An Act To Establish the Maine Domestic Trade Center
Be it enacted by the People of the State of Maine as follows:
Sec. 1. 5 MRSA §13070-C, sub-§2, as enacted by PL 1995, c. 648, §3, is amended to read:
2. Duties. The International Trade Director shall implement the State's policies with respect to development of international trade opportunities for the State's businesses and citizens. The director shall serve as the State's diplomat and shall advocate within the State and abroad on behalf of the State and the State's international community.
The director shall serve as the president of the Maine International Trade Center upon confirmation by the center's Board of Directors of the Maine International Trade Center. The director shall oversee activities of the center and has the duties and responsibilities as provided in Title 10, chapter 107-B. The director shall also serve as the president of the Maine Domestic Trade Center, established in Title 10, chapter 107-E, upon confirmation by the center's Board of Directors of the Maine Domestic Trade Center. The director shall oversee activities of the Maine Domestic Trade Center and has the duties and responsibilities as provided in Title 10, chapter 107-E.
Sec. 2. 10 MRSA c. 107-E is enacted to read:
CHAPTER 107-E
MAINE DOMESTIC TRADE CENTER
§ 949-A. Maine Domestic Trade Center
1. Establishment. The Maine Domestic Trade Center, referred to in this chapter as "the center," is established to enhance the competitive advantage of the State's businesses desiring to compete in the domestic market. The center provides a source of leadership, coordination and a shared vision for interstate trade development in the State. The purpose of the center, through its cooperative public and private board of directors, established in subsection 4, is to help the State's businesses, particularly the State's small businesses, to innovate, grow and create new jobs by providing and enhancing services, in coordination with the economic development activities of the private sector, community and regional agencies and State Government, to facilitate the export of goods and services to other states.
The center is a private nonprofit corporation with a public purpose and the exercise by the center of the powers conferred by this chapter is held to be an essential governmental function.
2. Duties. The center shall provide to private entities, individuals, the State and quasi-public and public entities a base level of services without regard to membership in the center and enhanced services as the center's board of directors may direct. The center shall encourage and assist the growth of the State's domestic economic activities in the following ways.
A. The center shall provide a continuing forum for the exchange of expertise, ideas and innovations between the public and private sectors.
B. The center shall offer high-quality education and technical services to businesses in the State that compete or seek to compete in the interstate market.
C. The center shall act as a catalyst in the development and coordination of programs to improve exports of goods and services to the interstate market.
D. The center shall underscore the importance of interstate trade as a priority of public policy and shall enhance public appreciation of the relevance of the interstate economy.
E. The center shall provide information necessary to transact business in other states and to make effective decisions concerning interstate trade and policy.
F. The center shall support the development and availability of an overall infrastructure conducive to interstate business.
G. The center shall identify market opportunities and potential contracts in other states that match the technologies and expertise available in the State and coordinate and submit appropriate proposal responses.
H. The center shall maintain an interstate commerce database to assist in making program decisions.
3. Members. Members are the private individuals, partnerships, firms, corporations, governmental entities and other organizations that pay dues to the center. For the purposes of this chapter, members may include, but are not limited to, municipal and county governments, councils of government, local and area development corporations, regional planning commissions, development districts, state agencies, higher educational facilities, including the University of Maine System, the Maine Maritime Academy, private colleges and the Maine Community College System, and other public or quasi-public entities. The following 7 public organizations are granted membership by virtue of the State's contributions to the organizations and are exempt from dues requirements and each is entitled to designate one individual to exercise its voting right: the Department of Agriculture, Conservation and Forestry; the Governor's Office of Policy and Management; the Finance Authority of Maine; the Department of Labor; the Department of Marine Resources; the Department of Economic and Community Development; and the Department of Transportation.
Memberships may be set at different levels. Members shall elect 7 members to the board of directors of the center pursuant to subsection 4. All members have a vote in the affairs of the center as set forth in the bylaws of the center, except that when the member is an organization and not an individual the governing body of that organization shall designate the individual who is to exercise the voting right.
4. Board of directors and officers. The Board of Directors of the Maine Domestic Trade Center, referred to in this chapter as "the board of directors," consists of 12 voting directors elected or appointed as provided in this subsection. Each director is entitled to one vote. Directors' terms must be staggered as determined in the bylaws of the center.
The state representative of the United States Department of Commerce and the state representative of the United States Small Business Administration may serve as nonvoting ex officio directors.
The members shall elect 7 directors from among the center's dues-paying membership. The Governor shall appoint 5 directors, one of whom must be the International Trade Director at the Department of Economic and Community Development. The other 4 directors must have business or professional experience. The board of directors shall elect the chair and the vice-chair of the board of directors and the treasurer of the center from among the directors.
5. President. The International Trade Director at the Department of Economic and Community Development shall serve as the president of the center upon confirmation by a majority of the board of directors. Once every 2 years, the Governor shall submit the International Trade Director's name to the board of directors for reappointment. Reappointment is subject to confirmation by a majority of the board of directors. The president shall:
A. Serve as the liaison between the board of directors and the center;
B. Manage the center's programs and services;
C. Ensure that the center's programs reflect the policy and management decisions of the board of directors;
D. Coordinate all services to continually meet the needs of the center as described in the strategic plan for the State;
E. Play a leadership role in coordinating, facilitating and helping to prioritize both the short-term and long-term recommendations of the strategic plan;
F. Serve as the State's representative, providing leadership in the area of domestic trade and advocating within the State and in other states on behalf of the State's business community; and
G. Perform such other duties as the board of directors considers appropriate.
6. Powers. The center may:
A. Sue or be sued in its own name;
B. Apply for and receive funds from any private source or governmental entity, whether by grant, donation, loan or any other manner;
C. Provide services to public or private entities to assist those entities' efforts in the development of domestic trade in the State and to charge such fees for these services as the center determines appropriate;
D. Subject to subsection 7, hire employees to assist in the administration of the center's work;
E. Purchase, receive, hold, lease, acquire by foreclosure, operate, manage, license, sell, convey, transfer or grant real and personal property, together with those rights and privileges that may be incidental and appurtenant to the real and personal property and the use of the real and personal property, including, but not limited to, any real or personal property acquired by the center from time to time in the satisfaction of debts or enforcement of obligations;
F. Make all expenditures and incur any obligations reasonably required in the exercise of sound business principles to secure possession of, preserve, maintain, insure and improve real and personal property or interests in real and personal property acquired by the center;
G. Acquire, subscribe for, own, hold, sell, assign, transfer, mortgage or pledge the stock, shares, bonds, debentures, notes or other securities and evidences of interest in or indebtedness of any person, firm, corporation, joint stock company, partnership, association or trust and, while the owner or holder thereof, exercise all the rights, powers and privileges of ownership, including the right to vote thereon;
H. Mortgage, pledge or otherwise encumber any property right or thing of value acquired pursuant to the powers contained in paragraph E, F or G as security for the payment of any part of the purchase price of the property right or thing of value;
I. Make contracts, including contracts for services, and incur liabilities for any of the purposes authorized in those contracts;
J. Borrow money for any of the purposes authorized in this chapter; incur debt, including the power to issue the center's bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured; and secure the same by mortgage, pledge, deed of trust or other lien on the center's property, rights and privileges of every kind and nature, or any part thereof or interest therein; and
K. Cooperate with governmental agencies and the University of Maine System and cooperate, assist and encourage organizations, local or regional, private or public, in the communities of the State in the promotion, assistance and development of domestic trade in those communities and the State.
7. Sharing of staff and facilities. The Maine International Trade Center shall share facilities and provide staffing services for the center, within existing resources. The board of directors may vote to move the center to its own facilities and to hire additional employees for the center if the board of directors determines that the center has sufficient financial resources to do so without compromising the center's effectiveness.
8. Adoption of bylaws. The center shall adopt bylaws consistent with this chapter for the governance of its affairs and has the general powers accorded corporations under Title 13-C, section 302. The center shall take all actions necessary or convenient to carry out the lawful purposes of the center under this chapter.
9. Limitation of powers. The center may not enter into contracts, obligations or commitments of any kind on behalf of the State or any of its agencies, nor may it have the power of eminent domain or any other power not provided to business corporations generally. Bonds, notes and other evidences of indebtedness of the center may not in any way be a debt or liability of the State or constitute a pledge of the faith and credit of the State.
10. Liability of officers, directors and employees. All officers, directors, employees and other agents of the center, including employees of the Maine International Trade Center providing staffing assistance for the center, entrusted with the custody of the securities of the center or authorized to disburse the funds of the center must be bonded, either by a blanket bond or by individual bonds, with a surety bond or bonds with a minimum limitation of $100,000 coverage for each person covered by the surety bond, conditioned upon the faithful performance of duties, the premiums for which are paid out of the assets of the center.
11. Prohibited interests of officers, directors and employees. Officers, directors and employees of the center, including employees of the Maine International Trade Center providing staffing assistance for the center and their spouses or dependent children, may not receive any direct personal benefit from the activities of the center in assisting any private entity. This subsection does not prohibit corporations or other entities with which officers or directors are associated by reason of ownership or employment from participating in activities of the center or receiving services offered by the center as long as the ownership or employment is made known to the board of directors and, if applicable, the officers or directors abstain from voting on matters relating to that participation. This subsection does not apply to members who are not officers or directors of the center.
12. Donations to State. The State, through the Governor, may accept donations, bequests, devises, grants or other interests of any nature on behalf of the center and transfer those funds, property or other interests to the center.
13. Confidential records. The records and proceedings of the center are public for the purposes of Title 1, chapter 13, except for the following.
A. Information provided to or developed by the center and included in a business or marketing plan is public unless the person to whom the information belongs or pertains requests that it be designated as confidential and the center has determined it contains proprietary information. For the purposes of this subsection, "proprietary information" means information that is a trade secret or production, commercial or financial information the disclosure of which would impair the competitive position of the center or the person submitting the information and would make available information not otherwise publicly available.
B. Any financial statement, supporting data or tax return of any person is confidential.
C. Any record obtained by the center that contains an assessment of the creditworthiness, credit rating or financial condition of any person is confidential.
This subsection does not prohibit the disclosure of information that is otherwise available in the public domain.
14. Annual report; audit. The center shall provide an annual report and an independent audit of its activities by November 15th to the Governor, the joint standing committee of the Legislature having jurisdiction over economic development matters and the members of the center.
15. General conditions; dissolution. The center shall operate as a nonprofit organization consistent with its composition and broad public purposes. The following conditions apply to the operation or dissolution of the center.
A. No part of the net earnings of the center may inure to the benefit of any member, officer, director or employee, except that the center may pay reasonable compensation for services rendered and otherwise hold, manage and dispose of its property for the purposes of the center.
B. Upon dissolution of the center, the members shall transfer all unexpended General Fund appropriations to the State before paying or making provision for the payment of all other liabilities of the center.
16. Liberal construction. This chapter may be construed liberally to effect the intent and purposes of the center for an improved and enhanced domestic trade development effort in the State and may not be construed as a limitation of powers.
summary
This bill establishes the Maine Domestic Trade Center, a private nonprofit corporation with a public purpose. The center is charged with helping Maine businesses, particularly small businesses, to innovate, grow and create new jobs by providing and enhancing services to facilitate the export of goods and services from Maine to other states. The center will have a board of directors and the International Trade Director at the Department of Economic and Community Development shall serve as the president of the center. The center will share staffing support and facilities with the International Trade Center, but may hire its own staff and secure its own facilities upon approval of the board of directors.