By-Laws

RESOLUTION
OF RHODE ISLAND TURNPIKE & BRIDGE AUTHORITY
ADOPTING AND ESTABLISHING BY-LAWS FOR THE
MANAGEMENT AND REGULATION OF THE AFFAIRS OF
THE AUTHORITY

WHEREAS, Rhode Island Turnpike & Bridge Authority was created a body corporate and politic of the State of Rhode Island by Chapter 3390 of the Public Laws of Rhode Island, 1954; and

WHEREAS, it is desirable to adopt and establish By-Laws for the management and regulation of the affairs of the Authority;

NOW, THEREFORE, BE IT RESOLVED BY RHODE ISLAND TURNPIKE & BRIDGE AUTHORITY:

SECTION 1: Rhode Island Turnpike & Bridge Authority hereby adopts, established and declares the following to be the By-Laws for the management and regulation of its affairs.

BY-LAWS
of
RHODE ISLAND TURNPIKE & BRIDGE AUTHORITY

ARTICLE I.
OFFICES

1. The principle office of the Authority shall be located at the Administration office in Jamestown, Rhode Island.

2. The Authority may have and maintain offices in such other places within Rhode Island as the Authority may from time to time designate.

3. Except as otherwise required by resolution of the Authority, or as the business of the Authority may require, all records, books and accounts of the Authority shall be kept at its principle office.

ARTICLE II.
SEAL

1. The Authority hereby adopts as the seal of the Authority, the seal which is imprinted hereon on the margin of this ARTICLE II of said By-Laws.

2. The seal of the Authority may be varied in form from time to time as approved by the Authority, in accordance with the provisions of Article XI of these By-Laws.

ARTICLE III.
MEETINGS

1. The annual meeting of the Authority shall be held at the principle office of the Authority or such other place within Rhode Island as may be designated by the Chairman or Secretary in writing on the first Wednesday of May in each year, at 2:00 o'clock, P.M.

2. Regular quarterly meetings bf the Authority shall be held on the first Wednesday of May, August, November and February of each year.

3. Special meetings of the Authority shall be called by the Secretary whenever, as requested in writing, by either the Chairman, Vice Chairman or any three (3) members of the Authority.

4. Notice in writing of the time and place of each annual, regular and special meeting of the Authority shall be served either personally or by regular mail or by telegraph upon each member of the Authority, at any of his last known addresses, not less than twenty-four (24) hours, nor more than ten (10) days, before the date and time fixed for such meeting. Notice of any meeting may be waived, in writing, by any member of the Authority, and will be waived by attendance at any meeting. Business transacted at a special meeting shall be confined to matters stated in the notice of the meeting, except when all members of the Authority shall be in attendance and then any matter may be taken up.

5. At all meetings of the Authority, the presence of three (3) members shall be necessary to constitute a quorum, and shall be sufficient for the transaction of business. When a quorum is present at any meeting, the vote of three (3) members shall be necessary for any action taken by the Authority on any question properly brought before such meeting.

Any number less than three (3) members of the Authority may adjourn a duly called meeting from time to time and the meeting may be held as adjourned without any further notice.

6. Voting on all questions at any meeting, annual, regular or special, shall be by voice vote except that any member may request a written ballot on any question and may request that his vote on any question or motion be recorded.

ARTICLE IV.
OFFICERS

1. The officers of the Authority shall be a Chairman, Vice Chairman, Secretary and Treasure'r, who shall be elected annually by the Authority at the annual meeting of the Authority, and shall hold office until their successors are elected and qualified. In case of any vacancy in any office, the Authority may fill the same at any regular or special meeting of the Authority for the unexpired term of any said office. The Chairman and Vice Chairman shall be members of the Authority, but the persons elected as Secretary or Treasurer of the Authority may or may not be members of the Authority.

2. "The Authority may also, from time to time, employ in its discretion, consulting engineers, attorneys, public relations experts, accountants, financial experts, managers, superintendents and such other agents and employees as the business of the Authority may require from time to time, and may fix their powers, duties, compensation and terms of office, and said agents and employees shall have such additional powers and duties as may be from time to time imposed upon them by the Authority. Any officer, agent or employee other than the Chairman or Vice Chairman may be removed by the action of three (3) members of the Authority taken at any regular or special meeting."

ARTICLE V.
CHAIRMAN

1. The Chairman shall be the chief executive officer of the Authority and shall have general supervision, direction and control over the affairs of the Authority, except as otherwise prescribed by the Authority. He shall also preside as Chairman at all meetings of the Authority and shall perform all other duties incident to his office.

ARTICLE VI.
VICE CHAIRMAN

1. The Vice Chairman shall possess all such powers and shall perform all such duties as may be assigned to his from time to time by the Authority, and shall, in the absence or incapacity of the Chairman, assume and perform all the powers and duties of the Chairman.

ARTICLE VII.
SECRETARY

1. The Secretary shall attend all metings of the Authority and act as Secretary thereof and record all v.otes and shall keep a record of the proceedings of the Authority in a minute book to be kept for that purpose! He shall cause notices to be given to all members of the Authority. He shall keep in safe custody the seal of the Authority and shall have power to affix such seal to all papers authorized to be executed by the Authority requiring such seal to be affixed. He shall have authority to cause copies to be made of all minutes and other records and documents of the Authority and to give certificates under the seal of the Authority to the effect that such copies are true copies, and all persons dealing with the Authority may rely upon such certificate.

ARTICLE VIII.
TREASURER

1. Except as may be provided by the term of any resolution or indenture adopted or executed by the Authority authorizing or securing the issuance of bonds of the Authority, the Treasurer shall have the care and custody of all funds of the Authority and shall' deposit the same in the name of the Authority in such bank or banks as the Authority may designate. Subject to the provisions of any such resolution or indenture authorizing or securing bonds, the right to sign all orders and checks for the payment of money shall rest in such officers and/or members as the Authority shall by resolution direct. The Treasurer shall keep regular books of account showing receipts and expenditures and shall render to members of the Authority monthly statements of the
receipts and expenditures of the Authority and the credit or debit balances in the various funds provided for in any trust indenture or indenture that the Authority may have executed and are in effect at the time.

ARTICLE IX.
BONDING OF OFFICERS

1. The Chairman, Vice Chairman and Treasurer shall furnish bond, at the expense of the Authority, for the faithful performance of their duties, in such amounts as may from time to time be determined by
the Authority.

ARTICLE X.
EXECUTION OF DOCUMENTS

1. Except as otherwise provided by the Authority, any contracts and instruments which impose liability upon the Authority, may be executed on behalf of the Authority by the Chairman, and may be attested, and the Authority's seal affixed thereto by the Secretary. The Authority may authorize the execution of any such contracts or
instruments by such other officers, agents and employees as may be selected by the Authority from time to time and with such limitations and restrictions as the Authority may prescribe.

2. All vouchers and receipts for payments made to the Authority shall be signed by the Treasurer or such other officer or agent of the Authority as may be'designated by the Authority from time to time for that purpose.

ARTICLE XI.
AMENDENTS

1. These By-Laws may be altered, amended or repealed by a vote of three (3) members of the Authority, with previous notice, at any annual, regular or special meeting of the Authority.

SECTION 2. This resolution shall take effect from and after its passage.

Special Session

Rules - Open Meeting Law

Post 48 hrs. in advance.

Chair has to cite law why he's closing meeting (42-46-5 A-2)

Vote to go into Executive Session.

Vote to come out.

Vote to maintain confidentiality of executive session.

Posting (under 42-46-6) Executive Session Personnel Matters.