§ 42-55-4. Creation of corporation — Composition — Personnel — Compensation.
(a) There is authorized the creation and establishment of a public corporation of the
state, having a distinct legal existence from the state and not constituting a department
of the state government, with the politic and corporate powers as are set forth in
this chapter to be known as the "Rhode Island housing and mortgage finance corporation�
to carry out the provisions of this chapter. The corporation is constituted a public
instrumentality exercising public and essential governmental functions, and the exercise
by the corporation of the powers conferred by this chapter shall be 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 and agency of the state for the purpose
of carrying on the activities authorized by this chapter, and to vest the corporation
with all of the powers, authority, rights, privileges, and titles that may be necessary
to enable it to accomplish these purposes. This chapter shall be liberally construed
in conformity with the purpose expressed.
(b) The powers of the corporation shall be vested in seven (7) commissioners consisting
of the secretary of housing, who shall serve as chair of the corporation, or the secretary's
designee; the director of administration, or the director's designee; the general
treasurer, or the general treasurer's designee; and four (4) members to be appointed
by the governor with the advice and consent of the senate who shall among them be
experienced in all aspects of housing design, development, finance, management, and
state and municipal finance. On or before July 1, 1973, the governor shall appoint
one member to serve until the first day of July, 1974, and until the member's successor
is appointed and qualified, one member to serve until the first day of July, 1975,
and until the member's successor is appointed and qualified, one member to serve until
the first day of July, 1976, and until the member's successor is appointed and qualified,
one member to serve until the first day of July, 1977, and until the member's successor
is appointed and qualified. During the month of June, 1974, and during the month of
June annually thereafter, the governor shall appoint a member to succeed the member
whose term will then next expire to serve for a term of four (4) years commencing
on the first day of July then next following and until the member's successor is appointed
and qualified. A vacancy in the office of a commissioner, other than by expiration,
shall be filled in like manner as an 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 themself. Any member of the corporation may be removed by the governor for
misfeasance, malfeasance, or willful neglect of duty.
(c) The commissioners shall elect from among their number a vice-chairperson annually
and those other officers as they may determine. Meetings shall be held at the call
of the chairperson or whenever two (2) commissioners so request. Four (4) commissioners
of the corporation shall constitute a quorum and any action taken by the corporation
under the provisions of this chapter may be authorized by resolution approved by a
majority but not less than three (3) of the commissioners present at any regular or
special meeting. No vacancy in the membership of the corporation shall impair the
right of a quorum to exercise all of the rights and perform all of the duties of the
corporation.
(d) Commissioners shall receive no compensation for the performance of their duties, but
each commissioner shall be reimbursed for the commissioner's reasonable expenses incurred
in carrying out the commissioner's 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 their office or employment by reason
of their acceptance of membership of the corporation or their service to the corporation.
(f) The commissioners 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 commissioners. The commissioners
may employ technical experts and other officers, agents, and employees, permanent
and temporary, and fix their qualifications, duties, and compensation. These employed
persons shall not be subject to the provisions of the classified service. The commissioners
may delegate to one or more of their agents or employees those administrative duties
they 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. The secretary, or the secretary's designee, or the designee
of the board of commissioners, 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.
(h) Before entering into their duties, each commissioner of the corporation shall execute
a surety bond in the penal sum of fifty thousand dollars ($50,000) and the executive
director shall execute a surety bond in the penal sum of one hundred thousand dollars
($100,000) or, in lieu of this, the chairperson of the corporation shall execute a
blanket bond covering each commissioner, the executive director and the employees
or other officers of the corporation, each surety bond to be conditioned upon the
faithful performance of the duties of the office or offices covered, to be executed
by a surety company authorized to transact business in this state as surety and to
be approved by the attorney general and filed in the office of the secretary of state.
The cost of each bond shall be paid by the corporation.
(i) 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 or trust company, architecture firm,
insurance company, or any other firm, person, or corporation to serve as a member
of the corporation. If any commissioner, officer, or employee of the corporation shall
be interested either directly or indirectly, or shall be a director, officer, or employee
of or have an ownership interest in any firm or corporation interested directly or
indirectly in any contract with the corporation, including any loan to any housing
sponsor or healthcare sponsor, that interest shall be disclosed to the corporation
and shall be set forth in the minutes of the corporation and the commissioner, officer,
or employee having an interest therein shall not participate on behalf of the corporation
in the authorization of this contract.