§ 16-57-7 Directors, officers, and employees. (a) The powers of the authority shall be vested in a board of directors consisting of nine (9) members, five (5) of whom shall be appointed by the governor from among members of the general public, who are qualified by training or experience in education finance or personal investment consulting and made in accordance with subsection (b) of this section; three (3) of whom shall be appointed by the governor, who shall give due consideration to the recommendations made by the chairperson of the board of governors for higher education and by the Rhode Island Independent Higher Education Association for those appointments; and the state general treasurer ex-officio or his or her designee who shall be a subordinate from within the office of the general treasurer. All gubernatorial appointments made to this board shall be subject to the advice and consent of the senate. All board members first appointed to the board after the effective date of this act shall be residents of this state. Designees of members serving ex-officio shall represent him or her at all meetings of the board. Except for the chairpersons of the house and senate finance committees or their designees who shall cease to be members of the authority upon the effective date of this act, each member shall serve until his or her successor is appointed and qualified. The original members appointed by the governor shall be appointed in a manner as to provide for the expiration of the term of one member on the first day of July of each year.
(2) Newly appointed and qualified public members and designees of ex-officio members shall, within six (6) months of their qualification or designation, attend a training course that shall be developed with board approval and conducted by the chair of the board and shall include instruction in the following areas: the provisions of chapters 16-57, 42-46, 36-14 and 38-2; and the board's rules and regulations. The director of the department of administration shall, within ninety (90) days of the effective date of this act, prepare and disseminate training materials relating to the provisions of chapters 42-46, 36-14 and 38-2.
(3) Public members of the board shall be removable by the appointing authority for cause only, and removal solely for partisan or personal reasons unrelated to capacity or fitness for the office shall be unlawful.
(b) During the month of June of each year, the governor shall appoint a member to succeed the member whose term will then next expire to serve for a term of five (5) years commencing on the first day of July then next following, and after this, until a successor is appointed and qualified. As soon as practicable after the effective date of this act, the governor shall appoint a member to serve an initial term to expire on July 1, 2010. Thereafter, all members appointed by the general treasurer shall be appointed to terms of five (5) years, and the governor shall, during the month of June preceding the expiration of each term, appoint a member whose term will then next expire. In the event of a vacancy occurring in the office of a member by death, resignation, removal, or otherwise, the vacancy shall be filled in the same manner as an original appointment but only for the remainder of the term of the former member.
(c) The directors shall receive no compensation for the performance of their duties under this chapter, but each director shall be reimbursed for his or her reasonable expenses incurred in carrying out the duties. A director may engage in private employment or in a profession or business.
(d) Upon appointment and qualification of the original board of directors, and during the month of July of each year after this, the board of directors shall elect one of its members to serve as chairperson. The board may elect from among its members such other officers as they deem necessary. Five (5) directors shall constitute a quorum and any action to be taken by the authority under the provisions of this chapter may be authorized by resolution approved by a majority of the directors present and voting at any regular or special meeting at which a quorum is present. A vacancy in the membership of the board of directors shall not impair the right of a quorum to exercise all the rights and perform all the duties of the authority.
(e) In addition to electing a chairperson, the board of directors shall appoint a secretary and any additional officers and staff members as they shall deem appropriate. The board of directors shall appoint an executive director who shall be in the unclassified service and vest in that person or his or her subordinates the authorization to appoint additional staff members who shall be in the classified service and to determine the amount of compensation each individual shall receive. Those persons who were regularly established full time employees of the authority, prior to March 27, 1979, and who are required to be in the classified service may be placed in appropriate classifications within the classified service without the requirement of competitive examination (as approved by the executive director). All employees hired after March 27, 1979, will be hired in accordance with the requirements of the classified service for examination, approved state lists, and other procedures of the state division of personnel. Those persons who were regularly established full time employees of the authority, prior to March 27, 1979, shall have the right to purchase retirement credits for the period commencing November 1, 1977, to March 27, 1979, at the its full actuarial cost.
(2) Any employee in either the classified or unclassified service who was, prior to his or her hiring by the authority, a participant in the retirement program adopted for personnel at any state or private college shall have the option to either remain with that retirement program while an employee of the authority or become a participant in the employees' retirement system of the state.
(f) No full time employee shall during the period of his or her employment by the authority engage in any other private employment, profession, or business, except with the approval of the board of directors; provided, that the executive director shall not engage in any other private employment, profession, or business, including, but not limited to consulting.
(g) Notwithstanding any other law to the contrary, it shall not be or constitute a conflict of interest for a director, officer, or employee of any financial institution, investment banking firm, brokerage firm, commercial bank, trust company, savings and loan association, credit union, insurance company, educational institution, or any other firm, person, or corporation to serve as a director of the authority, nor shall any contract or transaction between the authority and any financial institution, investment banking firm, brokerage firm, commercial bank, trust company, savings and loan association, credit union, insurance company, educational institution, or any other firm, person, or corporation be void or voidable by reason of any service as director of the authority. If any director, officer, or employee of the authority shall be interested either directly or indirectly, or shall be a director, officer, or employee of or have an ownership interest (other than as the owner of less than one percent (1%) of the shares of a publicly held corporation) in any firm or corporation interested directly or indirectly in any contract with the authority, the interest shall be disclosed to the authority and set forth in the minutes of the authority, and the director, officer, or employee having interest in this shall not participate on behalf of the authority in the authorization of any contract. Interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors of the authority which authorizes the contract or transaction.
(h) Any action taken by the authority under the provisions of this chapter may be authorized by vote at any regular or special meeting, and each vote shall take effect immediately.
(i) The board of directors may designate from among its
members 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 exercise
all the authority of the board of directors, but no committee shall have the
authority of the board of directors in reference to the disposition of all or
substantially all the property and assets of the authority or amending the
bylaws of the authority.
(P.L. 1977, ch. 238, § 1; P.L. 1979, ch. 11, § 1; P.L. 1981, ch. 32, § 21; P.L. 1991, ch. 44, art. 38, § 2; P.L. 1995, ch. 396, § 1; P.L. 1999, ch. 488, § 1; P.L. 2006, ch. 332, § 2; P.L. 2006, ch. 435, § 2.)