Rhode Island § 45-54-5 - Municipal Detention Facility Corporations

§ 45-54-5. Board of directors — Tenure — Quorums.

(a) When the council of a city or town first adopts a resolution as provided for in § 45-54-1, the elected chief executive officer, in cities and towns having a popularly elected chief executive officer, shall appoint five (5) persons, at least three (3) of whom shall be resident electors of the city or town as directors of the corporation. These appointments are subject to approval by the city or town council. In cities and towns where there is no popularly elected chief executive officer, the city or town council shall appoint five (5) persons, at least three (3) of whom shall be resident electors of the city or town as directors of the corporation.

(b) The directors who are first appointed are designated to serve for terms as follows: two (2) directors have initial terms of two (2) years; and three (3) directors have initial terms of three (3) years, respectively, from the date of their appointment. Thereafter, directors shall be appointed for a term of five (5) years, except that all vacancies shall be filled for the unexpired term by the chief executive officer of the city or town, if any, or the city or town council.

(c) Each director whose term of office expires shall continue to hold office until his or her successor is appointed and has qualified. Each director before entering upon his or her other duties will take an oath to support the constitution and laws of the state and the constitution of the United States and to faithfully and impartially discharge the duties of his or her office. The directors are subject to removal for cause by the elected chief executive officer, in cities and towns having a popularly elected chief executive officer, or by the town council, where there is no popularly elected chief executive officer. The directors receive no compensation for the performance of their duties, but are reimbursed for their reasonable expenses incurred in carrying out their duties under this chapter.

(d) No director or employee of the corporation shall acquire any direct interest in any project or in any property included or planned to be included in any project, nor shall he or she have any interest, direct or indirect, in any proposed contract for materials or services to be furnished in connection with any project. If any director or employee of the corporation owns or controls an interest, direct or indirect, in any property included or planned to be included in any project, he or she shall immediately disclose the interest, in writing, to the corporation and that disclosure shall be entered upon the minutes of the corporation. Failure to disclose the interest constitutes misconduct in office.

(e) No elected official of any city or town or director of the corporation shall become an employee of the corporation for at least two (2) years after leaving public office or ceasing to be a director of the corporation, as applicable.

(f) The corporation shall elect one of its directors as chairperson and another as vice-chairperson and shall also elect a secretary and a treasurer. Three (3) directors of the corporation constitutes a quorum and the vote of three (3) members is necessary for any action taken by the corporation. No vacancy in the board of directors of the corporation shall impair the right of the quorum to exercise all the rights and perform all the duties of the corporation.