§ 42-64.10-7. Directors, officers and employees. (a) Directors.

(1) The powers of the corporation shall be vested in a board of directors consisting of eleven (11) members. The membership of the board shall consist of the executive director of the Rhode Island economic development corporation as chairperson, (who shall vote only in the event of a tie), six (6) members appointed 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, one member appointed by the town council of the town of Jamestown, and one member appointed by the town council of the town of East Greenwich. The initial members of the board shall be divided into three (3) classes and shall serve initial terms on the board of directors as follows: two (2) of the directors appointed by the governor; one of the directors appointed by the town council of the town of North Kingstown shall be appointed for an initial term of one year; two (2) of the directors appointed by the governor, one director appointed by the town council of the town of North Kingstown and the director appointed by the town of East Greenwich shall be appointed for an initial term of two (2) years; and two (2) of the directors appointed by the governor and one director appointed by the town of Jamestown shall be appointed for an initial term of three (3) years. Upon expiration of each initial term and upon the expiration of each term thereafter, a successor shall be appointed by the same authority that made the initial appointment, and in the case of appointments by the governor with the advice and consent of the senate, to serve for a term of three (3) years so that members of the board of directors shall serve for staggered terms of three (3) years each. A vacancy on the board, other than by expiration, shall be filled in the same manner as an original appointment, but only for the unexpired portion of the term. If a vacancy occurs with respect to one of the directors appointed by the governor 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 himself or herself. Appointed directors shall not serve more than two (2) successive three (3) year terms but may be reappointed after not being a director for a period of at least twelve (12) months. Each appointed director shall hold office for the term for which the director is appointed and until the director's successor shall have been appointed and qualified, or until the director's earlier death, resignation or removal. Except for members of the town council of the town of North Kingstown, who may serve as members of the board of directors, no director shall be an elected official of any governmental entity.

(2) The directors shall receive no compensation for the performance of their duties under this chapter, but each director shall be reimbursed for his or her reasonable expenses incurred in carrying out those duties. A director may engage in private employment, or in a profession or business.

(3) Meetings. An annual meeting of the directors shall be held during the month of October of each year for the purposes of electing and appointing officers and reviewing and considering for approval the budget of the corporation. Regular meetings of the directors shall be held at least once in each calendar quarter, at the call of the chairperson or secretary, or in accordance with an annual schedule of meetings adopted by the board. Special meetings may be called for any purposes by the chairperson or the secretary and as provided for in the bylaws of the corporation.

(4) A majority of the directors then in office, but not less than five (5) directors, shall constitute a quorum, and any action to be taken by the corporation under the provisions of this chapter, may be authorized by resolution approved by a majority of the directors present and entitled to a vote at any regular or special meeting at which a quorum is present. A vacancy in the membership of the board of directors shall not impair the right of a quorum to exercise all of the rights and perform all of the duties of the corporation.

(5) Any action taken by the corporation under the provisions of 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 committee and a governance committee, which shall advise: (i) the board with the respect to the best practices of governance; and (ii) the board, members of the board, and officers with respect to conflicts of interest, corporate ethics and responsibilities, and the maintenance of the public trust; the members of the audit committee and the governance committee shall be appointed by the chairperson with the advice of the board of directors. In addition to the audit and the governance committee, the board may establish bylaw or with the approval of the chairperson such other committees as it deems appropriate.

(7) The board shall prescribe the application of the cash flow of the corporation, in the following order of priority:

(i) To debt service, including without limitation, sinking funds 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 application to statewide economic development.

(8) The board shall establish by bylaw limits on the expenditure of corporation funds without approval of the board.

(9) The approval of the board shall be required for any recommendation to the economic development corporation board of directors for the issuance of bonds or notes or borrowing money on behalf of the corporation or for the exercise of eminent domain on behalf of the corporation.

(b) Officers. The officers of the corporation shall include a chairperson, a managing director who shall be the chief executive officer of the corporation, a vice-chairperson, a secretary, and a finance director, as herein provided, and such other officers as the board may from time to time establish.

(1) Chairperson. The executive director of the economic development corporation shall be the chairperson of the board and shall appoint the managing director with the concurrence of the board, appoint committee members, approve the corporation's annual operating and capital budget, approve land sale prices, lease rents, and economic development incentives, and approve numbers and types of employees and staff of the corporation, and preside at meetings of the board.

(2) Managing director. The chief executive officer of the corporation shall be managing director of the corporation, who shall be appointed by the chairperson with the concurrence of the board. The managing director of the corporation shall be entitled to receive for his or her services any reasonable compensation as the board of directors may determine. The board of directors may vest in the managing director the authority to appoint staff members and to determine the amount of compensation each individual shall receive.

(3) Vice-chairperson. The board of directors shall from among its members elect a vice-chairperson who shall preside at meetings in the absence of the chairperson and have such other duties and powers as the directors may from time to time prescribe.

(4) Other officers. The board shall appoint a secretary, a director of finance, the duties of whom shall be prescribed in the bylaws of the corporation, and such additional officers and staff members as they shall deem appropriate and shall determine the amount of reasonable compensation, if any, each shall receive.

(5) With the exception of the chairperson, any number of offices may be held by the same person, unless the bylaws provide otherwise.

(c) Employees.

(1) The corporation may have such numbers and types of employees as the board, with the approval of the chairperson, shall determine upon the recommendation of the managing director. The board, upon the recommendation of the managing director, may authorize entering into agreements with the economic development corporation for any duties or functions to be performed by employees, staff, or agents of the corporation.

(2) No full-time employee of the corporation shall, during the period of his or her employment by the corporation, engage in any other private employment, profession or business, except with the approval of the board of directors.

(3) Employees of the corporation shall not, by reason of their employment, be deemed to be employees of the state for any purpose, any other provision of the general laws to the contrary notwithstanding, including, without limiting, the generality of the foregoing, chapters 29, 39, and 42 of title 28 and chapters 4, 8, 9, and 10 of title 36.

History of Section. (P.L. 2004, ch. 351, § 3; P.L. 2004, ch. 360, § 3.)