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  • Acts
  • 2000
  • Chapter 368 AN ACT ESTABLISHING THE BOURNE FINANCIAL DEVELOPMENT CORPORATION.

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


SECTION1.  As used in this act, the following words shall, unless the context requires otherwise, have the following meanings:-

??????????? "Corporation", the Bourne Financial Development Corporation, established in section3.

??????????? "Financial institution", a banking corporation or institution, trust company, savings bank, cooperative bank, savings and loan association, insurance company or related corporation partnership, foundation, or other institution engaged primarily in lending or investing funds.

??????????? "Incorporators", all appointed members of the Bourne Economic Development Task Force and any other individuals who may be appointed by the board of selectmen of the town of Bourne prior to the first meeting of the corporation.

??????????? "Member", an individual, as defined within the by-laws of the corporation and approved by the incorporators, entitled to participate in the activities of the corporation, either in a voting or nonvoting capacity.

??????????? SECTION2.  It is hereby determined that undeveloped, underused or underdeveloped areas exist in parts of the town of Bourne, including, but not limited to, the Buzzards Bay business district, and other areas of the town which are presently zoned for business and industrial use; that a redevelopment plan is necessary to retain existing commercial enterprises, to attract new commercial and industrial development, and to promote the sound economic growth of the town of Bourne; that the existence of undeveloped, underused or underdeveloped areas render persons and entities unwilling to locate in the town of Bourne and cannot be dealt with effectively by the ordinary operation of private enterprise without the aids herein provided including, but not limited to, preventing disuse, underuse, or underdevelopment, improving sites for business, commercial, and industrial uses, and disposing of property redeveloped in the course of the foregoing; that the exercise of powers by the corporation and any assistance that may be provided by the town of Bourne 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 undeveloped, underused, and underdeveloped areas for commercial or industrial 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 the town of Bourne and the commonwealth.

??????????? It is hereby further found and declared that there exists in the town of Bourne a condition of underemployment which causes hardship to many individuals and families, wastes vital human resources, impedes the economic and physical development of the town of Bourne and adversely affects the welfare and prosperity of the people; that underemployment has been caused in substantial part by commercial and industrial businesses moving from the town of Bourne; that abandonment of existing facilities is causing serious damage to the economy of the town of Bourne; that such facilities are underutilized or vacated, thereby creating additional underemployment; that the commercial and industrial sector of the economy provides one of the best opportunities for jobs at higher wages for the inhabitants of the town of Bourne; that new commercial and industrial sites are required to attract and house new commercial and industrial development and to retain existing commercial and industrial operations in need of expansion space; that the unaided efforts of private industry have not provided and cannot provide the necessary commercial and industrial sites within the local 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 and industrial development projects.

??????????? SECTION3.  There is hereby constituted a public body politic and corporate under the name of the Bourne Financial Development Corporation.? The corporation shall be subject to and shall have the powers and privileges conferred by the provisions of chapter180 of the General Laws except insofar as said provisions are inconsistent with or otherwise restricted or limited by this act.

??????????? SECTION4.  The principal office of the Bourne Financial Development Corporation shall be located in the town of Bourne.

??????????? SECTION5.  The purposes of the Bourne Financial Development Corporation shall be to:correct the conditions found to exist in the town of Bourne, as described in section2; promote the common good and general welfare of the town of Bourne; improve the living standards of its citizens by fostering the improvement of their employment opportunities; and solicit, encourage and induce business organizations and educational institutions to locate in the town of Bourne with an emphasis on expanding the tax base of the town of Bourne.

??????????? The corporation shall assist and promote the development and expansion of business activities and business organizations in the town of Bourne including, but not limited to, the Buzzards Bay business district and in other areas of the town of Bourne zoned for business and industrial use.

??????????? In order to further the public purposes named in this section and in addition to the powers conferred on the corporation under section3, the corporation shall, subject to the restriction and limitations hereinafter provided, have the following powers:

??????????? (a)accept, acquire, except 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 corporation from any federal agency or agency of the commonwealth or any political subdivision thereof;

??????????? (b)sell, convey, mortgage, lease, transfer, exchange, or otherwise dispose of any such property, both real and personal, that the objectives and purposes of the corporation may require, subject to such limitations as may be prescribed by law;

??????????? (c)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 the corporation for monies borrowed or in payment for property acquired or for any of the other purposes of the 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 the corporation whether now owned or hereafter acquired;

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

??????????? (e)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 the corporation may require; provided, however, that nothing contained herein shall be construed to grant to the corporation the power of eminent domain;

??????????? (f)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 the corporation may require;

??????????? (g)acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the bonds, debentures, notes or other securities as 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)cooperate with and avail itself of the facilities and programs including, but not limited to, those of the Small Business Development Corporation, Massachusetts Office of Business Development, United States Department of Commerce, New England Regional Commission and any similar governmental agencies;

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

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

??????????? (k)employ consultants; and

??????????? (l)promote the town of Bourne as a retail, commercial, business, industrial, professional, technological, and financial center.

??????????? The 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 the corporation shall participate in any of the prohibited transactions, as defined in Section503 of the Internal Revenue Code nor shall the 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 Section503 of the Internal Revenue Code, nor shall the corporation be operated at any time for the purpose of carrying on a trade or business for profit, or other than for public purpose.? The transactions in which the corporation engages shall not result in private liability for any of the incorporators, members, directors, officers or employees.

??????????? SECTION6.  Notwithstanding any rule of 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 section1 of chapter164 of the General Laws, any railroad corporation as defined in section1 of chapter160 of the General Laws, financial institutions, trustees and the town of Bourne may acquire, purchase, hold, sell, assign, transfer or otherwise dispose of any bonds, securities or other evidence of indebtedness of the Bourne Financial Development Corporation and to make contributions to the corporation.

??????????? Any contribution made under the provisions of this section to the corporation shall be in addition to the contributions authorized by section12C of chapter155 of the General Laws and by any other provisions of any general or special law.

??????????? SECTION7.  In order to carry out the purposes and exercise the powers of the Bourne Financial Development Corporation, the town of Bourne may raise and appropriate, or may borrow in aid of the corporation, such sums as may be necessary to make a loan or grant to the corporation.

??????????? Any borrowing by the town of Bourne for the purposes contained in this section shall not be included for the purpose of computation of the debt limits otherwise imposed upon municipalities by the General Laws.

??????????? SECTION8.  The members of the Bourne Financial Development Corporation shall have the powers of the corporation to elect directors as provided in section9 and to exercise such other powers of the 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 Section501(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.

??????????? SECTION9.  The board of directors of the Bourne Financial Development Corporation shall consist of up to 15 members.? Three directors shall be persons appointed annually by the board of selectmen of the town of Bourne.? The remaining directors shall be elected by and from among the members of the corporation, as prescribed in the by-laws.

??????????? SECTION10.  The board of directors shall conduct and manage the business and affairs of the Bourne Financial Development Corporation, including, but not limited to, (a)establishing a fiscal year for the operation of the corporation; (b)employing an executive director and other support staff as may be necessary; (c)creating, amending or repealing by-laws in whole or in part.? There shall be a president, treasurer, and a secretary or clerk whose duties and terms of office shall be as described in the by-laws.

??????????? No directors or officer shall be responsible for losses of the corporation unless the losses have been occasioned by the willful misconduct of that director or officer.

??????????? SECTION11.  The Bourne Financial Development 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, member of the board, or staff person of the depository so designated.

??????????? The corporation shall not act as a depository for other organizations or individuals.

??????????? SECTION12.  The Bourne Financial Development 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 Bourne within 60 days of the close of the corporation's fiscal year.? Said state secretary shall make copies of such reports available to the commissioner of insurance and to the commissioner of banks and the corporation shall also furnish such information as may, from time to time, be required by the state secretary.

??????????? SECTION13.  The first meeting of the Bourne Financial Development Corporation shall be called by a notice signed by three or more of the incorporators and stating the time, place, and purpose of the meeting.? A copy of the notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting.? The first meeting may be held without five days notice if a written agreement acknowledging the lack of notice is promulgated and 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 the first meeting, the incorporators shall organize by the election 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 the corporation as 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 section13 of chapter155 of the General Laws has been filed in the office of the state secretary, the state secretary shall issue and deliver to the incorporators a certified copy of the provisions of this act, under the seal of the commonwealth, and the corporation shall then be authorized to commence business.

??????????? SECTION14.  The Bourne Financial Development Corporation shall not be subject to any of the provisions of chapter63 of the General Laws, nor shall the 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 the corporation and income therefrom shall, at all times, be free from taxation by the commonwealth.

??????????? SECTION15.  The Bourne Financial Development 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 section50 of chapter155 of the General Laws.

??????????? SECTION16.  If the Bourne Financial Development Corporation shall fail to commence operations within three years from the effective date of this act, the provisions of this act shall cease to be effective.

??????????? SECTION17.  This act shall take effect upon its passage.

Approved December 29, 2000.