Section 3. There is hereby created a body, politic and corporate, to be known as the Massachusetts Technology Park Corporation hereinafter referred to as the corporation. The corporation is hereby constituted a public instrumentality of the commonwealth and the exercise by the corporation of the powers conferred in this chapter shall be deemed and held to be an essential governmental function. The corporation is hereby placed in the department of economic development but shall not be subject to the supervision or control of said department or of any board, bureau, department or other agency of the commonwealth except as specifically provided in this chapter.
The corporation shall be governed and its corporate powers exercised by a board of directors, which shall consist of the secretary of housing and economic development or his designee, the secretary of administration and finance or his designee and the commissioner of higher education or his designee and 20 persons to be appointed by the governor, 2 of whom shall be appointed from a list of persons nominated by the president of the senate, 2 of whom shall be appointed from a list of persons nominated by the speaker of the house of representatives, 6 of whom shall be chief executive officers of post-secondary educational institutions or distinguished members of the engineering or scientific faculties of those institutions, or members of other appropriate faculties, and of those 6, at least 2 shall be representatives of public post-secondary educational institutions, and 6 of whom shall be chief executive officers, chairpersons or chief engineers of businesses concerned with any technology which may be subject to this chapter, and 2 of whom shall be recommended by the Massachusetts AFL–CIO. Each director appointed from the list of nominations recommended by the president of the senate and the speaker of the house of representatives shall serve a term of 2 years to be coterminous with the legislative session of the general court. Each director appointed by the governor shall serve for a term of 5 years and thereafter until his successor is appointed. Any person appointed to fill a vacancy on the board shall be appointed in a like manner and shall serve for the unexpired term of the predecessor director. Any director shall be eligible for reappointment. Any director may be removed by the governor for cause. Twelve directors shall constitute a quorum and the affirmative vote of a majority of the directors present and eligible to vote at a meeting shall be necessary for any action to be taken by the board. The directors shall serve without compensation, but each director shall be entitled to reimbursement for actual and necessary expenses incurred in the performance of official duties. The board shall meet at least 4 times in each year and shall have final authority over the activities of the corporation.
The secretary of housing and economic development or the secretary's designee shall serve as chairperson. The board shall annually elect from among its members a vice-chairperson and may designate a treasurer and a secretary, who need not be members of the board. The secretary 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 and its official seal. The secretary 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. The treasurer shall be the chief financial and accounting officer of the corporation and shall be in charge of its funds, books of account, and accounting records. The executive committee of the board shall consist of the chairperson and the vice-chairperson, together with the secretary of housing and economic development, and not less than 2 individuals elected annually by the board from among its members, 1 of whom shall be a board member from a post-secondary educational institution and 1 of whom shall be a board member from a business. The executive committee shall have all the powers of the board between meetings of the board, to be exercised in accordance with by-laws established by the board. The executive committee shall meet as often as considered necessary by the committee.
The provisions of chapter two hundred and sixty-eight A shall apply to all directors, officers and employees of the corporation except that the corporation may purchase from, sell to, borrow from, contract with or otherwise deal with any organization in which any director of the corporation is in any way interested or involved; provided, however, that such interest or involvement is disclosed in advance to the directors and recorded in the minutes of the proceedings of the corporation; and provided, further, that no director having such an interest or involvement may participate in any decision relating to such organization.
Neither the corporation nor any of its officers, directors, agents, employees, consultants or advisors shall be subject to the provisions of sections three B of chapter seven, sections nine A, forty-five, forty-six and fifty-two of chapter thirty, chapter thirty-one, or sections twenty-seven and twenty-seven A to twenty-seven E, inclusive, of chapter one hundred and forty-nine; provided, however, that in purchasing products or services, the corporation shall at all times follow generally accepted good business practices.
All officers and employees of the corporation having access to its cash or negotiable securities shall give bond to the corporation at its expense, in such amount and with such surety as the board may prescribe. The persons required to give bond may be included in one or more blanket or scheduled bonds.
Directors and officers who are not regular, compensated employees of the corporation shall not be liable to the commonwealth, to the corporation 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. The board of the corporation may purchase liability insurance for directors, officers and employees and may indemnify said persons against the claims of others.