(a) There is created and established a body politic and corporate with such duties and powers as are set forth in this chapter, to be known as the "Vermont Housing Finance Agency" to carry out the provisions of this chapter. The Agency is constituted a public instrumentality exercising public and essential governmental functions, and the exercise by the Agency of the powers conferred by this chapter shall be deemed and held to be the performance of an essential governmental function of the State.

(b) The Agency shall consist of nine commissioners, including ex officio the Commissioner of Financial Regulation, the State Treasurer, the Secretary of Commerce and Community Development, the Executive Director of the Vermont Housing and Conservation Board or their designees, and five commissioners, who shall be residents of the State, and who shall in the opinion of the Governor with consideration of statewide geographic representation be knowledgeable in housing, finance, and financial planning or other related areas, to be appointed by the Governor with the advice and consent of the Senate for terms of four years. Any vacancies in the membership of the Agency shall be filled in like manner but only for the remainder of an unexpired term. Each commissioner shall hold office for the term of his or her appointment and until his or her successor is appointed and qualified. A commissioner appointed by the Governor may be removed from office by the Governor for misfeasance, malfeasance, or willful neglect of duty or other cause after notice and public hearing unless such notice or hearing is expressly waived in writing.

(c) The Governor shall designate annually a chair of the Agency from among the commissioners. The commissioners shall elect from among their number a vice chair annually and such other officers as they may determine. Meetings shall be held at the call of the Chair or whenever two commissioners so request. Five commissioners of the Agency shall constitute a quorum, and any action taken by the Agency under the provisions of this chapter may be authorized by resolution approved by a majority but not less than four of the commissioners present at any regular or special meeting. Resolutions of the Agency shall be made available to the public. No vacancy in the membership of the Agency shall impair the right of a quorum to exercise all the rights and perform all the duties of the Agency.

(d) Commissioners other than ex officio members shall receive compensation authorized under 32 V.S.A. § 1010 for each day spent in the performance of their duties and each such commissioner shall be reimbursed from the funds of the Agency for his or her reasonable expenses incurred in carrying out his or her duties under this chapter.

(e) Notwithstanding the provisions of any other law, no officer or employee of this State shall be deemed to have forfeited or shall forfeit his or her office or employment by reason of his or her acceptance of membership of the Agency or his or her service thereto.

(f) The commissioners shall employ an executive director of the Agency. The Executive Director shall be the Secretary of the Agency and shall administer, manage, and direct the affairs and business of the Agency, subject to the policies, control, and direction of the commissioners. The commissioners may employ technical experts and such other officers, agents and employees and fix their qualifications, duties and compensation.

(g) The Secretary shall keep a record of the proceedings of the Agency and shall be custodian of all books, documents, and papers filed with the Agency and of its minute book and seal. The Secretary shall have authority to cause to be made copies of all minutes and other records and documents of the Agency and to give certificates under the seal of the Agency to the effect that the copies are true copies and all persons dealing with the Agency may rely upon those certificates.

(h) Before entering into his or her duties, each commissioner of the Agency shall take and subscribe an oath to perform the duties of his or her office faithfully, impartially, and justly to the best of his or her ability. A record of the oath shall be filed in the Office of the Secretary of State.

(i) Notwithstanding any other law to the contrary it shall not be or constitute a conflict of interest for a trustee, director, officer, or employee of any financial institution, savings institution, investment banking firm, brokerage firm, commercial bank or trust company, architecture firm, insurance company, or any other firm, person, or corporation to serve as a member of the Agency, provided the trustee, director, officer, or employee abstains from deliberation, action and vote by the Agency in each instance where the business affiliation of any such trustee, director, officer, or employee is involved.

(j) The Agency and its existence shall continue so long as it shall have notes, bonds, or other obligations, or any indebtedness outstanding, including notes, bonds, or other obligations or any such indebtedness hereafter issued or incurred, and until its existence is terminated by law. The net earnings of the Agency, beyond that necessary for retirement of its notes, bonds, or other obligations or any such indebtedness or to implement the public purposes and programs authorized in this chapter, shall not inure to the benefit of any person other than the State. Upon termination of the existence of the Agency, title to all of the property owned by the Agency, including any net earnings of the Agency, shall vest in the State. The State reserves the right at any time to alter, amend, repeal, or otherwise change the structure, organization, programs, or activities of the Agency, including the power to terminate the Agency, except that no law shall impair the obligation of any contract or contracts entered into by the Agency to the extent the law would contravene the Constitution of the State or the Constitution of the United States of America.

(k) Notwithstanding any general or special law to the contrary, the provisions of 8 V.S.A. chapters 73 and 83 shall not apply to the Agency or to any loan heretofore or hereafter made or serviced by the Agency in accordance with this title. (Added 1973, No. 260 (Adj. Sess.), § 3, eff. April 11, 1974; amended 1975, No. 176 (Adj. Sess.), § 3, eff. March 26, 1976; 1987, No. 203 (Adj. Sess.), § 19, eff. May 27, 1988; 1989, No. 225 (Adj. Sess.), § 25; 1995, No. 180 (Adj. Sess.), § 38; 1995, No. 190 (Adj. Sess.), § 1(b); 2005, No. 75, § 18; 2009, No. 96 (Adj. Sess.), § 2; 2011, No. 78 (Adj. Sess.), § 2, eff. April 2, 2012.)