§ 42-55-4. Creation of corporation - Composition - Personnel - Compensation. (a) There is authorized the creation and establishment of a public corporation of the state, having a distinct legal existence from the state and not constituting a department of the state government, with the politic and corporate powers as are set forth in this chapter to be known as the "Rhode Island housing and mortgage finance corporation" to carry out the provisions of this chapter. The corporation is constituted a public instrumentality exercising public and essential governmental functions, and the exercise by the corporation of the powers conferred by this chapter shall be 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 and agency of the state 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 these purposes. This chapter shall be liberally construed in conformity with the purpose expressed.

(b) The powers of the corporation shall be vested in seven (7) commissioners consisting of the director of administration, or his or her designee; the general treasurer, or his or her designee; the director of business regulations, or his or her designee; and four (4) members to be appointed by the governor with the advice and consent of the senate who shall among 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 of July, 1974 and until his or her successor is appointed and qualified, one member to serve until the first day of July, 1975, and until his or her successor is appointed and qualified, one member to serve until the first day of July, 1976 and until his or her successor is appointed and qualified, one member to serve until the first day of July, 1977 and until his or her successor is appointed and qualified. During the month of June, 1974, and during the month of June annually thereafter, the governor shall appoint a member to succeed the member whose term will then next expire to serve for a term of four (4) years commencing on the first day of July then next following and until his or her successor is appointed and qualified. A vacancy in the office of a commissioner, other than by expiration, shall be filled in like manner as an 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. The governor shall designate a member of the corporation to serve as chairperson. Any member of the corporation may be removed by the governor for misfeasance, malfeasance, or willful neglect of duty.

(c) The commissioners shall elect from among their number a vice-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 shall constitute a quorum and any action taken by the corporation under the provisions of this chapter may be authorized by resolution approved by a majority but not less than three (3) of the commissioners present at any regular or special meeting. No vacancy in the membership of the corporation shall impair the right of a quorum to exercise all of the rights and perform all of the duties of the corporation.

(d) Commissioners shall receive no compensation for the performance of their duties, but each commissioner shall be reimbursed for his or her reasonable expenses incurred in carrying out his or her 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 of the corporation or his or her service to the corporation.

(f) The commissioners 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 commissioners. The commissioners may employ technical experts and other officers, agents, and employees, permanent and temporary, and fix their qualifications, duties, and compensation. These employed persons shall not be subject to the provisions of the classified service. The commissioners may delegate to one or more of their agents or employees those administrative duties they 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 of commissioners, 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.

(h) Before entering into his or her duties, each commissioner of the corporation shall execute a surety bond in the penal sum of fifty thousand dollars ($50,000) and the executive director shall execute a surety bond in the penal sum of one hundred thousand dollars ($100,000) or, in lieu of this, the chairperson of the corporation shall execute a blanket bond covering each commissioner, the executive director and the employees or other officers of the corporation, each surety bond to be conditioned upon the faithful performance of the duties of the office or offices covered, to be executed by a surety company authorized to transact business in this state as surety and to be approved by the attorney general and filed in the office of the secretary of state. The cost of each bond shall be paid by the corporation.

(i) Notwithstanding any other law to the contrary, it shall not be or constitute a conflict of interest for a director, officer, or employee of any financial institution, investment banking firm, brokerage firm, commercial bank or trust company, architecture firm, insurance company, or any other firm, person, or corporation to serve as a member of the corporation. If any commissioner, officer, or employee of the corporation shall be interested either directly or indirectly, or shall be a director, officer, or employee of or have an ownership interest in any firm or corporation interested directly or indirectly in any contract with the corporation, including any loan to any housing sponsor or health care sponsor, that interest shall be disclosed to the corporation and shall be set forth in the minutes of the corporation and the commissioner, officer, or employee having an interest therein shall not participate on behalf of the corporation in the authorization of this contract.

History of Section. (P.L. 1973, ch. 262, § 1; P.L. 1985, ch. 181, art. 61, § 15; P.L. 1986, ch. 198, § 36; P.L. 1986, ch. 461, § 1; P.L. 1987, ch. 287, § 1.)