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RIHEAA By-Laws

AMENDED EFFECTIVE JULY 1, 2007

ARTICLE I - OFFICERS AND DUTIES

Section 1. Number. The officers of the Board shall consist of a Chairperson, a Vice Chairperson, a Secretary and a Treasurer, elected from among members of the Board annually in the month of July. Additionally, such other offices may from time to time be established with such powers as determined by the Board, and the persons named to such offices shall serve at the pleasure of the Board. All officers shall hold office until their respective successors are elected and qualified. Should a vacancy arise in any office prior to expiration of a term, the Board shall elect a successor.

Section 2. Chairperson. The Chairperson shall preside at meetings of the Board, exercise the powers and perform the duties set forth in these bylaws and such other duties as usually devolve upon the presiding officer of a deliberative body.

Section 3. Vice Chairperson. In the absence of the Chairperson, the Vice Chairperson shall perform the duties of the Chairperson. In the absence of both the Chairperson and Vice Chairperson, a chairperson pro tempore shall be elected from among members of the Board.

Section 4. Secretary. The minutes of all meetings of the Board shall be made and maintained under the direction and supervision of the Secretary.

Section 5. Treasurer. The Treasurer shall be responsible for all financial reports and records and other financial documents issued in the name of the Board.

ARTICLE II - MEETINGS

Section 1. Quorum. Five (5) members of the Board shall constitute a quorum, but less than a quorum may adjourn any meeting.

Section 2. Time and Place of Regular Meetings. Regular meetings shall be held at least once in each quarter of each calendar year at the call of the Chairperson, at the time and place specified in the notice of the meeting.

Section 3. Special Meetings. Special meeting of the Board may be called by the Chairperson and shall be called by the Chairperson upon the written request of three (3) members of the Board, such a meeting to be held within seven calendar days after the receipt of such request.

Section 4. Notice. In addition to providing notice of meetings as required by law, written notice of regular meeting and the agenda therefor, or in lieu of an agenda, a written statement of the substance of the business to be transacted, shall be sent to each member of the Board by mail, facsimile, or electronically, at least seventy two (72) hours prior to the date of the meeting.

Notice of special meetings shall specify the date and place where such meeting is to be held and the substance of the business to be transacted at such meeting, and shall be given by written notice sent by mail, facsimile, or electronically, to each member not less than forty eight (48) hours prior to such meeting. No special meting shall be held without such notice, unless waived as hereinafter provided, nor shall any business be transacted at any special meeting except that specified in such notice.

Section 5. Waiver of Notice. Any member may waive notice of any regular or special meeting by instrument in writing signed by him or her prior to or after such meeting and the presence of a member at a meeting shall in any event constitute a waiver of notice as to that member.

Section 6. Agenda of Regular Meetings. The preparation of the agenda for each regular meeting of the Board shall be the joint responsibility of the Chairperson and the Executive Director, provided, however, that any item required by any three (3) members of the Board in writing delivered to the Executive Director or the Chairperson not less than seven (7) days prior to the date of a meeting shall be placed upon the agenda of such meeting.

Section 8. Conduct of Meeting. The majority of members present shall be required for the adoption of any resolution. The presiding officer shall have the right, as other members present, to offer resolutions, discuss questions, and to vote. The Chairperson shall declare all votes. A roll call shall be taken upon the demand of any member present. On questions of election of officers, a vote by secret ballot shall be taken upon the demand of a majority of the members present. Any member desiring to speak shall address the Chair, and after his or her right to speak has been recognized, he or she shall confine his or her remarks to the question under debate.

Section 9. Meetings to be Open. All meetings of the Board shall be open to the public; provided that executive sessions may be held as provided by law.

Section 11. Minutes of Meetings. Minutes of open meetings shall be deemed public records. Minutes of executive sessions shall be confidential, but final action taken in executive sessions shall be reported by the Chairperson either in a return to the regular meeting or no later than the next regular meeting of the Board, and shall be recorded as part of the minutes of such open meeting.

Section 12. Press and Public Relations. The Board's agenda and supporting documents shall be made available for review by interested persons prior to the meeting at the Board's offices or some other location designated by the Board. The Chairperson shall be the chief spokesperson for the Board and the members shall, to the extent possible and consistent with the proper discharge of their individual responsibilities, refer all inquiries which concern interpretation of Board action and policy to the Chairperson or the Executive Director.

ARTICLE III - INDEMNIFICATION

Section 1. Each person who at any time is threatened to be or is made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Board of Directors) by reason of the fact that he or she is, or was, a member of the Board of Directors or an officer, employee, or agent of the Board, or is or has served at the request of the Board as a director, officer, employee, or agent of another enterprise of any type, shall be indemnified against expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, in accordance with and to the extent permitted under Section 7-1.1-4.1 of the General Laws of Rhode Island, as amended.

Section 2. Notice. This indemnification shall be conditioned on due written notice of any such claims being given to the Board which shall be entitled to be represented at all hearings, proceedings, and negotiations relative to such claims.

ARTICLE IV - SEAL

The seal of the Rhode Island Higher Education Assistance Authority shall be in the form of a circle, around the margin of which shall be inscribed the words Rhode Island Higher Education Assistance Authority. The center of the circle shall picture an anchor, symbolizing Rhode Island, on the stock of which shall be inscribed the motto "Hope" as in the state seal. The anchor shall be flanked left by an open book and right by a burning torch symbolizing knowledge. Above all shall be a banner with the motto "Quaerite - Veritatem" which is translated to mean "To search for truth".

ARTICLE V - PARLIAMENTARY PROCEEDINGS

Roberts Rules of Order shall govern all parliamentary matters not covered by the laws of the State of Rhode Island and these bylaws.

ARTICLE VI - COMMITTEES OF THE BOARD

The Board may designate from among its members an executive committee and one or more other committees each of which, and to the extent authorized by the Board, shall have and may exercise all the authority of the Board, but no committee shall have the authority of the Board in reference to the disposition of all or substantially all the property and assets of the Authority or amending these bylaws.

ARTICLE VII - CONTRACTS, CHECKS AND INVESTMENTS

The Board may authorize any officer or officers or employees or agents of the Authority to execute and deliver any contract or execute and deliver any instrument in the name of and on behalf of the Authority, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money issued in the name of the Authority shall be signed by any officer or officers or employee(s) or agents of the Authority in such manner as shall be determined from time to time by resolution of the Board, which may be general in nature or confined to specific instances. All funds of the Authority shall be invested from time to time to the credit of the Authority as the Board, or a duly authorized committee of the Board, shall determine.

ARTICLE VIII - AMENDMENT TO BYLAWS

Section 1. These bylaws may be amended, suspended or altered at any time without notice, by unanimous vote of all members of the Board.

Section 2. These bylaws may also be amended, suspended or altered by vote of a majority of the members taken at any regular or special meeting, provided that written notice of the substance of the proposed change has been mailed to the members of the Board at least three (3) weeks prior to such meeting.

Section 3. Those parts of these bylaws which are in the nature of the rules of order may be suspended by a two-thirds (2/3) vote of those present.

 

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