§ 45-38.1-4. Corporation established. (a) There is hereby created a public body corporate and agency of the state to be known as the "Rhode Island health and educational building corporation" as successor to the Rhode Island educational building corporation, previously created as a nonbusiness corporation under and pursuant to chapter 6 of title 7, as amended by chapter 121 of the Public Laws of 1966, and constituted and established as a public body corporate and agency of the state for the exercising of the powers conferred on the corporation under and pursuant to §§ 45-38.1-1 - 45-38.1-24.

(b) All of the powers of the corporation are vested in the board of directors of the corporation elected at the first meeting of the incorporators of the Rhode Island educational building corporation, and the members of the board shall continue to serve for the duration of the terms for which they were originally elected. Successors to the members of the board of directors shall be appointed by the governor, as follows: prior to the month of June in each year, commencing in the year 1968, the governor shall appoint a member to serve on the board of directors for a term of five (5) years to succeed the member whose term will expire in June of that year. In the event of a vacancy occurring in the membership of the board of directors, the governor shall appoint a new member of the board of directors for the unexpired term. Any member of the board of directors is eligible for reappointment.

(c) Each member of the board of directors, before entering upon his or her duties, shall take an oath to administer the duties of his or her office faithfully and impartially, and the oath shall be filed in the office of the secretary of state.

(d) The board of directors shall elect two (2) of its members as chairperson and vice chairperson, and also elect a secretary, assistant secretary, treasurer, and assistant treasurer, who need not be members of the board. Three (3) members of the board of directors of the corporation shall constitute a quorum, and the affirmative vote of the majority of the directors present and entitled to vote at any regular or special meeting at which a quorum is present, is necessary for any action to be taken by the corporation; except, however, that the affirmative vote of three (3) members of the board of directors is necessary for the election of officers of the corporation and to amend the bylaws of the corporation. No vacancy in the membership of the board of directors of the corporation impairs the right of a quorum to exercise all the powers of and perform the duties of the corporation.

(e) Any action taken by the corporation under the provisions of this chapter may be authorized by resolution at any regular or special meeting, and each resolution takes effect immediately and need not be published or posted.

(f) The members of the board of directors shall receive compensation at the rate of fifty dollars ($50.00) per meeting attended; however, the compensation shall not exceed one thousand five hundred dollars ($1,500) per fiscal year per member.

(g) Notwithstanding any other law to the contrary, it shall not be or constitute a conflict of interest for a trustee, director, officer, or employee of an institution for higher education or a health care provider to serve as a member of the board of directors of the corporation; provided, that the trustee, director, officer, or employee abstains from deliberation, action and vote by the board under this chapter in specific respect to the institution for higher education or the health care provider of which the member is a trustee, director, officer, or employee.

(h) The board and corporation shall comply with provisions of chapter 155 of title 42, the quasi-public corporations accountability and transparency act.

History of Section. (P.L. 1967, ch. 56, § 1; P.L. 1968, ch. 224, § 2; P.L. 1981, ch. 398, § 1; P.L. 1988, ch. 627, § 1; P.L. 1989, ch. 102, § 1; P.L. 1991, ch. 292, § 1; P.L. 2015, ch. 141, art. 9, § 3.)