Massachusetts General Laws
Chapter 23a - Department of Economic Development
Section 13a - Massachusetts Marketing Partnership; Definitions Applicable to Secs. 13a to 13q; Members

Section 13A. For the purposes of sections 13A to 13Q, inclusive, the following words shall have the following meanings unless the context clearly requires otherwise:
''Foreign offices'', foreign offices for international trade within the international trade office.
''Partnership'', the Massachusetts marketing partnership created in this section.
''Tourism'', the office of travel and tourism.
In order to promote common, coordinated and concerted efforts on behalf of the commonwealth, there shall be within the executive office of housing and economic development, but not subject to the supervision or control of the executive office, the Massachusetts marketing partnership which shall coordinate marketing efforts on behalf of the commonwealth and shall oversee the activities of the agencies placed within it.
(a) The partnership shall consist of 11 partners who shall be: the secretary of housing and economic development, who shall be the chair; the director of the Massachusetts office of business development or the director's designee; the executive director of the Massachusetts Convention Center Authority or the executive director's designee; the executive director of the Massachusetts Port Authority or the executive director's designee; the executive director of the Massachusetts Alliance for Economic Development, or its successor organization; and 6 individuals appointed by the governor for terms of 5 years, as follows: 2 persons employed by a business that has a principal place of business in the commonwealth and that exports goods to other countries, 1 of whom shall be selected from a list of 3 names submitted by the Associated Industries of Massachusetts; 1 person who has significant experience with a public relations or advertising firm doing business in the commonwealth; 1 person who shall be on the faculty of a public or private business school in the commonwealth who is experienced in international business; and 2 persons who shall each represent a regional tourism council in the commonwealth outside of Suffolk county, Middlesex county and Norfolk county. Of the initial partners appointed by the governor, 3 shall serve a term of 2 years and 3 shall serve a term of 5 years.
At least 3 of the governor's 6 appointments shall reside outside of Suffolk county, Middlesex county and Norfolk county. Of the 6 gubernatorial appointments, no more than 3 shall be of the same political party. Each partner shall serve without compensation but may be reimbursed for actual and necessary expenses reasonably incurred in the performance of the partner's duties, including reimbursement for reasonable costs of travel as deemed necessary by the partnership. A person appointed to fill a vacancy in the office of a partner shall be appointed in a like manner and shall serve for only the unexpired term of the former partner. A partner shall be eligible for reappointment and may be removed by the governor for cause. The partnership shall annually elect 1 partner to serve as vice-chair.
(b) Eight partners shall constitute a quorum and the affirmative vote of a majority of partners present at a duly called meeting, if a quorum is present, shall be necessary for an action to be taken by the partnership. An action required or permitted to be taken at a meeting of the partnership may be taken without a meeting if all of the partners consent, in writing, to the action and the partnership files the written consent with the records of the minutes of the meetings of the partnership. Such consent shall be treated for all purposes as a vote at a meeting. Each partner shall make full disclosure, under subsection (c), of the partner's financial interest, if any, in matters before the partnership by notifying the state ethics commission, in writing, and the partner shall abstain from voting on a matter before the board in which the partner has a financial interest, unless otherwise permitted under chapter 268A.
(c) Chapters 268A and 268B shall apply to all ex officio partners or the partners' designees and employees of the agencies within the partnership. Chapters 268A and 268B shall apply to all other partners, except that the agencies within the partnership may purchase from, sell to, borrow from, loan to, contract with or otherwise deal with a person, corporation or other business entity in which any partner is in any way interested or involved; provided, however, that such interest or involvement is disclosed in advance to the partners of the Massachusetts marketing partnership and recorded in the partnership's minutes; and provided, further, that no partner having such an interest or involvement may participate in a decision of the partnership relating to such person, corporation or other business entity. Employment by the commonwealth or service in an agency or political subdivision of the commonwealth shall not be deemed to be such an interest or involvement.
(d) The partnership shall biennially elect 1 of its partners as treasurer and 1 of its partners as secretary. The secretary of the partnership shall keep a record of its proceedings and shall be custodian of all books, documents and papers filed by the partnership and of its minute book and seal. The secretary of the partnership shall cause copies to be made of all minutes and other records and documents of the partnership and shall certify that such copies are true copies and all persons dealing with the partnership may rely upon such certification.
(e) Partners and employees of the agencies within the partnership having access to its cash or negotiable securities shall give bond to the partnership at its expense in such amounts and with such surety as the partnership may prescribe. The persons required to give bond may be included in 1 or more blanket or scheduled bonds.
(f) Partners and officers who are not compensated employees of the partnership shall not be liable to the commonwealth, the executive office of housing and economic development or any other person as a result of their activities, whether ministerial or discretionary, as such partners or officers except for willful dishonesty or intentional violations of law. Neither members of the partnership nor a person executing bonds or policies of insurance shall be personally liable on those bonds or policies or be subject to any personal liability or accountability by reason of the issuance of those bonds or policies. The partnership may purchase liability insurance for partners, officers and employees and may indemnify the partners against claims of others.
(g) Upon the termination of the existence of the partnership, all right, title and interest in and to all of its assets and all of its obligations, duties, covenants, agreements and obligations shall vest in and be possessed, performed and assumed by the commonwealth.
(h) An action of the partnership may take effect immediately and need not be published or posted unless otherwise provided by law. Meetings of the partnership shall be subject to sections 18 to 25, inclusive of chapter 30A except that section 18 shall not apply to any meeting of partners in the partnership serving ex officio in the exercise of their duties as officers of the commonwealth so long as no matter relating to the official business of the partnership is discussed and decided at the meeting. The partnership shall be subject to all other sections of said chapter 30A and records pertaining to the administration of the partnership shall be subject to section 42 of chapter 30 and section 10 of chapter 66. All moneys of the partnership shall be considered to be public funds for purposes of chapter 12A.
(i) The partnership shall be subject to section 16G of chapter 6A and section 56 of chapter 23A.

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