§ 16-62-7. Directors, officers, and employees.
(a) The powers of the authority shall be vested in a board of directors consisting of
six (6) members as follows: five (5) members 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 as provided in § 16-57-7, all appointments are subject to the advice and consent of the senate; and the general
treasurer, ex-officio. The general treasurer may designate a subordinate within his
or her department or agency to represent him or her at all meetings of the board.
(b) All members appointed by the governor shall be appointed to terms of five (5) years,
and the governor shall, during the month of January 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 those duties. A director may engage in private employment,
or in a profession or business.
(d) The board of directors shall elect one of its members to serve as chairperson. Four
(4) 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 and shall
determine the amount of compensation, if any, each shall receive. The board of directors
may appoint a chief executive officer and vest in that person or his or her subordinates
the authority to appoint additional staff members and to determine the amount of compensation
each individual shall receive.
(f) No fulltime employee shall during the period of his or her employment by the authority
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, that interest shall be disclosed to the authority
and set forth in the minutes of the authority, and the director, officer, or employee
having that interest in it shall not participate on behalf of the authority in the
authorization of this 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.
(j) Any action required by this chapter to be taken at a meeting of the board of directors,
or any action which may be taken at a meeting of the board of directors, or committee
of it, may be taken without a meeting if a consent in writing, setting forth the action
to be taken, shall be signed before or after that action by all of the directors,
or all of the members of the committee.
(k) The board shall conduct a training course for newly appointed and qualified members
and new designees of ex-officio members within six (6) months of their qualification
or designation. The course shall be developed by the chair of the board, approved
by the board, and conducted by the chair of the board. The board may approve the use
of any board or staff members or other individuals to assist with training. The training
course shall include instruction in the subject area of this chapter and chapters
46 of title 42, 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
the effective date of this act, disseminate training materials relating to the provisions
of chapters 46 of title 42, 14 of title 36, and 2 of title 38.