§ 16-62-7 - Directors, officers, and employees.
SECTION 16-62-7
§ 16-62-7 Directors, officers, andemployees. – (a) The powers of the authority shall be vested in a board of directorsconsisting of six (6) members as follows: five (5) members appointed by thegovernor to the Rhode Island higher education assistance authority from amongmembers of the general public as provided in § 16-57-7, all appointmentssubject to the advice and consent of the senate; and the general treasurer,ex-officio. The general treasurer may designate a subordinate within his or herdepartment or agency to represent him or her at all meetings of the board.
(b) 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 thoseduties. A director may engage in private employment, or in a profession orbusiness.
(c) The board of directors shall elect one of its members toserve as chairperson. Four (4) directors shall constitute a quorum and anyaction to be taken by the authority under the provisions of this chapter may beauthorized by resolution approved by a majority of the directors present andvoting at any regular or special meeting at which a quorum is present. Avacancy in the membership of the board of directors shall not impair the rightof a quorum to exercise all the rights and perform all the duties of theauthority.
(d) In addition to electing a chairperson, the board ofdirectors shall appoint a secretary and any additional officers and staffmembers as they shall deem appropriate and shall determine the amount ofcompensation, if any, each shall receive. The board of directors may appoint achief executive officer and vest in that person or his or her subordinates theauthority to appoint additional staff members and to determine the amount ofcompensation each individual shall receive.
(e) No fulltime employee shall during the period of his orher employment by the authority engage in any other private employment,profession, or business, including, but not limited to, consulting.
(f) 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, that interest shall be disclosed to theauthority and set forth in the minutes of the authority, and the director,officer, or employee having that interest in it shall not participate on behalfof the authority in the authorization of this contract. Interested directorsmay be counted in determining the presence of a quorum at a meeting of theboard of directors of the authority which authorizes the contract ortransaction.
(g) 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.
(h) 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.
(i) Any action required by this chapter to be taken at ameeting of the board of directors, or any action which may be taken at ameeting of the board of directors, or committee of it, may be taken without ameeting if a consent in writing, setting forth the action to be taken, shall besigned before or after that action by all of the directors, or all of themembers of the committee.
(j) The board shall conduct a training course for newlyappointed and qualified members and new designees of ex-officio members withinsix (6) months of their qualification or designation. The course shall bedeveloped by the chair of the board, approved by the board, and conducted bythe chair of the board. The board may approve the use of any board or staffmembers or other individuals to assist with training. The training course shallinclude instruction in the subject area of this chapter and chapters 46 oftitle 42, 14 of title 36, and 2 of title 38; and the board's rules andregulations. The director of the department of administration shall, withinninety (90) days of the effective date of this act, disseminate trainingmaterials relating to the provisions of chapters 46 of title 42, 14 of title36, and 2 of title 38.