§ 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 legal existence from the state and not constituting a department of the state government, 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 hereby constituted a public instrumentality exercising public and essential governmental functions, and the exercise by the corporation of the powers conferred by this chapter are deemed and held to be the performance of an essential governmental function of the state. It is the intent of the general assembly by the passage of this chapter to authorize the incorporation of a public corporation and instrumentality of the state for the purpose of carrying on the activities authorized, and to vest the corporation with all powers, authority, rights, privileges, and titles that may be necessary to enable it to accomplish those purposes. This chapter shall be liberally construed in conformity with the purpose expressed.

(b) The business and affairs of the corporation shall be managed by a board of directors consisting of the governor, ex officio, or his or her designee, who shall serve as chairperson, and four members who shall be appointed by the governor, with the advice and consent of the senate, initially for terms, respectively, to expire on the first day of January 1992 and the first day of January in the years 1993, 1994 and 1995. Upon the expiration of each initial term, and upon the expiration of each term thereafter, the governor 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 directors shall serve for staggered terms of four (4) years each. A vacancy on the board other than by expiration, shall be filled in the same manner as on original appointment, but only for the unexpired portion of the term. If a vacancy occurs when the senate is not in session, the governor shall appoint a person to fill the vacancy, but only until the senate shall next convene and give its advice and consent to a new appointment. A member shall be eligible to succeed him or herself. Any member of the corporation may be removed by the governor for misfeasance, malfeasance, or willful neglect of duty.

(c) Each member of the board of directors shall serve until his or her successor is appointed and qualified. The appointed members of the board of directors shall be eligible for reappointment. The board of directors annually shall elect one of its members as vice-chairperson. Three (3) members of the board of directors shall constitute a quorum and the affirmative vote of three (3) members shall be necessary and shall suffice for any action taken by the board of directors. No vacancy in the membership of the board of directors shall impair the right of a quorum to exercise the powers of the board of directors.

(d) Board members shall receive no compensation for the performance of their duties, but each member shall be reimbursed for his or her reasonable expenses incurred in carrying out those duties under this chapter.

(e) Notwithstanding the provisions of any other law, no officer or employee of the state shall be deemed to have forfeited or shall forfeit his or her office or employment by reason of his or her acceptance of membership on the board of the corporation or his or her service to the board.

(f) The board shall employ an executive director who shall also be the secretary and who shall administer, manage, and direct the affairs and business of the corporation, subject to the policies, control, and direction of the board. The board may employ technical experts and other officers, agents, and employees, permanent and temporary, and fix their qualifications, duties, and compensation. No person so employed shall be subject to the provisions of the classified service. The board may delegate to one or more of its agents or employees those administrative duties it may deem proper.

(g) The secretary shall keep a record of the proceedings of the corporation and shall be custodian of all books, documents, and papers filed with the corporation and of its minute book and seal. He or she, or his or her designee, or the designee of the board shall have authority to cause to be made copies of all minutes and other records and documents of the corporation and to give certificates under the seal of the corporation to the effect that the copies are true copies and all persons dealing with the corporation may rely upon the certificates.

History of Section. (P.L. 1991, ch. 3, § 4; P.L. 1992, ch. 9, § 6.)