§ 42-55-4 - Creation of corporation – Composition – Personnel – Compensation.
SECTION 42-55-4
§ 42-55-4 Creation of corporation –Composition – Personnel – Compensation. – (a) There is authorized the creation and establishment of a public corporationof the state, having a distinct legal existence from the state and notconstituting a department of the state government, with the politic andcorporate powers as are set forth in this chapter to be known as the "RhodeIsland housing and mortgage finance corporation" to carry out the provisions ofthis chapter. The corporation is constituted a public instrumentalityexercising public and essential governmental functions, and the exercise by thecorporation of the powers conferred by this chapter shall be deemed and held tobe the performance of an essential governmental function of the state. It isthe intent of the general assembly by the passage of this chapter to authorizethe incorporation of a public corporation and instrumentality and agency of thestate for the purpose of carrying on the activities authorized by this chapter,and to vest the corporation with all of the powers, authority, rights,privileges, and titles that may be necessary to enable it to accomplish thesepurposes. This chapter shall be liberally construed in conformity with thepurpose expressed.
(b) The powers of the corporation shall be vested in seven(7) commissioners consisting of the director of administration, or his or herdesignee; the general treasurer, or his or her designee; the director ofbusiness regulations, or his or her designee; and four (4) members to beappointed by the governor with the advice and consent of the senate who shallamong them be experienced in all aspects of housing design, development,finance, management, and state and municipal finance. On or before July 1,1973, the governor shall appoint one member to serve until the first day ofJuly, 1974 and until his or her successor is appointed and qualified, onemember to serve until the first day of July, 1975, and until his or hersuccessor is appointed and qualified, one member to serve until the first dayof July, 1976 and until his or her successor is appointed and qualified, onemember to serve until the first day of July, 1977 and until his or hersuccessor is appointed and qualified. During the month of June, 1974, andduring the month of June annually thereafter, the governor shall appoint amember to succeed the member whose term will then next expire to serve for aterm of four (4) years commencing on the first day of July then next followingand until his or her successor is appointed and qualified. A vacancy in theoffice of a commissioner, other than by expiration, shall be filled in likemanner as an original appointment, but only for the unexpired portion of theterm. If a vacancy occurs when the senate is not in session, the governor shallappoint a person to fill the vacancy, but only until the senate shall nextconvene and give its advice and consent to a new appointment. A member shall beeligible to succeed him or herself. The governor shall designate a member ofthe corporation to serve as chairperson. Any member of the corporation may beremoved by the governor for misfeasance, malfeasance, or willful neglect ofduty.
(c) The commissioners shall elect from among their number avice-chairperson annually and those other officers as they may determine.Meetings shall be held at the call of the chairperson or whenever two (2)commissioners so request. Four (4) commissioners of the corporation shallconstitute a quorum and any action taken by the corporation under theprovisions of this chapter may be authorized by resolution approved by amajority but not less than three (3) of the commissioners present at anyregular or special meeting. No vacancy in the membership of the corporationshall impair the right of a quorum to exercise all of the rights and performall of the duties of the corporation.
(d) Commissioners shall receive no compensation for theperformance of their duties, but each commissioner shall be reimbursed for hisor her reasonable expenses incurred in carrying out his or her duties underthis 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 of the corporation or his or her service to the corporation.
(f) The commissioners shall employ an executive director whoshall also be the secretary and who shall administer, manage, and direct theaffairs and business of the corporation, subject to the policies, control, anddirection of the commissioners. The commissioners may employ technical expertsand other officers, agents, and employees, permanent and temporary, and fixtheir qualifications, duties, and compensation. These employed persons shallnot be subject to the provisions of the classified service. The commissionersmay delegate to one or more of their agents or employees those administrativeduties they may deem proper.
(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 of commissioners, shall haveauthority to cause to be made copies of all minutes and other records anddocuments of the corporation and to give certificates under the seal of thecorporation to the effect that the copies are true copies and all personsdealing with the corporation may rely upon the certificates.
(h) Before entering into his or her duties, each commissionerof the corporation shall execute a surety bond in the penal sum of fiftythousand dollars ($50,000) and the executive director shall execute a suretybond in the penal sum of one hundred thousand dollars ($100,000) or, in lieu ofthis, the chairperson of the corporation shall execute a blanket bond coveringeach commissioner, the executive director and the employees or other officersof the corporation, each surety bond to be conditioned upon the faithfulperformance of the duties of the office or offices covered, to be executed by asurety company authorized to transact business in this state as surety and tobe approved by the attorney general and filed in the office of the secretary ofstate. The cost of each bond shall be paid by the corporation.
(i) 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 or trust company, architecture firm, insurance company, or anyother firm, person, or corporation to serve as a member of the corporation. Ifany commissioner, officer, or employee of the corporation shall be interestedeither directly or indirectly, or shall be a director, officer, or employee ofor have an ownership interest in any firm or corporation interested directly orindirectly in any contract with the corporation, including any loan to anyhousing sponsor or health care sponsor, that interest shall be disclosed to thecorporation and shall be set forth in the minutes of the corporation and thecommissioner, officer, or employee having an interest therein shall notparticipate on behalf of the corporation in the authorization of this contract.