Section 9 Economic stabilization trust; board of trustees; officers; duties; liabilities; public records - Massachusetts Statutes

Section 9. (a) The trust shall be governed by and its powers exercised by a board of trustees which shall consist of five members: the director of economic development and director of labor and workforce development and three persons to be appointed by the governor, who shall together be experienced in the financial analysis of businesses, turnarounds of troubled businesses, the management of businesses, and the organization and operation of employee-owned businesses; provided, however, that each such trustee shall be experienced and knowledgeable in at least one such area. Each trustee appointed by the governor shall serve for four years, except that in making the initial appointments the governor shall appoint one trustee to serve for two years, one trustee to serve for three years, and one trustee to serve for four years. Any person appointed to fill a vacancy in the office of trustee shall serve for only the unexpired term of such trustee. Any trustee shall be eligible for reappointment. Any trustee may be removed from his appointment by the governor for cause. The governor shall from time to time designate one trustee as chairperson of the board of trustees.

(b) Three of the trustees of the trust shall constitute a quorum and the affirmative vote of three trustees shall be necessary for any action to be taken by the trust.

(c) Each trustee shall be entitled to reimbursement for his actual and necessary expenses incurred in the performance of his official duties. The governor shall determine, when appointing each trustee, the amount of compensation said trustee shall receive; provided, however, that the governor determines such compensation is necessary both to appoint such experienced and expert trustees as required in this section and to ensure said trustees will be available to act promptly when a prompt decision by the board is necessary.

(d) The provisions of chapter two hundred and sixty-eight A shall apply to all trustees, officers and employees of the trust, except that the trust may invest in, purchase from, sell to, borrow from, loan to, contract with or otherwise deal with any person or entity in which any trustee is in any way interested or involved; provided, however, that such interest or involvement is disclosed in advance to the members of the board and recorded in the minutes of the board; and provided, further, that no trustee having such an interest or involvement may participate in any decision of the board relating to such person or entity.

(e) Neither the trust nor any of its officers, agents, employees, consultants or advisors shall be subject to the provisions of sections nine A, forty-five, forty-six and fifty-two of chapter thirty or to chapter thirty-one.

(f) The trustees shall elect a secretary and treasurer and may elect or appoint other officers as they may deem necessary, none of whom shall be required to be members of the board. The secretary shall keep a record of the proceedings of the board and shall be custodian of all books, documents, and papers filed by the trustees and of its minute book and seal. The secretary shall cause copies to be made of all minutes and other records and documents of the trust and shall certify that such copies are true copies, and all persons dealing with the fund may rely upon such certification. The treasurer shall be the chief financial and accounting officer of the fund and shall be in charge of its funds, books of account and accounting records.

(g) All officers and employees of the trust having access to its cash and negotiable securities shall give bond to the trust at its expense in such amounts 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.

(h) Trustees shall not be liable to the commonwealth, to the agency or to any other person as a result of their activities, whether ministerial or discretionary, as such trustees except for willful dishonesty or intentional violations of the law. The trust may purchase liability insurance for trustees, officers, and employees, and may indemnify said persons against claims of others.

(i) Any documentary materials, data, or conversations whatsoever made or received by any trustee or employee of the fund and consisting of, or to the extent that such materials, data, or conversations consist of, trade secrets or commercial or financial information regarding the operation of any business conducted by an applicant for assistance which the trust is empowered to render or regarding the competitive position of such applicant in a particular field of endeavor, shall not be deemed public records of the trust and specifically shall not be subject to the provisions of section ten of chapter sixty-six. Any discussion or consideration of such trade secrets or commercial or financial information may be held by the trustees in executive session closed to the public notwithstanding the provisions of section eleven A 1/2 of chapter thirty A, but the purpose of any such executive session shall be set forth in the official minutes of the trust and no business which is directly related to such purpose shall be transacted nor shall any vote be taken during such executive session.