§ 42-116-4 - Establishment of corporation – Composition of corporation – Appointment of directors.
SECTION 42-116-4
§ 42-116-4 Establishment of corporation– Composition of corporation – Appointment of directors. – (a) There is created a public corporation of the state, having a distinct legalexistence from the state and not constituting a department of the stategovernment, with those politic and corporate powers set forth in this chapter,to be known as the "Rhode Island depositors economic protection corporation,"to carry out the provisions of this chapter. The corporation is herebyconstituted a public instrumentality exercising public and essentialgovernmental functions, and the exercise by the corporation of the powersconferred by this chapter are deemed and held to be the performance of anessential governmental function of the state. It is the intent of the generalassembly by the passage of this chapter to authorize the incorporation of apublic corporation and instrumentality of the state for the purpose of carryingon the activities authorized, and to vest the corporation with all powers,authority, rights, privileges, and titles that may be necessary to enable it toaccomplish those purposes. This chapter shall be liberally construed inconformity with the purpose expressed.
(b) The business and affairs of the corporation shall bemanaged by a board of directors consisting of the governor, ex officio, or hisor her designee, who shall serve as chairperson, and four members who shall beappointed by the governor, with the advice and consent of the senate, initiallyfor terms, respectively, to expire on the first day of January 1992 and thefirst day of January in the years 1993, 1994 and 1995. Upon the expiration ofeach initial term, and upon the expiration of each term thereafter, thegovernor shall appoint a successor, with the advice and consent of the senate,to serve for a term of four (4) years so that members of the board of directorsshall serve for staggered terms of four (4) years each. A vacancy on the boardother than by expiration, shall be filled in the same manner as on originalappointment, but only for the unexpired portion of the term. If a vacancyoccurs when the senate is not in session, the governor shall appoint a personto fill the vacancy, but only until the senate shall next convene and give itsadvice and consent to a new appointment. A member shall be eligible to succeedhim or herself. Any member of the corporation may be removed by the governorfor misfeasance, malfeasance, or willful neglect of duty.
(c) Each member of the board of directors shall serve untilhis or her successor is appointed and qualified. The appointed members of theboard of directors shall be eligible for reappointment. The board of directorsannually shall elect one of its members as vice-chairperson. Three (3) membersof the board of directors shall constitute a quorum and the affirmative vote ofthree (3) members shall be necessary and shall suffice for any action taken bythe board of directors. No vacancy in the membership of the board of directorsshall impair the right of a quorum to exercise the powers of the board ofdirectors.
(d) Board members shall receive no compensation for theperformance of their duties, but each member shall be reimbursed for his or herreasonable expenses incurred in carrying out those duties under this chapter.
(e) Notwithstanding the provisions of any other law, noofficer or employee of the state shall be deemed to have forfeited or shallforfeit his or her office or employment by reason of his or her acceptance ofmembership on the board of the corporation or his or her service to the board.
(f) The board shall employ an executive director who shallalso be the secretary and who shall administer, manage, and direct the affairsand business of the corporation, subject to the policies, control, anddirection of the board. The board may employ technical experts and otherofficers, agents, and employees, permanent and temporary, and fix theirqualifications, duties, and compensation. No person so employed shall besubject to the provisions of the classified service. The board may delegate toone or more of its agents or employees those administrative duties it may deemproper.
(g) The secretary shall keep a record of the proceedings ofthe corporation and shall be custodian of all books, documents, and papersfiled with the corporation and of its minute book and seal. He or she, or hisor her designee, or the designee of the board shall have authority to cause tobe made copies of all minutes and other records and documents of thecorporation and to give certificates under the seal of the corporation to theeffect that the copies are true copies and all persons dealing with thecorporation may rely upon the certificates.