§ 42-133-6 Board and officers. (a) The powers of the corporation shall be vested in a board consisting of five (5) members, which shall constitute the governing body of the corporation, and which shall be comprised as follows: two (2) members of the state investment commission to be appointed by the governor who shall give due consideration to the recommendation of the chair of the investment commission, and three (3) members of the general public appointed by the governor with the advice and consent of the senate. Each member shall serve for a term of two (2) years, except that any member appointed to fill a vacancy shall serve only until the expiration of the unexpired term of such member's predecessor in office. Each member shall continue to hold office until a successor has been appointed. Members shall be eligible for reappointment. No person shall be eligible for appointment unless such person is a resident of the state. Each member, before entering upon the duties of the office of member, shall swear or solemnly affirm to administer the duties of office faithfully and impartially, and such oath or affirmation shall be filed in the office of the secretary of state.
(2) Those members of the board as of July 9, 2005 who were appointed to the board by members of the general assembly shall cease to be members of the board on July 9, 2005, and the governor shall thereupon seek recommendations from the chair of the state investment commission for him or her duly to consider for the appointment of two (2) members thereof. Those members of the board as of July 9, 2005 who were appointed to the board by the governor shall continue to serve the balance of their current terms.
(3) Newly appointed and qualified public 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 subject area of chapters 46 of this title, 133 of this title, 14 of title 36, and 2 of title 38; and the board's rules and regulations. The director of the department of administration shall, within ninety (90) days of July 9, 2005, prepare and disseminate training materials relating to the provisions of chapters 46 of this title, 14 of title 36 and 2 of title 38.
(b) Members shall receive no compensation for the performance of their duties.
(c) The board shall elect one of its members to serve as chairperson. Three (3) members shall constitute a quorum, and any action to be taken by the corporation under the provisions of this chapter may be authorized by resolution approved by a majority of the members present and voting at any regular or special meeting at which a quorum is present.
(d) In addition to electing a chairperson, the board shall appoint a secretary and such additional officers as it shall deem appropriate.
(e) Any action taken by the corporation under the provisions of this chapter may be authorized by vote at any regular or special meeting, and the vote shall take effect immediately.
(f) Any action required by this chapter to be taken at a meeting of the board shall comply with chapter 46 of this title, entitled "Open Meetings."
(g) To the extent that administrative assistance is needed for the functions and operations of the board, the corporation may by contract or agreement obtain this assistance from the director of administration, the attorney general, and any successor officer at such cost to the corporation as shall be established by such contract or agreement. The board, however, shall remain responsible for, and provide oversight of, proper implementation of this chapter.
(h) Members of the board and persons acting on the corporation's behalf, while acting within the scope of their employment or agency, are not subject to personal liability resulting from carrying out the powers and duties conferred on them under this chapter.
(i) The state shall indemnify and hold harmless every past, present, or future board member, officer or employee of the corporation who is made a party to or is required to testify in any action, investigation, or other proceeding in connection with or arising out of the performance or alleged lack of performance of that person's duties on behalf of the corporation. These persons shall be indemnified and held harmless, whether they are sued individually or in their capacities as board members, officers or employees of the corporation, for all expenses, legal fees and/or costs incurred by them during or resulting from the proceedings, and for any award or judgment arising out of their service to the corporation that is not paid by the corporation and is sought to be enforced against a person individually, as expenses, legal fees, costs, awards or judgments occur; provided, that neither the state nor the corporation shall indemnify any member, officer, or employee:
(1) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(2) For any transaction from which the member derived an improper personal benefit; or
(3) For any malicious act.
(j) Public members of the board shall be removable by the
governor, pursuant to the provisions of § 36-1-7, for cause only, and
removal solely for partisan or personal reasons unrelated to capacity or
fitness for the office shall be unlawful.
(P.L. 2002, ch. 65, art. 8, § 1; P.L. 2002, ch. 66, § 1; P.L. 2002, ch. 66, § 2; P.L. 2005, ch. 241, § 5; P.L. 2005, ch. 319, § 5.)