§ 42-64-8 - Directors, officers, and employees.
SECTION 42-64-8
§ 42-64-8 Directors, officers, andemployees. – (a) The powers of the Rhode Island economic development corporation shall bevested in a board of directors consisting of thirteen (13) members.
(1) The governor shall serve as a member of the board and aschairperson, ex-officio, who shall vote only in the event of a tie.
(2) In addition to the governor, the membership of the boardshall consist of twelve (12) public members to be appointed by the governor.
(3) Each gubernatorial appointee shall be subject to theadvice and consent of the senate and no one shall be eligible for appointmentunless he or she is a resident of this state. The membership of the boardshall reflect the geographic diversity of the state. One of the public membersshall serve as small business ombudsperson, and shall be an owner or principalof a small business doing business and located in this state, that isindependently owned and operated and not dominant in its field, and thatemploys one hundred (100) or fewer persons at the time of his or herappointment. The small business ombudsperson shall advocate all action asDirectors that may be necessary and proper to maintain and encourage thecontinued viability of small businesses in the state. One other of the publicmembers shall be a representative of organized labor. One other of the publicmembers shall be a representative of higher education. One other of the publicmembers shall be appointed on an interim basis by the governor when a projectplan of the corporation situated on federal land is disapproved by thegoverning body of a municipality in accordance with § 42-64-13(a)(4). Themember shall be the mayor of the municipality within whose borders all or amajority of the project plan is to be carried out, or in a municipality, whichhas no mayor, the member shall be the president of the town or city council.The appointed interim member shall have all the powers of other members of theboard only in its deliberations and action on the disapproval of the projectplan situated on federal land and within the borders of his or hermunicipality. Upon final action by the board pursuant to § 42-64-13(a)(5),the interim member's term of appointment shall automatically terminate.
(4) It shall be the responsibility of the corporation toconduct a training course for newly appointed and qualified members and newdesignees of ex-officio members within six (6) months of their qualification ordesignation. The course shall be developed by the executive director of thecorporation or his or her designee, be approved by the board, and conducted bythe executive director or his or her designee. The board may approve the use ofany board or staff members or other individuals to assist with training. Thetraining course shall include instruction in the following areas: theprovisions of the entirety of chapter 64 of this title and of chapters 46 ofthis title, 14 of title 36, and 2 of title 38 of the Rhode Island general laws;and the board's rules and regulations. The director of the department ofadministration shall, within ninety (90) days of July 15, 2005, prepare anddisseminate materials relating to the provisions of chapters 46 of this title,14 of title 36, and 2 of title 38.
(5) Members of the board shall be removable by the governor,pursuant to the provisions of § 36-1-7 and for cause only, and removalsolely for partisan or personal reasons unrelated to capacity or fitness forthe office shall be unlawful.
(6) The five (5) current members of the board of directorswho were duly appointed and who have unexpired terms shall continue asdirectors of the corporation until February 1, 2010, and thereafter until theirsuccessors are appointed and qualified. Upon passage of this act, the governorshall appoint seven (7) members to the board, with terms expiring as follows:three (3) members shall have terms expiring on February 1, 2011; three (3)members shall have terms expiring on February 1, 2012; and one member shallhave a term expiring on February 1, 2013. In January 2010, the governor shallappoint five (5) members to the board with terms expiring as follows: two (2)members shall have terms expiring on February 1, 2013 and three (3) membersshall have terms expiring on February 1, 2014. Beginning in 2011 and annuallythereafter, during the month of January, the governor shall appoint a member ormembers to succeed the member or members whose terms will then next expire toserve for a term of four (4) years commencing on the first day of February andthen next following, and thereafter until the successors are appointed andqualified. The members of the board shall be eligible to succeed themselves,but only upon reappointment and with senate advice and consent.
(7) In the event of a vacancy occurring in the office of amember by death, resignation or otherwise, that vacancy shall be filled in thesame manner as an original appointment, but only for the remainder of the termof the former member.
(b) The directors shall receive no compensation for theperformance of their duties under this chapter, but each director shall bereimbursed for his or her reasonable expenses incurred in carrying out thoseduties. A director may engage in private employment, or in a profession orbusiness.
(c) The chairperson shall designate a vice chairperson fromamong the members of the board who shall serve at the pleasure of thechairperson. A majority of directors holding office shall constitute a quorum,and, except as otherwise provided in § 42-64-13, any action to be taken bythe corporation under the provisions of this chapter may be authorized byresolution approved by a majority of the directors present and entitled to voteat any regular or special meeting at which a quorum is present. A vacancy inthe membership of the board of directors shall not impair the right of a quorumto exercise all of the rights and perform all of the duties of the corporation.
(d) The chief executive officer of the corporation shall beexecutive director of the corporation, appointed by the governor with theadvice and consent of the senate. The executive director shall hold office forthe term of three (3) years from the time of his or her appointment and untilhis or her successor is duly appointed and qualified. The director shall beeligible for reappointment, and shall not engage in any other occupation. Theexecutive director of the corporation shall be entitled to receive for his orher services any reasonable compensation as the board of directors maydetermine.
(e) The board of directors shall appoint a secretary and suchadditional officers and staff members as they shall deem appropriate and shalldetermine the amount of reasonable compensation, if any, each shall receive.The board of directors may vest in the executive director, or the director'ssubordinates, the authority to appoint additional staff members and todetermine the amount of compensation each individual shall receive.
(f) No full-time employee shall during the period of his orher employment by the corporation engage in any other private employment,profession or business, except with the approval of the board of directors.
(g) Notwithstanding any other law to the contrary, it shallnot be or constitute a conflict of interest for a director, officer, oremployee of any financial institution, investment banking firm, brokerage firm,commercial bank, trust company, building-loan association, architecture firm,insurance company, or any other firm, person, or corporation to serve as adirector of the corporation, nor shall any contract or transaction between thecorporation and a financial institution, investment banking firm, brokeragefirm, commercial bank, trust company, building-loan association, architecturefirm, insurance company, or other firm, person, or corporation be void orvoidable by reason of that service as director of the corporation. If anydirector, officer, or employee of the corporation shall be interested eitherdirectly or indirectly, or shall be a director, officer, or employee of or havean ownership interest (other than as the owner of less than one percent (1%) ofthe shares of a publicly-held corporation) in any firm or corporationinterested directly or indirectly in any contract with the corporation, thatinterest shall be disclosed to the corporation and set forth in the minutes ofthe corporation, and the director, officer, or employee having that ownershipinterest shall not participate on behalf of the corporation in theauthorization of that contract. Interested directors may be counted indetermining the presence of a quorum at a meeting of the board of directors ofthe corporation, which authorizes the contract or transaction.
(h) Any action taken by the corporation under the provisionsof this chapter may be authorized by vote at any regular or special meeting,and each vote shall take effect immediately. All meetings shall be open to thepublic and all records shall be a matter of public record except that if amajority of the board of directors decides that it would be in the bestinterests of the corporation and the state to hold an executive session inprivate, then the board of directors is authorized to transact any business itdeems necessary at that executive session in private, and the record of theexecutive session shall not become a matter of public record until thetransaction discussed has in the opinion of the board of directors beencompleted.
(i) The board of directors may designate from among itsmembers an executive committee and one or more other committees each of which,to the extent authorized by the board of directors, shall have and may exerciseall of the authority of the board of directors, but no executive committeeshall have the authority of the board of directors in reference to thedisposition of all or substantially all of the property and assets of thecorporation, amending the by-laws of the corporation, exercising thecondemnation power conferred upon the corporation by § 42-64-9 or takingactions described or referred to in § 42-64-13(a).
(j) Any action required by this chapter to be taken at ameeting of the board of directors, or any action which may be taken at ameeting of the board of directors, or committee of the board of directors, maybe taken without a meeting if a consent in writing, setting forth the action tobe taken, shall be signed before or after that action by all of the directors,or all of the members of the committee, as the case may be.
(k) Employees of the corporation shall not, by reason oftheir employment, be deemed to be employees of the state for any purpose, anyother provision of the general laws to the contrary notwithstanding, including,without limiting the generality of the foregoing, chapters 29, 39, and 42 oftitle 28 and chapters 4, 8, 9, and 10 of title 36.