{"data":{"id":"us-ri/r.i.-gen.-laws-27-19.2-4","jurisdiction":"us-ri","citation":"R.I. Gen. Laws § 27-19.2-4","heading":"Board of directors — Duties and functions of board of directors.","body":"(a) The board of a nonprofit hospital and/or medical service corporation and its individual members are fiduciaries and shall act at all times:\n(1) In utmost good faith;\n(2) In a manner reasonably believed to be in the best interest of fulfilling the corporation’s mission or the mission of affiliates or subsidiaries;\n(3) In a manner reflecting undivided loyalty to the furtherance of the corporation’s charitable mission;\n(4) At the highest standard of fiduciary care and prudence;\n(5) In accordance with a conflict of interest policy adopted by the board of directors that will be consistent with guidelines recommended and published by the U.S. Internal Revenue Service for nonprofit entities; and\n(6) Physicians who receive compensation from the nonprofit hospital and/or medical service corporation, for services rendered in their professional capacity, directly or indirectly, may serve on board committees that address compensation matters; provided, however, that no such physician member may participate in a vote or deliberate on matters relating to physician compensation.\n(b) The proper and principal functions of the board shall include:\n(1) Ensuring that the corporation effectively carries out the charitable mission for which it was incorporated under § 27-19-2;\n(2) Selecting corporate management and evaluating its performance in light of the corporation’s charitable purpose;\n(3) Recognizing that in the event of a conversion as defined in § 27-66-4, the reserves and assets with which they are entrusted are charitable assets, and treating them with according stewardship;\n(4) Establishing a system of board governance including an annual evaluation of board performance measured against the charitable purpose of the corporation; and\n(5) Holding an annual public meeting with proper notice open to providers and subscribers at which comments shall be heard from the floor.","path":["Title 27 Insurance","Chapter 19.2 Nonprofit Hospital and Medical Service Corporations"],"source_url":"https://webserver.rilegislature.gov/Statutes/TITLE27/27-19.2/27-19.2-4.htm","current_through":"site files published 2025-08-13","vintage":"","retrieved_at":"2026-09-05T19:57:33Z","sha256":"4d75ef77ae5a119e4f41a591bc0988044140e4041769499f924bed3cfcc49808","source_id":"us-ri","stale":true,"prev":"us-ri/r.i.-gen.-laws-27-19.2-3","next":"us-ri/r.i.-gen.-laws-27-19.2-5"},"notice":"GroundRules: Original legal text. Not legal advice."}