2006 Massachusetts Code - Chapter 40F — Section 2. Creation; membership; quorum; powers and duties; president; meetings.

[Text of section effective until July 1, 2010. Repealed by 1987, 324, Sec. 6. See, also, 1990, 528, Sec. 6 and 2000, 159, Sec. 302.]

Section 2. There is hereby created a body politic and corporate to be known as the Massachusetts Community Development Finance Corporation or CDFC. The CDFC is hereby constituted a public instrumentality and the exercise by the CDFC of the powers conferred by this act shall be deemed to be the performance of an essential governmental function.

The CDFC is hereby placed in the department of housing and community development but shall not be subject to the supervision and control of any executive office, department, division, commission, board, bureau or agency except to the extent and in the manner provided by law.

The corporation shall consist of nine directors, one of whom shall be the director of housing and community development, one of whom shall be the director of economic development, and one of whom shall be the secretary of administration, or his designee. The governor shall appoint the remaining six members, two of whom shall be experienced in investment finance, three of whom shall be residents of target areas and members of community development corporations, and one of whom shall be a representative of organized labor. Each member appointed by the governor shall serve a term of five years, except that in making his initial appointments the governor shall appoint one member to serve for a term of one year, one member to serve for a term of two years, one member for a term of three years, two members for a term of four years, and one member for a term of five years.

Any person appointed to fill a vacancy in the office of a member shall be appointed in a like manner and shall serve for only the unexpired term. Any member shall be eligible for reappointment. Any member may be removed from his appointment by the governor only for good cause. The governor shall appoint the chairman of the board of directors of the corporation who shall be a member of the board. The directors shall annually elect one of their members as vice-chairman and designate a secretary-treasurer who need not be a member of the board. 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.

Five of the directors of the corporation shall constitute a quorum and five affirmative votes shall be necessary for the transaction of business or the exercise of any power or function of the corporation. Each director shall be entitled to reimbursement for his actual and necessary expenses incurred in the performance of his official duties.

The corporation, its directors, officers, and employees shall be subject to the provisions of sections one to four, inclusive, of chapter two hundred and sixty-eight A except that the corporation may purchase from, sell to, borrow from, loan to, contract with or otherwise deal with any public nonprofit community development corporation organized to carry out the purposes of this act of which any director of the corporation is also a member or officer provided that such interest is disclosed in advance to members of the board and recorded in the minutes of the corporation and, provided further, that no director having such a financial interest may participate in any decision affecting such transaction.

The president of the corporation shall be appointed and his salary established by the board of directors. 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 board of directors, shall attend meetings of the board of 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.