§ 42-116-4. Establishment of corporation — Composition of corporation — Appointment of directors.
(a) There is created a public corporation of the state, having a distinct legal existence
from the state and not constituting a department of the state government, with those
politic and corporate powers set forth in this chapter, to be known as the "Rhode
Island depositors economic protection corporation,� to carry out the provisions of
this chapter. The corporation is hereby constituted a public instrumentality exercising
public and essential governmental functions, and the exercise by the corporation of
the powers conferred by this chapter are deemed and held to be the performance of
an essential governmental function of the state. It is the intent of the general assembly
by the passage of this chapter to authorize the incorporation of a public corporation
and instrumentality of the state for the purpose of carrying on the activities authorized,
and to vest the corporation with all powers, authority, rights, privileges, and titles
that may be necessary to enable it to accomplish those purposes. This chapter shall
be liberally construed in conformity with the purpose expressed.
(b) The business and affairs of the corporation shall be managed by a board of directors
consisting of the governor, ex officio, or his or her designee, who shall serve as
chairperson, and four members who shall be appointed by the governor, with the advice
and consent of the senate, initially for terms, respectively, to expire on the first
day of January 1992 and the first day of January in the years 1993, 1994 and 1995.
Upon the expiration of each initial term, and upon the expiration of each term thereafter,
the governor shall appoint a successor, with the advice and consent of the senate,
to serve for a term of four (4) years so that members of the board of directors shall
serve for staggered terms of four (4) years each. A vacancy on the board other than
by expiration, shall be filled in the same manner as on original appointment, but
only for the unexpired portion of the term. If a vacancy occurs when the senate is
not in session, the governor shall appoint a person to fill the vacancy, but only
until the senate shall next convene and give its advice and consent to a new appointment.
A member shall be eligible to succeed him or herself. Any member of the corporation
may be removed by the governor for misfeasance, malfeasance, or willful neglect of
duty.
(c) Each member of the board of directors shall serve until his or her successor is appointed
and qualified. The appointed members of the board of directors shall be eligible for
reappointment. The board of directors annually shall elect one of its members as vice-chairperson.
Three (3) members of the board of directors shall constitute a quorum and the affirmative
vote of three (3) members shall be necessary and shall suffice for any action taken
by the board of directors. No vacancy in the membership of the board of directors
shall impair the right of a quorum to exercise the powers of the board of directors.
(d) Board members shall receive no compensation for the performance of their duties, but
each member shall be reimbursed for his or her reasonable expenses incurred in carrying
out those duties under this chapter.
(e) Notwithstanding the provisions of any other law, no officer or employee of the state
shall be deemed to have forfeited or shall forfeit his or her office or employment
by reason of his or her acceptance of membership on the board of the corporation or
his or her service to the board.
(f) The board shall employ an executive director who shall also be the secretary and who
shall administer, manage, and direct the affairs and business of the corporation,
subject to the policies, control, and direction of the board. The board may employ
technical experts and other officers, agents, and employees, permanent and temporary,
and fix their qualifications, duties, and compensation. No person so employed shall
be subject to the provisions of the classified service. The board may delegate to
one or more of its agents or employees those administrative duties it may deem proper.
(g) The secretary shall keep a record of the proceedings of the corporation and shall
be custodian of all books, documents, and papers filed with the corporation and of
its minute book and seal. He or she, or his or her designee, or the designee of the
board shall have authority to cause to be made copies of all minutes and other records
and documents of the corporation and to give certificates under the seal of the corporation
to the effect that the copies are true copies and all persons dealing with the corporation
may rely upon the certificates.