditures including construction and equipment costs relating to the complex and initial operational expenses, the corporation is authorized to issue bonds in an amount not to exceed ten million dollars. Bonds issued by the corporation shall not constitute a debt or pledge of faith and credit of the commonwealth or of any of its political subdivisions but shall be payable solely from the revenues provided for under a financing document in connection therewith or from reserve funds or other funds of the corporation or from funds derived from the issuing of duly authorized refunding bonds. All bonds issued by the corporation shall suitably state that the bonds are not an obligation of the commonwealth or of any of its political subdivisions but are payable solely from the funds specifically pledged for their payment.
(b) The corporation shall provide for issuance of its bonds from time to time by resolution of the board of directors. An issue of bonds of the corporation may combine more than one of the corporation's authorized purposes for borrowing money. Bonds issued by the corporation may be issued as general obligations of the corporation or as special obligations payable solely from particular revenues or funds, as may be provided for in any financing document pertaining thereto. Bonds of each issue may be dated, may bear interest at such rate or rates, including rates variable from time to time, may be payable in any domestic or foreign currency and at any domestic or foreign location, and may mature or otherwise be payable at such time or times as may be provided for by the corporation and may be made redeemable or determinable before maturity at the option of the corporation or the holder thereof at such price or prices and under such terms and conditions as may be fixed by the corporation. The corporation shall determine the manner of execution of such bonds, and shall fix the denomination or denominations of such bonds and the place or places of payment of principal, redemption premium, if any, and interest thereon. In case any officer whose signature or a facsimile of whose signature shall appear on any bonds shall cease to be such officer before the delivery thereof, such signature or facsimile shall nevertheless be valid and sufficient for all purposes of as if such officer had remained in office until delivery. The corporation may provide for authentication of bonds by a trustee, fiscal agent, registrar or transfer agent. Bonds shall be issued in registered form. The corporation may also establish and maintain a system of registration for any bonds whereby the name of the registered owners, the rights evidenced by the bonds, the transfer of the bonds and such rights and other similar matters are recorded in books or other records maintained by or on behalf of the corporation, and no instrument evidencing such bond or rights need be delivered to the registered owner by the corporation. A copy of the books or other records of the corporation pertaining to any bond registered under such registration system certified by an authorized officer of the corporation or by the agent of the corporation maintaining such system shall be admissible in any proceeding without further authentication. The board may by resolution delegate to any director or directors or officer or officers of the corporation or any combination thereof the power to determine any of the matters set forth in this section. In the discretion of the corporation, bonds of the corporation may be issued with such terms as will cause the interest thereon to be subject to federal income taxation. The corporation may sell its bonds in the manner, either at public or private sale, for the price, at the rate or rates of interest, or at discount in lieu of interest, as it determines will best effect its corporate purposes.
(c) The corporation may issue interim receipts to temporary bonds exchangeable for definitive bonds when the bonds shall have been executed and are available for delivery. The corporation may also provide for replacement of any bonds which shall have become mutilated or shall have been destroyed or lost. The corporation, by itself or through such agent as it may select, may purchase and invite offers to tender for purchase any bonds of the corporation at any time outstanding, provided, however, that no such purchase by the corporation shall be made at a price, exclusive of accrued interest, if any, exceeding the principal amount thereof or, if greater, the redemption price of such bonds when next redeemable at the option of the corporation, and may resell any bonds so purchased in such manner and for such price as it may determined will best effect its corporate purposes.
SECTION 5. (a) Bonds issued by the corporation, their transfer and the income therefrom, including any profit made on the sale thereof, shall, at all times, be exempt from taxation by and within the commonwealth.
(b) The corporation shall be exempt from any corporate or franchise tax under chapter sixty-three of the General Laws or any other relevant general or special law.
(c) All real and personal property owned by the corporation shall be exempt from taxes or assessments of the commonwealth, any agency thereof or the city of Quincy.
SECTION 6. The books and records of the corporation shall be subject to a biennial audit by the auditor of the commonwealth.
SECTION 7. The corporation shall annually submit to the governor, the chairman of the senate ways and means committee, the chairman of the house ways and means committee, the commissioner of administration, the comptroller, the mayor of the city of Quincy and the president of the Quincy city council within ninety days after the end of its fiscal year, a complete and detailed report setting forth its operation and accomplishments, including all projects, loans or bonds; its receipts and expenditures during such fiscal year in accordance with the categories and classifications established by the corporation for its operating and capital outlay purposes; and its assets and liabilities at the end of the fiscal year, including a schedule of its commitments and status of funds.