It is enacted by the General Assembly as follows:

SECTION 1. Section 42-64-8 of the General Laws in Chapter 42-64 entitled "Rhode Island Economic Development Corporation" is hereby amended to read as follows:

42-64-8. Directors, officers and employees. -- (a) The powers of the corporation shall be vested in a board of directors consisting of thirteen (13) members. The governor shall serve as a member of the board and as chairperson, ex officio (who shall vote only in the event of a tie). The membership of the board shall consist of eight (8) public members to be appointed by the governor with the advice and consent of the senate, two (2) members from the house of representatives to be appointed by the speaker of the house of representatives, one of whom shall be from the minority party, one (1) member from the senate who shall be appointed by the majority leader of the senate, and one (1) member of the minority party from the senate who shall be appointed by the majority leader of the senate. {ADD The small business ombudsperson shall advocate all action as Directors that may be necessary and proper to maintain and encourage the continued viability of small businesses in the state. The second public member next appointed after the effective date of this act, and each of his or her successors, shall be a representative of organized labor. ADD} The remaining public member shall be appointed on an interim basis by the governor when a project plan of the corporation situated on federal land is disapproved by the governing body of a municipality in accordance with subsection (a) (iv) of section 42-64-13. The member shall be the mayor of the municipality within whose borders all or a majority of the project plan is to be carried out, or in a municipality which has no mayor, the member shall be the president of the town or city council. The appointed interim member shall have all the powers of other members of the board only in its deliberations and action on the disapproval of the project plan situated on federal land and within the borders of his or her municipality. Upon final action by the board pursuant to subsection (a)(v) of section 42-64-13, the interim member's term of appointment shall automatically terminate.

(i) The members of the board of directors of the Rhode Island port authority and economic development corporation in office on the effective date of section 42-64-1.1 shall continue as directors of the corporation for the remainder of their appointed terms, and thereafter until their successors are appointed to the board of directors and have qualified. Annually during the month of January, the governor shall appoint a member or members to succeed the member or members whose terms will then next expire to serve for a term of four (4) years commencing on the first day of February and then next following, and thereafter until the successors are appointed and qualified. The governor shall appoint the additional member authorized by this act to serve for a term expiring January 31, 1999. The legislative members of the board of directors shall serve as members thereof until the expiration of the balance of the legislative term which they are serving at the time of their appointment to the board of directors, and thereafter until their successors are appointed to the board of directors and have qualified. In the event of a vacancy occurring in the office of a member by death, resignation or otherwise, such vacancy shall be filled in like manner as an original appointment, but only for the remainder of the term of the former member.

(b) The directors shall receive no compensation for the performance of their duties hereunder, 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.

(c) The chairperson shall designate a vice chairperson who shall serve at the pleasure of the chairperson. Five (5) directors shall constitute a quorum, and, except as otherwise provided in section 42-64-13, 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 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 the rights and perform all the duties of the corporation.

(d) The chief executive officer of the corporation shall be executive director of the corporation appointed by the governor with the advice and consent of the senate. The executive director of the corporation shall be entitled to receive for his or her services such reasonable compensation, as the board of directors may determine.

(e) The board of directors shall appoint a secretary 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. The board of directors may vest in the executive director or the director's subordinates the authority to appoint additional staff members and to determine the amount of compensation each individual shall receive.

(f) No full-time employee 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.

(g) Notwithstanding any other law to the contrary, it shall not be or constitute a conflict of interest for a director, officer, or employee of any financial institution, investment banking firm, brokerage firm, commercial bank, trust company, building-loan association, architecture firm, insurance company, or any other firm, person or corporation to serve as a director of the corporation nor shall any contract or transaction between the corporation and a financial institution, investment banking firm, brokerage firm, commercial bank, trust company, building-loan association, architecture firm, insurance company, or other firm, person, or corporation be void or voidable by reason of that service as director of the corporation. If any director, officer, or employee of the corporation shall be interested either directly or indirectly, or shall be a director, officer, or employee of or have an ownership interest (other than as the owner of less than one percent (1%) of the shares of a publicly-held corporation) in any firm or corporation interested directly or indirectly in any contract with the corporation, that interest shall be disclosed to the corporation and set forth in the minutes of the corporation, and the director, officer, or employee having that interest therein shall not participate on behalf of the corporation in the authorization of any such contract. Interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors of the corporation which authorizes the contract or transaction.

(h) Any action taken by the corporation under the provision of this chapter may be authorized by vote at any regular or special meeting, and each vote 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 of directors decides that it would be in the best interests of the corporation and the state to hold an executive session in private, then the board of directors is authorized to transact such business as it deems necessary at that executive session in private and the record thereof shall not become a matter of public record until the transaction discussed has in the opinion of the board of directors been completed.

(i) The board of directors may designate from among its members an executive committee and one or more other committees each of which, to the extent authorized by the board of directors, shall have and may exercise all the authority of the board of directors, but no such committee shall have the authority of the board of directors in reference to the disposition of all or substantially all the property and assets of the corporation, amending the by-laws of the corporation, exercising the condemnation power conferred upon the corporation by section 42-64-9 or taking actions described or referred to in section 42-64-13(a).

(j) Any action required by this chapter to be taken at a meeting of the board of directors, or any action which may be taken at a meeting of the board of directors, or committee thereof, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed before or after that action by all of the directors, or all of the members of the committee, as the case may be.

(k) 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.

SECTION 2. This act shall take effect upon passage.