§ 45-54-5 - Board of directors – Tenure – Quorums.
SECTION 45-54-5
§ 45-54-5 Board of directors – Tenure– Quorums. – (a) When the council of a city or town first adopts a resolution as providedfor in § 45-54-1, the elected chief executive officer, in cities and townshaving a popularly elected chief executive officer, shall appoint five (5)resident electors of the city or town as directors of the corporation. Theseappointments are subject to approval by the city or town council. In cities andtowns where there is no popularly elected chief executive officer, the city ortown council shall appoint five (5) resident electors of the city or town asdirectors of the corporation.
(b) The directors who are first appointed are designated toserve for terms as follows: two (2) directors have initial terms of two (2)years; and three (3) directors have initial terms of three (3) years,respectively, from the date of their appointment. Thereafter, directors shallbe appointed for a term of five (5) years, except that all vacancies shall befilled for the unexpired term by the chief executive officer of the city ortown, if any, or the city or town council.
(c) Each director whose term of office expires shall continueto hold office until his or her successor is appointed and has qualified. Eachdirector before entering upon his or her other duties will take an oath tosupport the constitution and laws of the state and the constitution of theUnited States and to faithfully and impartially discharge the duties of his orher office. The directors are subject to removal for cause by the elected chiefexecutive officer, in cities and towns having a popularly elected chiefexecutive officer, or by the town council, where there is no popularly electedchief executive officer. The directors receive no compensation for theperformance of their duties, but are reimbursed for their reasonable expensesincurred in carrying out their duties under this chapter.
(d) No director or employee of the corporation shall acquireany direct interest in any project or in any property included or planned to beincluded in any project, nor shall he or she have any interest, direct orindirect, in any proposed contract for materials or services to be furnished inconnection with any project. If any director or employee of the corporationowns or controls an interest, direct or indirect, in any property included orplanned to be included in any project, he or she shall immediately disclose theinterest, in writing, to the corporation and that disclosure shall be enteredupon the minutes of the corporation. Failure to disclose the interestconstitutes misconduct in office.
(e) No elected official of any city or town or director ofthe corporation shall become an employee of the corporation for at least two(2) years after leaving public office or ceasing to be a director of thecorporation, as applicable.
(f) The corporation shall elect one of its directors aschairperson and another as vice-chairperson and shall also elect a secretaryand a treasurer. Three (3) directors of the corporation constitutes a quorumand the vote of three (3) members is necessary for any action taken by thecorporation. No vacancy in the board of directors of the corporation shallimpair the right of the quorum to exercise all the rights and perform all theduties of the corporation.