§ 16-57-7 - Directors, officers, and employees.
SECTION 16-57-7
§ 16-57-7 Directors, officers, andemployees. – (a) The powers of the authority shall be vested in a board of directorsconsisting of nine (9) members, five (5) of whom shall be appointed by thegovernor from among members of the general public, who are qualified bytraining or experience in education finance or personal investment consultingand made in accordance with subsection (b) of this section; three (3) of whomshall be appointed by the governor, who shall give due consideration to therecommendations made by the chairperson of the board of governors for highereducation and by the Rhode Island Independent Higher Education Association forthose appointments; and the state general treasurer ex-officio or his or herdesignee who shall be a subordinate from within the office of the generaltreasurer. All gubernatorial appointments made to this board shall be subjectto the advice and consent of the senate. All board members first appointed tothe board after the effective date of this act shall be residents of thisstate. Designees of members serving ex-officio shall represent him or her atall meetings of the board. Except for the chairpersons of the house and senatefinance committees or their designees who shall cease to be members of theauthority upon the effective date of this act, each member shall serve untilhis or her successor is appointed and qualified. The original members appointedby the governor shall be appointed in a manner as to provide for the expirationof the term of one member on the first day of July of each year.
(2) Newly appointed and qualified public members anddesignees of ex-officio members shall, within six (6) months of theirqualification or designation, attend a training course that shall be developedwith board approval and conducted by the chair of the board and shall includeinstruction in the following areas: the provisions of chapters 16-57, 42-46,36-14 and 38-2; and the board's rules and regulations. The director of thedepartment of administration shall, within ninety (90) days of the effectivedate of this act, prepare and disseminate training materials relating to theprovisions of chapters 42-46, 36-14 and 38-2.
(3) Public members of the board shall be removable by theappointing authority for cause only, and removal solely for partisan orpersonal reasons unrelated to capacity or fitness for the office shall beunlawful.
(b) During the month of June of each year, the governor shallappoint a member to succeed the member whose term will then next expire toserve for a term of five (5) years commencing on the first day of July thennext following, and after this, until a successor is appointed and qualified.As soon as practicable after the effective date of this act, the governor shallappoint a member to serve an initial term to expire on July 1, 2010.Thereafter, all members appointed by the general treasurer shall be appointedto terms of five (5) years, and the governor shall, during the month of Junepreceding the expiration of each term, appoint a member whose term will thennext expire. In the event of a vacancy occurring in the office of a member bydeath, resignation, removal, or otherwise, the vacancy shall be filled in thesame manner as an original appointment but only for the remainder of the termof the former member.
(c) The directors shall receive no compensation for theperformance of their duties under this chapter, but each director shall bereimbursed for his or her reasonable expenses incurred in carrying out theduties. A director may engage in private employment or in a profession orbusiness.
(d) Upon appointment and qualification of the original boardof directors, and during the month of July of each year after this, the boardof directors shall elect one of its members to serve as chairperson. The boardmay elect from among its members such other officers as they deem necessary.Five (5) directors shall constitute a quorum and any action to be taken by theauthority under the provisions of this chapter may be authorized by resolutionapproved by a majority of the directors present and voting at any regular orspecial meeting at which a quorum is present. A vacancy in the membership ofthe board of directors shall not impair the right of a quorum to exercise allthe rights and perform all the duties of the authority.
(e) In addition to electing a chairperson, the board ofdirectors shall appoint a secretary and any additional officers and staffmembers as they shall deem appropriate. The board of directors shall appoint anexecutive director who shall be in the unclassified service and vest in thatperson or his or her subordinates the authorization to appoint additional staffmembers who shall be in the classified service and to determine the amount ofcompensation each individual shall receive. Those persons who were regularlyestablished full time employees of the authority, prior to March 27, 1979, andwho are required to be in the classified service may be placed in appropriateclassifications within the classified service without the requirement ofcompetitive examination (as approved by the executive director). All employeeshired after March 27, 1979, will be hired in accordance with the requirementsof the classified service for examination, approved state lists, and otherprocedures of the state division of personnel. Those persons who were regularlyestablished full time employees of the authority, prior to March 27, 1979,shall have the right to purchase retirement credits for the period commencingNovember 1, 1977, to March 27, 1979, at the its full actuarial cost.
(2) Any employee in either the classified or unclassifiedservice who was, prior to his or her hiring by the authority, a participant inthe retirement program adopted for personnel at any state or private collegeshall have the option to either remain with that retirement program while anemployee of the authority or become a participant in the employees' retirementsystem of the state.
(f) No full time employee shall during the period of his orher employment by the authority engage in any other private employment,profession, or business, except with the approval of the board of directors;provided, that the executive director shall not engage in any other privateemployment, profession, or business, including, but not limited to consulting.
(g) Notwithstanding any other law to the contrary, it shallnot be or constitute a conflict of interest for a director, officer, oremployee 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, orcorporation to serve as a director of the authority, nor shall any contract ortransaction between the authority and any financial institution, investmentbanking firm, brokerage firm, commercial bank, trust company, savings and loanassociation, credit union, insurance company, educational institution, or anyother firm, person, or corporation be void or voidable by reason of any serviceas director of the authority. If any director, officer, or employee of theauthority shall be interested either directly or indirectly, or shall be adirector, officer, or employee of or have an ownership interest (other than asthe owner of less than one percent (1%) of the shares of a publicly heldcorporation) in any firm or corporation interested directly or indirectly inany contract with the authority, the interest shall be disclosed to theauthority and set forth in the minutes of the authority, and the director,officer, or employee having interest in this shall not participate on behalf ofthe authority in the authorization of any contract. Interested directors may becounted in determining the presence of a quorum at a meeting of the board ofdirectors of the authority which authorizes the contract or transaction.
(h) Any action taken by the authority under the provisions ofthis chapter may be authorized by vote at any regular or special meeting, andeach vote shall take effect immediately.
(i) The board of directors may designate from among itsmembers 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 exerciseall the authority of the board of directors, but no committee shall have theauthority of the board of directors in reference to the disposition of all orsubstantially all the property and assets of the authority or amending thebylaws of the authority.