Section 195-D:4 - New Hampshire Health and Education Facilities Authority Constituted Public Body Corporate and Agency of the StateI. The New Hampshire Health and Education Facilities Authority is created as a corporation and is constituted and established as a public body corporate and agency of the state for the exercising of the powers conferred on the corporation by this chapter.II. All of the powers of the corporation are vested in a board of directors of 7 members who shall be appointed by the governor and council. The terms of 2 of the members shall expire on June 30, 1970; the terms of 2 members shall expire on June 30, 1971; and the terms of 3 members shall expire respectively on June 30, 1972, June 30, 1973 and June 30, 1974. Successors to those members of the board of directors whose terms expire each year shall be appointed by the governor and council prior to June 1 in each year, for terms of 5 years each. If a vacancy occurs in the membership of the board of directors, the governor and council shall appoint a successor for the unexpired term. Any member of the board of directors shall be eligible for re-appointment.III. Each member of the board of directors, before entering upon his duties, shall take an oath to administer the duties of his office faithfully and impartially, and such oath shall be filed in the office of the secretary of state.IV. The board of directors shall elect one of its members as chairperson, another as vice chairperson, and shall also elect a secretary, who need not be a member of the board. Four members of the board of directors constitute a quorum, and the vote of a majority of the members constituting a quorum present and voting is necessary for any action taken by the corporation. A vacancy in the membership of the board of directors of the corporation does not impair the right of a quorum to exercise all the powers and perform the duties of the corporation. Notwithstanding RSA 91-A or any other law to the contrary, members of the board shall be permitted to participate in meetings by telephone, provided that any board member so participating shall be able to be heard and to hear every other board member participating in the meeting, and unless the board is meeting in nonpublic session pursuant to RSA 91-A:3, shall be able to hear and be heard by all members of the public attending the meeting, and that the meeting is held at a physical location available to the public and identified in the notice of the meeting, and that at least 2 members of the authority are physically present at the meeting. Voting members of the board participating by telephone shall be treated as present at the meeting for all purposes, including the establishment of quorum.V. 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 and need not be published or posted. However, any action taken that directly affects any institution by name is not effective as to that institution until notice of the action has been delivered to the institution, by mail or otherwise.VI. The members of the board of directors and the officers of the corporation shall not receive any compensation for the performance of their duties under this chapter, but each such member or officer shall be paid his necessary expenses incurred while in the performance of such duties. These expenses, as well as any expenses incurred by the corporation as a result of indemnifying or holding harmless its directors, officers, and employees, are part of the expenses authorized by RSA 195-D:5, to be a charge as an administration cost.1969, 318:1. 1970, 16:7-10. 1994, 86:1. 1999, 253:11, 12, eff. July 9, 1999.