§ 42-64.10-7 - Directors, officers and employees.
SECTION 42-64.10-7
§ 42-64.10-7 Directors, officers andemployees. – (1) The powers of the corporation shall be vested in a board of directorsconsisting of eleven (11) members. The membership of the board shall consist ofthe executive director of the Rhode Island economic development corporation aschairperson, (who shall vote only in the event of a tie), six (6) membersappointed by the governor, with the advice and consent of the senate, two (2)members appointed by the town council of the town of North Kingstown, onemember appointed by the town council of the town of Jamestown, and one memberappointed by the town council of the town of East Greenwich. The initialmembers of the board shall be divided into three (3) classes and shall serveinitial terms on the board of directors as follows: two (2) of the directorsappointed by the governor; one of the directors appointed by the town councilof the town of North Kingstown shall be appointed for an initial term of oneyear; two (2) of the directors appointed by the governor, one directorappointed by the town council of the town of North Kingstown and the directorappointed by the town of East Greenwich shall be appointed for an initial termof two (2) years; and two (2) of the directors appointed by the governor andone director appointed by the town of Jamestown shall be appointed for aninitial term of three (3) years. Upon expiration of each initial term and uponthe expiration of each term thereafter, a successor shall be appointed by thesame authority that made the initial appointment, and in the case ofappointments by the governor with the advice and consent of the senate, toserve for a term of three (3) years so that members of the board of directorsshall serve for staggered terms of three (3) years each. A vacancy on theboard, other than by expiration, shall be filled in the same manner as anoriginal appointment, but only for the unexpired portion of the term. If avacancy occurs with respect to one of the directors appointed by the governorwhen the senate is not in session, the governor shall appoint a person to fillthe vacancy, but only until the senate shall next convene and give its adviceand consent to a new appointment. A member shall be eligible to succeed himselfor herself. Appointed directors shall not serve more than two (2) successivethree (3) year terms but may be reappointed after not being a director for aperiod of at least twelve (12) months. Each appointed director shall holdoffice for the term for which the director is appointed and until thedirector's successor shall have been appointed and qualified, or until thedirector's earlier death, resignation or removal. Except for members of thetown council of the town of North Kingstown, who may serve as members of theboard of directors, no director shall be an elected official of anygovernmental entity.
(2) 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.
(3) Meetings. An annual meeting of the directors shallbe held during the month of October of each year for the purposes of electingand appointing officers and reviewing and considering for approval the budgetof the corporation. Regular meetings of the directors shall be held at leastonce in each calendar quarter, at the call of the chairperson or secretary, orin accordance with an annual schedule of meetings adopted by the board. Specialmeetings may be called for any purposes by the chairperson or the secretary andas provided for in the bylaws of the corporation.
(4) A majority of the directors then in office, but not lessthan five (5) directors, shall constitute a quorum, and any action to be takenby the corporation under the provisions of this chapter, may be authorized byresolution approved by a majority of the directors present and entitled to avote at any regular or special meeting at which a quorum is present. A vacancyin the membership of the board of directors shall not impair the right of aquorum to exercise all of the rights and perform all of the duties of thecorporation.
(5) Any action taken by the corporation under the provisionsof this chapter may be authorized by a vote at any regular or special meeting,and each vote shall take effect immediately.
(6) The board of directors shall establish an audit committeeand a governance committee, which shall advise: (i) the board with the respectto the best practices of governance; and (ii) the board, members of the board,and officers with respect to conflicts of interest, corporate ethics andresponsibilities, and the maintenance of the public trust; the members of theaudit committee and the governance committee shall be appointed by thechairperson with the advice of the board of directors. In addition to the auditand the governance committee, the board may establish bylaw or with theapproval of the chairperson such other committees as it deems appropriate.
(7) The board shall prescribe the application of the cashflow of the corporation, in the following order of priority:
(i) To debt service, including without limitation, sinkingfunds established in connection with any financing;
(ii) To operating expenses;
(iii) To capital expenses;
(iv) To reserve funds as may be established by the board,from time to time; and
(v) To the economic development corporation for applicationto statewide economic development.
(8) The board shall establish by bylaw limits on theexpenditure of corporation funds without approval of the board.
(9) The approval of the board shall be required for anyrecommendation to the economic development corporation board of directors forthe issuance of bonds or notes or borrowing money on behalf of the corporationor for the exercise of eminent domain on behalf of the corporation.
(b) Officers. The officers of the corporation shallinclude a chairperson, a managing director who shall be the chief executiveofficer of the corporation, a vice-chairperson, a secretary, and a financedirector, as herein provided, and such other officers as the board may fromtime to time establish.
(1) Chairperson. The executive director of theeconomic development corporation shall be the chairperson of the board andshall appoint the managing director with the concurrence of the board, appointcommittee members, approve the corporation's annual operating and capitalbudget, approve land sale prices, lease rents, and economic developmentincentives, and approve numbers and types of employees and staff of thecorporation, and preside at meetings of the board.
(2) Managing director. The chief executive officer ofthe corporation shall be managing director of the corporation, who shall beappointed by the chairperson with the concurrence of the board. The managingdirector of the corporation shall be entitled to receive for his or herservices any reasonable compensation as the board of directors may determine.The board of directors may vest in the managing director the authority toappoint staff members and to determine the amount of compensation eachindividual shall receive.
(3) Vice-chairperson. The board of directors shallfrom among its members elect a vice-chairperson who shall preside at meetingsin the absence of the chairperson and have such other duties and powers as thedirectors may from time to time prescribe.
(4) Other officers. The board shall appoint asecretary, a director of finance, the duties of whom shall be prescribed in thebylaws of the corporation, and such additional officers and staff members asthey shall deem appropriate and shall determine the amount of reasonablecompensation, if any, each shall receive.
(5) With the exception of the chairperson, any number ofoffices may be held by the same person, unless the bylaws provide otherwise.
(1) The corporation may have such numbers and types ofemployees as the board, with the approval of the chairperson, shall determineupon the recommendation of the managing director. The board, upon therecommendation of the managing director, may authorize entering into agreementswith the economic development corporation for any duties or functions to beperformed by employees, staff, or agents of the corporation.
(2) No full-time employee of the corporation shall, duringthe period of his or her employment by the corporation, engage in any otherprivate employment, profession or business, except with the approval of theboard of directors.
(3) Employees of the corporation shall not, by reason oftheir employment, be deemed to be employees of the state for any purpose, anyother provision of the general laws to the contrary notwithstanding, including,without limiting, the generality of the foregoing, chapters 29, 39, and 42 oftitle 28 and chapters 4, 8, 9, and 10 of title 36.