§ 45-38.1-4. Corporation established.
(a) There is hereby created a public body corporate and agency of the state to be known
as the "Rhode Island health and educational building corporation� as successor to
the Rhode Island educational building corporation, previously created as a nonbusiness
corporation under and pursuant to chapter 6 of title 7, as amended by chapter 121 of the Public Laws of 1966, and constituted and established
as a public body corporate and agency of the state for the exercising of the powers
conferred on the corporation under and pursuant to §§ 45-38.1-1 — 45-38.1-24.
(b) All of the powers of the corporation are vested in the board of directors of the corporation
elected at the first meeting of the incorporators of the Rhode Island educational
building corporation, and the members of the board shall continue to serve for the
duration of the terms for which they were originally elected. Successors to the members
of the board of directors shall be appointed by the governor, as follows: prior to
the month of June in each year, commencing in the year 1968, the governor shall appoint
a member to serve on the board of directors for a term of five (5) years to succeed
the member whose term will expire in June of that year. In the event of a vacancy
occurring in the membership of the board of directors, the governor shall appoint
a new member of the board of directors for the unexpired term. Any member of the board
of directors is eligible for reappointment.
(c) Each member of the board of directors, before entering upon his or her duties, shall
take an oath to administer the duties of his or her office faithfully and impartially,
and the oath shall be filed in the office of the secretary of state.
(d) The board of directors shall elect two (2) of its members as chairperson and vice
chairperson, and also elect a secretary, assistant secretary, treasurer, and assistant
treasurer, who need not be members of the board. Three (3) members of the board of
directors of the corporation shall constitute a quorum, and the affirmative vote of
the majority of the directors present and entitled to vote at any regular or special
meeting at which a quorum is present, is necessary for any action to be taken by the
corporation; except, however, that the affirmative vote of three (3) members of the
board of directors is necessary for the election of officers of the corporation and
to amend the bylaws of the corporation. No vacancy in the membership of the board
of directors of the corporation impairs the right of a quorum to exercise all the
powers of and perform the duties of the corporation.
(e) Any action taken by the corporation under the provisions of this chapter may be authorized
by resolution at any regular or special meeting, and each resolution takes effect
immediately and need not be published or posted.
(f) The members of the board of directors shall receive compensation at the rate of fifty
dollars ($50.00) per meeting attended; however, the compensation shall not exceed
one thousand five hundred dollars ($1,500) per fiscal year per member.
(g) Notwithstanding any other law to the contrary, it shall not be or constitute a conflict
of interest for a trustee, director, officer, or employee of an educational institution
or municipality or a healthcare provider to serve as a member of the board of directors
of the corporation; provided, that the trustee, director, officer, or employee abstains
from deliberation, action, and vote by the board under this chapter in specific respect
to the educational institution or municipality or the healthcare provider of which
the member is a trustee, director, officer, or employee.
(h) The board and corporation shall comply with provisions of chapter 155 of title 42, the quasi-public corporations accountability and transparency act.