§ 37-18-5 - Board of directors – Annual report – Oath – Officers – Quorum and required vote – Meetings and records.
SECTION 37-18-5
§ 37-18-5 Board of directors – Annualreport – Oath – Officers – Quorum and required vote –Meetings and records. – (a) All the powers of the corporation shall be vested in the board of directorsof the corporation. An annual report shall be compiled in accordance withchapter 36 of title 42 and shall also be submitted to the general assembly notlater than February 15.
(b) The corporation shall consist of nine (9) directors, five(5) of whom shall be appointed by the Indian corporation, two (2) of whom shallbe appointed by the governor (one of whom shall be the director of thedepartment of environmental management or its successor agency or departmentand who shall serve as nonvoting director and who shall not serve aschairperson), one of whom shall be appointed jointly by the speaker of thehouse of representatives, and by the president of the senate, and one of whomshall be appointed by the town council. Two (2) of the directors appointed bythe Indian corporation and the director appointed by the town council shall beappointed initially to four (4) year terms. Two (2) of the directors appointedby the Indian corporation and the director appointed jointly by the speaker ofthe house of representatives and the president of the senate shall be appointedinitially to five (5) year terms. One of the directors appointed by the Indiancorporation and the two (2) directors appointed by the governor shall beappointed initially to six (6) year terms. After the initial appointment termshave expired, successor terms for directors shall be for a period of three (3)years, the intention being that one-third (1/3) of the board of directors shallbe appointed annually. Any member chosen to fill a vacancy occurring otherwisethan by expiration of a term shall be appointed only for the remainder of thatunexpired term. All members of the board shall be eligible for reappointment.
(c) Each member of the board of directors, before enteringupon his or her duties, shall take an oath to administer the duties of his orher office faithfully and impartially, and the oath shall be filed in theoffice of the secretary of state. No member of the board shall benefit directlyor indirectly from any project undertaken by the corporation, other than in hisor her capacity as a descendant of an individual listed in P.L. 1880, ch. 800,§ 4. The oath shall state:
"I, (naming the person), so solemnly affirm that I willfaithfully and impartially discharge my duties as a member of the board ofdirectors of the Narragansett Indian land management corporation according tothe best of my abilities, and that I will support the Constitution and laws ofthis state, and the Constitution of the United States, and I do solemnlypromise that I will observe and strictly obey the bylaws, rules, andregulations set down by this commission and do further declare that I entertainno ill will toward any member of this commission. This affirmation I make andgive upon the peril of the penalty of perjury."
(d) The board of directors may elect such officers as may berequired to conduct the corporation's business.
(e) Five (5) members of the board of directors of thecorporation shall constitute a quorum, and a vote of five (5) members of theboard of directors shall be necessary for any action taken by the corporation.No vacancy in the membership of the board of directors shall impair the rightof a quorum to exercise all the powers and perform the duties of thecorporation.
(f) Any action taken by the corporation under the provisionsof this chapter may be authorized by resolution at any regular or specialmeeting, and each such resolution shall take effect immediately. All meetingsshall be open to the public, and all records shall be a matter of public recordexcept that if a majority of the board by public vote determines that it wouldbe in the best interest of the corporation to hold an executive session inprivate, then the board is authorized to transact only the following businessat the closed meeting, and the records of the meeting shall not become publicrecord until the transaction discussed has, in the opinion of the directors,been completed:
(1) Any discussions of the job performance, character,physical or mental health of a person or persons, provided that the person orpersons affected may require that the discussion be held at an open meeting;
(2) Any discussions or consideration related to theacquisition of real property wherein public information would be detrimental tothe interest of the corporation.