COMMITTEE SUBSTITUTE
FOR
H. B. 4443
(By Mr. Speaker, Mr. Kiss, and Delegates Martin,
Mezzatesta, Stemple, Thompson, Boggs and Michael)
[Originating in the Committee on Finance]
[March 3, 1998]
A BILL to amend and reenact sections four, five and six, article
seven, chapter twelve of the code of West Virginia, one
thousand nine hundred thirty-one, as amended, all relating to
the jobs investment trust board.
Be it enacted by the Legislature of West Virginia:
That sections four, five and six, article seven, chapter
twelve of the code of West Virginia, one thousand nine hundred
thirty-one, as amended, be amended and reenacted, all to read as
follows:
ARTICLE 7. JOBS INVESTMENT TRUST FUND.
§12-7-4. Jobs investment trust board; composition; appointment,
term of private members; chairman; quorum.
(a) There is hereby created the jobs investment trust board.
The board is created as a public body corporate and established to
improve and otherwise promote economic development in this state.
(b) The board shall consist of thirteen members, five of whom shall serve by virtue of their respective positions. These five
are the president of West Virginia university or his or her
designee; the president of Marshall university or his or her
designee; the chancellor of the board of directors of the state
college system or his or her designee; the executive director of
the West Virginia housing development fund and the secretary of
commerce, labor and environmental resources executive director of
the development office. Two members shall be appointed by the
governor from a list of four names submitted by the board of
directors of the housing development fund. The other six members
shall be appointed from the general public by the governor. Of the
members of the general public appointed by the governor, one shall
be an attorney with experience in finance and investment matters,
one shall be a certified public accountant, one shall be a
representative of labor, one shall be experienced or involved in
innovative business development, two shall be present or past
executive officers of companies listed on a major stock exchange or
large privately held companies.
(c) In case of any vacancy on the board, such vacancy shall be
filled by appointment by the governor for the unexpired term in the
same manner as the original appointment. Any person appointed to
fill a vacancy shall serve only for the unexpired term.
(d) The governor may remove any appointed member in case of
incompetency, neglect of duty, moral turpitude or malfeasance in office, and the governor may declare the office vacant and fill the
vacancy as provided in other cases of vacancy.
(e) The chairman of the board shall be elected by the board
from among the members of the board.
(f) Seven members of the board shall constitute a quorum. No
action may be taken by the board except upon the affirmative vote
of at least a majority of those members present, but in no event
fewer than six of the members serving on the board.
(g) The members of the board, including the chairman, shall
receive no compensation for their services as members of the board
but shall be entitled to their reasonable and necessary expenses
actually incurred in discharging their duties under this article.
(h) The board shall meet on a quarterly basis beginning the
first day of July, one thousand nine hundred ninety-two, or more
often if necessary.
(i) The terms of the board members appointed by the governor
first taking office on or after the effective date of this
legislation shall expire as designated by the governor at the time
of the nomination, two at the end of the first year, two at the end
of the second year, two at the end of the third year and two at the
end of the fourth year, after the first day of July, one thousand
nine hundred ninety-two. As these original appointments expire,
each subsequent appointment shall be for a full four-year term.
Any member whose term has expired shall serve until his or her successor has been duly appointed and qualified. Any member shall
be eligible for reappointment.
§12-7-5. Management and control of jobs investment trust vested in
board; officers; liability; authority of executive
director to act on behalf of board; relationship to
higher education institutions.
(a) It shall be the duty of the board to manage and control
the jobs investment trust. In order to carry out the day-to-day
management and control of the trust and effectuate the purposes of
this article, the board shall appoint an executive director who is
or has been a senior executive of a major financial institution,
brokerage firm, investment firm, or similar institution, with
extensive experience in capital market development. The board
shall fix the executive director's duties. The board shall fix the
compensation of the executive director and the compensation shall,
at least in part, be incentive based. The executive director shall
serve at the will and pleasure of the board.
(b) The board shall elect a secretary annually, who need not
be a member of the board, to keep a record of the proceedings of
the board.
(c) The members and officers of the board shall not be liable
personally, either jointly or severally, for any debt or obligation
created by the board.
(d) The acts of the board shall be solely the acts of its corporation and shall not be deemed to be those of an agent of the
state, nor shall any debt or obligation of the board be deemed to
be a debt or obligation of the state.
(e) Upon the affirmative vote of at least a majority of those
members in attendance or participating in a meeting of the board,
but in no event fewer than six of the members serving on the board,
the board may, in its discretion, authorize the executive director
for and on behalf of the board to execute and deliver any
instruments, agreements or other documents that are required or are
reasonably necessary to effectuate the decisions or acts of the
board.
(e) (f) The West Virginia housing development fund shall
provide office space and staff support services for the director
and the board, shall act as fiscal agent for the board and, as
such, shall provide accounting services for the board, invest all
funds as directed by the board, service all investment activities
of the board, and shall make the disbursements of all funds as
directed by the board, for which the West Virginia housing
development fund shall be reasonably compensated, as determined by
the board.
(f) (g) The board and the executive director shall involve
students and faculty members of state institutions of higher
education in the board's activities, in order to enhance the
opportunities at such institutions for learning, and for participation in the board's investment activities and in the
economic development of the state, whether in research, financial
analysis, management participation, or in such other ways as the
board and the executive director may, in their discretion, find
appropriate.
§12-7-6. Corporate powers.
The board shall have the power:
(1) To make loans, with or without interest, but with such
security for repayment as the jobs investment trust board
determines reasonably necessary and practicable, from the board's
fund, for investment in eligible businesses that stimulate economic
growth and provide or retain jobs in this state; such loans shall
be made only upon determination by the board that the loans are
prudent and meet the criteria established by the board;
(2) To accept appropriations, gifts, grants, bequests and
devises and to utilize or dispose of the same to carry out its
corporate purposes;
(3) To make and execute contracts, releases, compromises,
agreements and other instruments necessary or convenient for the
exercise of its powers or to carry out its corporate purposes;
(4) To collect reasonable fees and charges in connection with
making and servicing loans, notes, bonds, obligations, commitments
and other evidences of indebtedness, in connection with making
equity investments and in connection with providing technical, consultative and project assistance services;
(5) To sue and be sued;
(6) To have a seal and alter the same at will;
(7) To make, and from time to time, amend and repeal bylaws
and rules and regulations not inconsistent with the provisions of
this article;
(8) To hire its own employees and appoint such officers and
consultants as it deems advisable, and to fix their compensation
and prescribe their duties;
(9) To acquire, hold and dispose of real and personal property
for its corporate purposes;
(10) To enter into agreements or other transactions with any
federal or state agency, college or university, any person and any
domestic or foreign partnership, corporation, association or
organization;
(11) To acquire real property, or an interest therein, in its
own name, by purchase or foreclosure, where acquisition is
necessary or appropriate to protect any loan in which the board has
an interest and to sell, transfer and convey any property to a
buyer and, in the event a sale, transfer or conveyance cannot be
effected with reasonable promptness or at a reasonable price, to
lease property to a tenant;
(12) To purchase or sell, at public or private sale, or to
negotiate, transfer, sell or assign, any mortgage, instrument, debenture, bond or other negotiable instrument or obligation
securing a loan or any part or portion thereof, or any security or
other instrument evidencing an equity or other ownership interest:
Provided, That the board may not leverage venture capital through
the sale of bonds issued by the jobs investment trust, and any debt
obligations of a nongovernmental entity in which the jobs
investment trust holds an equity interest may not be marketed as a
governmental security by reason of the interest of the jobs
investment trust. Any offering of any bond, security or evidence
of indebtedness shall include the representation the jobs
investment trust board is a public body corporate managing a
venture capital fund that includes high-risk investments, and that
in any transfer, sale, or assignment of any interest, the
transferee, purchaser or assignee accepts any risk without recourse
to the jobs investment trust or to the state. The secretary of the
department of administration may not be a party signatory to any
document associated with the transfer, sale or assignment of any
interest by the jobs investment trust absent the express consent of
the Legislature.
(13) To procure insurance against any loss in connection with
its property in such amounts, and from such insurers, as may be
necessary or desirable;
(14) To consent, whenever it considers it necessary or
desirable in the fulfillment of its corporate purpose, to the modification of the rate of interest, time of payment or any
installment of principal or interest, or any other terms, of
investment, loan, contract or agreement of any kind to which the
board is a party;
(15) To establish training and educational programs to further
the purposes of this article;
(16) To file its own travel rules; and regulations;
(17) To borrow money to carry out its corporate purpose in
such principal amounts and upon such terms as shall be necessary to
provide sufficient funds for achieving its corporate purpose;
(18) To take options in or warrants for, subscribe for,
acquire, by purchase or otherwise, and to hold, transfer, sell,
vote, employ, mortgage, pledge, assign, pool or syndicate or
participate in the syndication of, any loans, notes, mortgages,
securities or debt instruments or other instruments evidencing
loans or equity or other ownership interests of or in other
domestic or foreign corporations, associations, partnerships,
limited partnerships, limited liability partnerships, limited
liability companies, joint ventures or other private enterprise in
or for the fostering of economic growth, jobs preservation and
creation in the state of West Virginia, and all other acts which
carry out the board's purpose;
(19) To contract with either Marshall university or West
Virginia university, or both, for the purpose of retaining the services of, and paying the reasonable cost of services performed
by the institution for the board in order to effectuate the
purposes of this article;
(20) To enter into collaborative arrangements or contracts
with private venture capital companies when deemed advisable by the
board;
(21) To provide equity financing for any eligible business
that will stimulate economic growth and provide or retain jobs in
this state, and to hold, transfer, sell, assign, pool or syndicate,
or participate in the syndication of, any loans, notes, mortgages,
securities or debt instruments or other instruments evidencing
loans or equity interest if in furtherance of the board's corporate
purposes;
(22) To form partnerships, create subsidiaries or take all
other actions necessary to qualify as a small business investment
company under the United States Public Law (85-699) Small Business
Investment Act, as amended; and
(23) To provide for staff payroll and make purchases in the
same manner as the housing development fund.
NOTE: The purpose of this bill is to modify the membership
and powers of the Jobs Investment Trust Board.
Strike-throughs indicate language that would be stricken from
the present law, and underscoring indicates new language that would
be added. Section five-e is new; therefore, strike-throughs and
underscoring have been omitted.
Email
Webmaster | © 2024 West Virginia Legislature **
