2005 Rhode Island Code - § 23-19-6 — Creation, membership, and terms of the Rhode Island Resource Recovery Corporation.

    (a) There is authorized, created, and established 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 set forth in this chapter, to be known as the Rhode Island resource recovery corporation, ("the corporation") to carry out the provisions of this chapter. The corporation is constituted a public instrumentality and agency 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.

   (b) It is the intent of the general assembly by the passage of this chapter to create and establish a public corporation and instrumentality and agency of the state for the purpose of the activities authorized by this chapter, 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 conformance with the purpose expressed in this section.

   (c) The powers of the corporation shall be vested in nine (9) commissioners, consisting of the director of administration, or the director's designee, four (4) public members to be appointed by the governor, one resident of the town of Johnston to be appointed by the governor, two (2) members from the house of representatives to be appointed by the speaker of the house, and one member from the senate to be appointed by the president of the senate.

   (2) Of the five (5) commissioners appointed by the governor, one shall be the chief elected officer of a city or town. Of the two (2) commissioners appointed by the speaker of the house, at least one shall represent a minority party. Appointments by the governor shall require the advice and consent of the senate.

   (d) The governor shall appoint the five (5) public members to serve staggered three (3) year terms. In the month of June each year thereafter, the governor shall appoint the successor(s) to the commissioners the governor has appointed whose terms expire that year, to serve for a term of three (3) years commencing on the first day of July then next following. All public members shall serve until their respective successors are appointed and qualified. The speaker of the house shall appoint two (2) commissioners to serve until the expiration of the balance of the legislative term that they are serving at the time of their appointment to the board. The president of the senate shall appoint one commissioner to serve until the expiration of the balance of the legislative term which the commissioner is serving at the time of his or her appointment to the board.

   (e) Any vacancy occurring in the office of a member by death, resignation, or otherwise shall be filled in the same manner as the original appointment for the balance of the unexpired term of the former member.

   (f) The governor shall designate a commissioner to serve as chair. Any commissioner may be removed by the governor for misfeasance, malfeasance, or willful neglect of duty.

   (g) The commissioners shall annually elect from among their number a vice chair and a treasurer, and any other officers that they may determine. Meetings shall be held at the call of the chair or whenever two (2) commissioners so request. Five (5) commissioners 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 five (5) of the commissioners present at any regular or special meeting. No vacancy in the membership of the corporation's board of commissioners shall impair the right of a quorum to exercise all the rights and perform all the duties of the corporation.

   (h) Commissioners shall receive no compensation for the performance of their duties, but the commissioner shall be reimbursed for his or her reasonable expenses incurred in carrying out the duties under this chapter.

   (i) The commissioners of the corporation shall at regular intervals conduct business meetings for the purpose of carrying out its general business. The meetings shall be open to the public and all records and minutes will be a matter of public record. The corporation shall be considered a "public body" and shall be subject to the provisions of the Open Meetings Law, § 42-46-1 et seq. and to the provisions of title 38 concerning public records.

   (j) The corporation shall continue until its existence is terminated by law. At that time its holdings and assets shall pass to and become vested in the state.

   (k) The state shall indemnify and hold harmless every past, present, or future commissioner, officer, or employee of the corporation who is made a party to or is required to testify in any action, investigation, or other proceeding in connection with or arising out of the performance or alleged lack of performance of that person's duties on behalf of the corporation. These persons shall be indemnified and held harmless, whether they are sued individually or in their capacities as commissioners, officers, or employees of the corporation, for all expenses, legal fees and/or costs incurred by them during or resulting from the proceedings, and for any award or judgment arising out of their service to the corporation that is not paid by the corporation and is sought to be enforced against a person individually, as expenses, legal fees, costs, awards or judgments occur. Provided, however, that neither the state nor the corporation shall indemnify any commissioner, officer, or employee:

   (1) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

   (2) For any transaction from which the member derived an improper personal benefit; or

   (3) For any malicious act.