(a)  There is hereby created a body politic and corporate and public instrumentality of the state having distinct legal existence from the state and not constituting a department of the state government, to be known as the Rhode Island clean water finance agency, and, effective September 1, 2015, and thereafter, to be known as the Rhode Island infrastructure bank. Effective September 1, 2015, whenever, in any general law, public law, rule, regulation, bylaw and/or otherwise, any reference is made to the Rhode Island clean water finance agency, by name or otherwise, the reference shall be deemed to refer to and mean the “Rhode Island infrastructure bank.” The agency shall take all necessary actions to effectuate this name change, including, but not limited to, changing the name of the agency on file with any government office. The exercise by the agency of the powers conferred by this chapter shall be deemed to be the performance of an essential public function.

(b)  Nothing in this act shall be construed to change or modify the corporate existence of the former Rhode Island clean water finance agency, or to change or modify any contracts or agreements of any kind by, for, or to which the Rhode Island clean water finance agency is a party thereto.

(c)  The powers of the agency shall be exercised by or under the supervision of a board of directors consisting of five (5) members, four of whom shall be members of the public appointed by the governor, with the advice and consent of the senate. The governor in making these appointments shall give due consideration to persons skilled and experienced in law, finance, and public administration and give further due consideration to a recommendation by the general treasurer for one of those appointments. All appointments made by the governor shall serve for a term of two (2) years. No one shall be eligible for appointment unless he or she is a resident of this state. The members of the board of directors as of the effective date of this act [July 15, 2005] who were appointed to the board of directors by members of the general assembly shall cease to be members of the board of directors on the effective date of this act. As of the effective date of this act, the general treasurer or his or her designee, who shall be a subordinate within the general treasurer’s department, shall serve on the board of directors as an ex-officio member. Those members of the board of directors as of the effective date of this act who were appointed to the board of directors by the governor shall continue to serve the balance of their current terms.

(d)  Each member of the board of directors shall serve until his or her successor is appointed and qualified. The appointed member of the board of directors shall be eligible for reappointment. Any member of the board of directors appointed to fill a vacancy of a public member on the board shall be appointed by the governor, with the advice and consent of the senate, for the unexpired term of the vacant position in the same manner as the member’s predecessor as set forth in subsection (c) of this section. The public members of the board of directors shall be removable by the governor, pursuant to § 36-1-7 and for cause only, and removal solely for partisan or personal reasons unrelated to capacity or fitness for the office shall be unlawful. The governor shall designate one member of the board of directors to be the chairperson of the agency to serve in such capacity during his or her term as a member. The board of directors may elect from among its members such other officers as they deem necessary. Three (3) members of the board of directors shall constitute a quorum. A majority vote of those present shall be required for action. No vacancy in the membership of the board of directors shall impair the right of a quorum to exercise the powers of the board of directors. The members of the board of directors shall serve without compensation, but each member shall be reimbursed for all reasonable expenses incurred in the performance of his or her duties.

(e)  Notwithstanding any other provision of general or special law to the contrary, any member of the board of directors, who is also an officer or employee of the state or of a local governmental unit or other public body, shall not thereby be precluded from voting for or acting on behalf of the agency, the state, or local governmental unit or other public body on any matter involving the agency, the state, or that local governmental unit or other public body, and any director, officer, employee, or agent of the agency shall not be precluded from acting for the agency on any particular matter solely because of any interest therein which is shared generally with a substantial segment of the public.

(f)  In addition to the board of directors, there is hereby created a green infrastructure strategic advisory council (the “advisory council”). The advisory council shall exist to advise the board of directors on advances related to green infrastructure, energy efficiency, and renewable energy and to make recommendations on potential opportunities for new programs and/or updates to existing programs. The advisory council shall consist of: the executive director of the Rhode Island Infrastructure Bank, or designee, the chairperson of the Rhode Island Infrastructure Bank board of directors, or designee, the secretary of commerce, or designee, the director of the department of environmental management, or designee, the commissioner of the office of energy resources, or designee, the director of the department of health, or designee, the director of the department of transportation, or designee and the executive director of Rhode Island housing, or designee. The chairperson of the Rhode Island Infrastructure Bank, or designee, shall serve as chairperson of the advisory council.