§ 42-133-6 - Board and officers.
SECTION 42-133-6
§ 42-133-6 Board and officers. – (a) The powers of the corporation shall be vested in a board consisting of five(5) members, which shall constitute the governing body of the corporation, andwhich shall be comprised as follows: two (2) members of the state investmentcommission to be appointed by the governor who shall give due consideration tothe recommendation of the chair of the investment commission, and three (3)members of the general public appointed by the governor with the advice andconsent of the senate. Each member shall serve for a term of two (2) years,except that any member appointed to fill a vacancy shall serve only until theexpiration of the unexpired term of such member's predecessor in office. Eachmember shall continue to hold office until a successor has been appointed.Members shall be eligible for reappointment. No person shall be eligible forappointment unless such person is a resident of the state. Each member, beforeentering upon the duties of the office of member, shall swear or solemnlyaffirm to administer the duties of office faithfully and impartially, and suchoath or affirmation shall be filed in the office of the secretary of state.
(2) Those members of the board as of July 9, 2005 who wereappointed to the board by members of the general assembly shall cease to bemembers of the board on July 9, 2005, and the governor shall thereupon seekrecommendations from the chair of the state investment commission for him orher duly to consider for the appointment of two (2) members thereof. Thosemembers of the board as of July 9, 2005 who were appointed to the board by thegovernor shall continue to serve the balance of their current terms.
(3) Newly appointed and qualified public members shall,within six (6) months of their qualification or designation, attend a trainingcourse that shall be developed with board approval and conducted by the chairof the board and shall include instruction in the subject area of chapters 46of this title, 133 of this title, 14 of title 36, and 2 of title 38; and theboard's rules and regulations. The director of the department of administrationshall, within ninety (90) days of July 9, 2005, prepare and disseminatetraining materials relating to the provisions of chapters 46 of this title, 14of title 36 and 2 of title 38.
(b) Members shall receive no compensation for the performanceof their duties.
(c) The board shall elect one of its members to serve aschairperson. Three (3) members shall constitute a quorum, and any action to betaken by the corporation under the provisions of this chapter may be authorizedby resolution approved by a majority of the members present and voting at anyregular or special meeting at which a quorum is present.
(d) In addition to electing a chairperson, the board shallappoint a secretary and such additional officers as it shall deem appropriate.
(e) Any action taken by the corporation under the provisionsof this chapter may be authorized by vote at any regular or special meeting,and the vote shall take effect immediately.
(f) Any action required by this chapter to be taken at ameeting of the board shall comply with chapter 46 of this title, entitled "OpenMeetings."
(g) To the extent that administrative assistance is neededfor the functions and operations of the board, the corporation may by contractor agreement obtain this assistance from the director of administration, theattorney general, and any successor officer at such cost to the corporation asshall be established by such contract or agreement. The board, however, shallremain responsible for, and provide oversight of, proper implementation of thischapter.
(h) Members of the board and persons acting on thecorporation's behalf, while acting within the scope of their employment oragency, are not subject to personal liability resulting from carrying out thepowers and duties conferred on them under this chapter.
(i) The state shall indemnify and hold harmless every past,present, or future board member, officer or employee of the corporation who ismade a party to or is required to testify in any action, investigation, orother proceeding in connection with or arising out of the performance oralleged lack of performance of that person's duties on behalf of thecorporation. These persons shall be indemnified and held harmless, whether theyare sued individually or in their capacities as board members, officers oremployees of the corporation, for all expenses, legal fees and/or costsincurred by them during or resulting from the proceedings, and for any award orjudgment arising out of their service to the corporation that is not paid bythe corporation and is sought to be enforced against a person individually, asexpenses, legal fees, costs, awards or judgments occur; provided, that neitherthe state nor the corporation shall indemnify any member, officer, or employee:
(1) For acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law;
(2) For any transaction from which the member derived animproper personal benefit; or
(3) For any malicious act.
(j) Public members of the board shall be removable by thegovernor, pursuant to the provisions of § 36-1-7, for cause only, andremoval solely for partisan or personal reasons unrelated to capacity orfitness for the office shall be unlawful.