Section 37-18-5 - Board of directors - Annual report - Oath - Officers - Quorum and required vote - Meetings and records(a) All the powers of the corporation shall be vested in the board of directors of the corporation. An annual report shall be compiled in accordance with chapter 36 of title 42 and shall also be submitted to the general assembly not later than February 15.(b) The corporation shall consist of nine (9) directors, five (5) of whom shall be appointed by the Indian corporation, two (2) of whom shall be appointed by the governor (one of whom shall be the director of the department of environmental management or its successor agency or department and who shall serve as nonvoting director and who shall not serve as chairperson), one of whom shall be appointed jointly by the speaker of the house of representatives, and by the president of the senate, and one of whom shall be appointed by the town council. Two (2) of the directors appointed by the Indian corporation and the director appointed by the town council shall be appointed initially to four (4) year terms. Two (2) of the directors appointed by the Indian corporation and the director appointed jointly by the speaker of the house of representatives and the president of the senate shall be appointed initially to five (5) year terms. One of the directors appointed by the Indian corporation and the two (2) directors appointed by the governor shall be appointed initially to six (6) year terms. After the initial appointment terms have expired, successor terms for directors shall be for a period of three (3) years, the intention being that one-third (1/3) of the board of directors shall be appointed annually. Any member chosen to fill a vacancy occurring otherwise than by expiration of a term shall be appointed only for the remainder of that unexpired term. All members of the board shall be 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. No member of the board shall benefit directly or indirectly from any project undertaken by the corporation, other than in his or her capacity as a descendant of an individual listed in P.L. 1880, ch. 800, § 4. The oath shall state: "I, (naming the person), so solemnly affirm that I will faithfully and impartially discharge my duties as a member of the board of directors of the Narragansett Indian land management corporation according to the best of my abilities, and that I will support the Constitution and laws of this state, and the Constitution of the United States, and I do solemnly promise that I will observe and strictly obey the bylaws, rules, and regulations set down by this commission and do further declare that I entertain no ill will toward any member of this commission. This affirmation I make and give upon the peril of the penalty of perjury."
(d) The board of directors may elect such officers as may be required to conduct the corporation's business.(e) Five (5) members of the board of directors of the corporation shall constitute a quorum, and a vote of five (5) members of the board of directors shall be necessary for any action taken by the corporation. No vacancy in the membership of the board of directors shall impair the right of a quorum to exercise all the powers and perform the duties of the corporation.(f) 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 such resolution shall take effect immediately. All meetings shall be open to the public, and all records shall be a matter of public record except that if a majority of the board by public vote determines that it would be in the best interest of the corporation to hold an executive session in private, then the board is authorized to transact only the following business at the closed meeting, and the records of the meeting shall not become public record until the transaction discussed has, in the opinion of the directors, been completed: (1) Any discussions of the job performance, character, physical or mental health of a person or persons, provided that the person or persons affected may require that the discussion be held at an open meeting;(2) Any discussions or consideration related to the acquisition of real property wherein public information would be detrimental to the interest of the corporation.P.L. 1979, ch. 116, §5; P.L. 2001 , ch. 180, § 79.