R.I. Gen. Laws § 7-16-72 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-72
§ 7-16-72. Severability.
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application. To this end, the provisions of this chapter are severable.
R.I. Gen. Laws § 7-6-95 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-95
§ 7-6-95. Penalties imposed upon directors and officers.
Status: in_force

Each director and officer of a domestic or foreign corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to the director or officer by the secretary of state in accordance with the provisions of this chapter, or who signs any articles, statement, report, application, or other document filed with the secretary of state that is known to the director or officer to be false in any material respect, is guilty of a misdemeanor, and upon conviction may be fined in any amount not exceeding five hundred dollars ($500).
R.I. Gen. Laws § 7-12-6 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-6
§ 7-12-6. Payment by partner in excess of his or her proportion.
Status: in_force

In case an amount exceeding his or her proportion is actually paid, it is taken and considered as payment of the amount of debt actually paid.
R.I. Gen. Laws § 7-9-6 — RI Code / Title 7 / Chapter 7-9 / Section 7-9-6
§ 7-9-6. Premiums for bonds payable to state.
Status: in_force

Whenever, by the laws of this state, any officer is required to give bond to the state, the bond shall be taken by the general treasurer, in the name of the state, from a company authorized to do business in the state, at the states expense; and the state controller shall draw his or her order for the payment of the cost of the bond out of any money in the treasury not otherwise appropriated, upon the receipt of vouchers for it approved by the general treasurer.
R.I. Gen. Laws § 7-6-99 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-99
§ 7-6-99. Appeal from secretary of state.
Status: in_force

(a) If the secretary of state fails to approve the articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this chapter to be approved by the secretary of state before the document is filed in the secretary of states office, the secretary of state shall, within ten (10) days after the delivery of the document to him or her, give written notice of his or her disapproval to the domestic or foreign person or corporation delivering the document, specifying the reasons for the disapproval. From the disapproval, or from the revocation of a certificate of incorporation pursuant to the provisions of this chapter, the person or corporation may appeal to the superior court of the county in which the registered office of the corporation is, or is proposed to be, situated by filing with the clerk of the court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval by the secretary of state; at which time the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the court deems proper.

(b) If the secretary of state revokes the certificate of authority to conduct affairs in this state of any foreign corporation, pursuant to the provisions of this chapter, the foreign corporation may similarly appeal to the superior court of the county where the registered office of the corporation in this state is situated, by filing with the clerk of the court a petition setting forth a copy of its certificate of authority to conduct affairs in this state and a copy of the notice of revocation given by the secretary of state; at which time the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the court deems proper.

(c) Appeals from all final orders and judgments entered by the superior court under this section in review of any ruling or decision of the secretary of state may be taken as in other civil actions.
R.I. Gen. Laws § 7-1-21 — RI Code / Title 7 / Chapter 7-1 / Section 7-1-21
§ 7-1-21. Agreements as to disposition of stock or insurance on death of stockholder.
Status: in_force

(a) No agreement in writing, between or among two (2) or more stockholders in a corporation, or between or among a corporation and one or more of its stockholders, whether in either case the agreement is made by all or less than all of the stockholders of the corporation, either previously or subsequently entered into, is deemed testamentary in character, or for that reason invalid or unenforceable, because the agreement contains a provision or provisions: (1) Regulating, in the event of the death of any stockholders, the transfer, distribution, or other disposition of all or any portion of the stock of the deceased stockholder to his or her estate or to the corporation or to or among the other stockholder or stockholders of the corporation or its, his, her, or their assignees, transferees, or successors; or (2) Regulating the destination, distribution, or other disposition of the proceeds of any policy, or policies, of insurance upon the life of any stockholder.

(b) This section is not construed to affect the rights of the heirs, next of kin, legatees, devisees, or creditors of a stockholder who has deceased prior to May 6, 1957.
R.I. Gen. Laws § 7-7-20 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-20
§ 7-7-20. Application of general corporation law.
Status: in_force

The provisions of the general corporation law of this state, and all powers and rights under that law, apply to the associations organized under this chapter, except where the provisions are in conflict with, or inconsistent with, the express provisions of this chapter.
R.I. Gen. Laws § 7-16-64 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-64
§ 7-16-64. Merger or consolidation with foreign entity.
Status: in_force

(a) Any merger or consolidation that includes a foreign limited liability company, foreign corporation or foreign limited partnership as a constituent entity is subject to the additional requirements that the merger or consolidation is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger or consolidation.

(b) If the surviving entity or the new entity is to be governed by the laws of any jurisdiction other than this state, then the articles of merger or consolidation required by § 7-16-62 shall also set forth:

(1) The agreement of the surviving entity or the new entity that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state, as well as for enforcement of any obligation of the surviving entity or the new entity arising from the merger or consolidation; and

(2) The irrevocable appointment of the secretary of state as an agent for service of process in the proceeding, and the surviving entity or the new entity shall specify the address to which a copy of the process shall be mailed to it by the secretary of state.

(c) The effect of the merger or consolidation in which the surviving entity or the new entity is to be governed by the laws of any jurisdiction other than this state, shall be the same as provided in § 7-16-63, except insofar as the laws of the other jurisdiction provide otherwise.
R.I. Gen. Laws § 7-9-4 — RI Code / Title 7 / Chapter 7-9 / Section 7-9-4
§ 7-9-4. Purpose of provisions.
Status: in_force

It is declared to be the true intent and meaning of §§ 7-9-1  7-9-7 to enable any company, incorporated and authorized to do business under the laws of this state, to the extent of its corporate powers, to become guarantor in this state, or to become surety upon any bond, undertaking, or other obligation, or to enter into any recognizance or other obligation of record, in any way, to the same extent, with the same rights, and under the same liabilities as any natural person.
R.I. Gen. Laws § 7-6-94 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-94
§ 7-6-94. Penalties imposed upon corporation.
Status: in_force

(a) Each domestic or foreign corporation that fails or refuses to file its annual report for any year within the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) for each year to be assessed by the secretary of state.

(b) Each domestic or foreign corporation that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon conviction may be fined in any amount not exceeding five hundred dollars ($500).
R.I. Gen. Laws § 7-8-32 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-32
§ 7-8-32. Acceptance of chapter by cooperatives formed under other law.
Status: in_force

Any corporation incorporated under another law of this state and operating on a cooperative basis may elect, by a vote of a majority of its members voting, to secure the benefits of and be bound by this chapter, and shall subsequently amend any of its articles of association and bylaws that are not in conformity with this chapter. A certified copy of the amended articles of association shall be filed with the secretary of state, and a certified copy of the above vote and a fee of five dollars ($5.00) paid to the secretary of state. Upon the filing and the payment of the fee, the corporation is subsequently, in all respects, governed by the provisions of this chapter.
R.I. Gen. Laws § 7-8-14 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-14
§ 7-8-14. Mail voting included in statutory provisions.
Status: in_force

If an association has provided for voting by mail, or by delegates, any provision of this chapter referring to votes cast by members is construed to include votes cast by mail, or by delegates, but this does not permit delegates to vote by mail.
R.I. Gen. Laws § 7-6-73 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-73
§ 7-6-73. Change of name by foreign corporation.
Status: in_force

Whenever a foreign corporation that is authorized to conduct affairs in this state changes its name to one under which a certificate of authority would not be granted to it on application for a certificate, the certificate of authority of the corporation shall be suspended and it shall not thereafter conduct any affairs in this state until it has changed its name to a name that is available to it under the laws of this state.
R.I. Gen. Laws § 7-8-16 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-16
§ 7-8-16. Restriction on dividends.
Status: in_force

The return upon capital shall not exceed six percent (6%) per year upon the paid up capital and is noncumulative.
R.I. Gen. Laws § 7-6-15 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-15
§ 7-6-15. Members.
Status: in_force

A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes; the manner of election or appointment; and the qualifications and rights of the members of each class shall be stated in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be stated in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership. The directors, officers, employees, and members of the corporation are not liable on its obligations.
R.I. Gen. Laws § 7-16-16 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-16
§ 7-16-16. Election and removal of managers.
Status: in_force

Unless otherwise provided in the articles of organization or operating agreement:

(1) Election of managers to fill initial positions or vacancies shall be by majority vote of the members.

(2) Any or all managers may be removed, with or without cause, by majority vote of the members.
R.I. Gen. Laws § 7-6-3 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-3
§ 7-6-3. Corporations to which this chapter applies.
Status: repealed

(a) The provisions of this chapter relating to domestic corporations apply to:

(1) All corporations organized under these provisions;

(2) All corporations previously organized under any act hereby or previously repealed for a purpose or purposes for which a corporation might be organized under this chapter; and

(3) All corporations previously or subsequently created by any special act of the general assembly for a purpose or purposes for which a corporation might be organized under this chapter, except insofar as the provisions of this chapter are inconsistent with the provisions of any special act.

(b) The provisions of this chapter relating to the amendment of articles of incorporation of domestic corporations apply to all corporations previously or subsequently created by special act of the general assembly whose charters are subject to amendment, repeal, or modification at the pleasure of the general assembly.

(c) The provisions of this chapter notwithstanding, incorporation authorized by an act entitled An Act to Incorporate the Bishop and Vicar General of the Diocese of Hartford, Together with the Pastor and Two Laymen of any Roman Catholic Church or Congregation in Rhode Island passed at the January session, 1869, and any acts in amendment of it or in addition to it may be continued to be made under it and nothing in this chapter or in the general corporation law contained is to be construed as repealing the acts.
R.I. Gen. Laws § 7-6-33 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-33
§ 7-6-33. Incorporators.
Status: in_force

(a) One or more persons may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the secretary of state.

(b) Until the corporation has duly qualified members, or if it is intended that the corporation will have no members, until the first meeting of its board of directors, the incorporator or incorporators, at any meeting or meetings that may be held for the purposes provided for in this section, shall manage the affairs of the corporation and for that purpose will have the powers otherwise vested by this chapter in the board of directors or members.

(c) The incorporator or incorporators calling a meeting under this section shall give at least three (3) days notice of the meeting by mail to each incorporator, which notice shall state the time and place of the meeting.
R.I. Gen. Laws § 7-16-58 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-58
§ 7-16-58. Expenses in derivative action.
Status: in_force

(a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including legal fees, and shall direct him or her to remit to the limited liability company the remainder of those proceeds received by him or her.

(b) In any action subsequently instituted on behalf of any limited liability company by a member or members of the company, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff or plaintiffs to pay to the parties named as defendants the reasonable expenses, including legal fees, incurred by them in the defense of the action.
R.I. Gen. Laws § 7-15-7 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-7
§ 7-15-7. Investigative demands.
Status: in_force

(a) Issuance. Whenever the attorney general has reasonable cause to believe that any person or enterprise has knowledge or is in possession, custody, or control of any documentary material pertinent to an investigation of a possible violation of this chapter, he or she may, prior to and/or following the institution of a civil or criminal proceeding on the violation, issue in writing and cause to be served upon the person or enterprise a civil investigatory demand by which he or she may:

(1) Compel the attendance of the person and require him or her to submit to examination and give testimony under oath; and/or

(2) Require the production of documentary material pertinent to the investigation for inspection and/or copying; and/or

(3) Require answers under oath to written interrogatories.

(b) Power to issue. The power to issue investigative demands does not abate or terminate by reason of the bringing of any action or proceeding under this chapter. The attorney general may issue successive investigatory demands to the same person in order to obtain additional information pertinent to an ongoing investigation.

(c) Confidentiality. In the event the attorney general initiates a civil investigatory demand prior to a criminal indictment for violation of this chapter, then the commencement, contents, and results of the civil investigatory demand is held in the strictest confidence by the attorney general and shall remain so until the time that a civil action is commenced, indictment for violation of this chapter returned, or removal of the confidentiality is ordered by a justice of the superior court.

(d) Contents of investigative demand. Each investigatory demand shall:

(1) State the nature of the conduct constituting the alleged racketeering violation of this chapter that is under investigation and the provisions of law applicable to the conduct;

(2) Prescribe a reasonable return date no less than twenty (20) days from the date of the investigative demand, provided that an earlier date may be prescribed under compelling circumstances;

(3) Specify the time and place at which the person is to appear and give testimony, produce documentary material, and furnish answers to interrogatories, or do any or a combination of the above;

(4) Identify the custodian to whom any documentary material is to be made available;

(5) Describe by class any documentary material to be produced with such definiteness and certainty as to permit the material to be fairly identified;

(6) Contain any interrogatories to which written answers under oath are required; and

(7) Advise in writing the person upon whom the demand is served that the material or statements may constitute a basis for prosecution against the person.

(e) Prohibition against unreasonable demand. No investigatory demand shall:

(1) Contain any requirement that would be unreasonable or improper if contained in a subpoena or a subpoena duces tecum issued by a court of this state; or

(2) Require the disclosure of any material that would be privileged from disclosure if demanded by a subpoena or a subpoena duces tecum issued by a court of this state.

(f) Service of investigative demand. (1) An investigative demand may be served by: (i) Delivering an executed copy to the person to be served, or if the person is not a natural person, to any partner, executive officer, managing agent, general agent, or to any agent of the person authorized by appointment or by law to receive service of process on behalf of the person; (ii) Delivering an executed copy to the principal office or place of business of the person to be served; or (iii) Mailing by certified mail, return receipt requested, an executed copy addressed to the person to be served, or if the person is not a natural person, addressed to its principal office or place of business in this state, or if it has none in this state, to its principal office or place of business. (2) A verified return by the individual serving any demand or petition setting forth the manner of service is prima facie proof of service. In the case of service by certified mail, the return shall be accompanied by the return post office receipt of delivery of the demand.

(g) Authorization to examine. The examination of all persons pursuant to this section shall be conducted by the attorney general or a representative designated in writing by him or her, before an officer authorized to administer oaths in this state. The statements made shall be taken down stenographically or by a sound recording device and shall be transcribed.

(h) Rights of persons served with investigative demands. Any person required to attend and give testimony or to submit documentary material pursuant to this section is entitled to retain, or, on payment of lawfully prescribed cost, to procure, a copy of any document he or she produces and of his or her own statements as transcribed. Any person compelled to appear under a demand for oral testimony pursuant to this section may be accompanied, represented, and advised by counsel. Counsel may advise the person in confidence, either upon the request of the person or upon counsels own initiative, with respect to any question asked of the person. The person or counsel may object on the record to any question, in whole or in part, and shall briefly state for the record the reason for the objection. An objection may properly be made, received, and entered upon the record when it is claimed that the person is entitled to refuse to answer the question on grounds of any constitutional or other legal right or privilege, including the privilege against self incrimination. The person shall not otherwise object to or refuse to answer any question, and shall not by him or herself or through counsel interrupt the oral examination. If the person refuses to answer any question, the attorney general may petition the superior court for an order compelling the person to answer the question. The information and materials supplied to the attorney general pursuant to an investigative demand are not permitted to become public or be disclosed by the attorney general or his or her employees beyond the extent necessary for legitimate law enforcement purposes pursuant to this chapter.

(i) Witness expenses. All persons served with an investigative demand, other than those persons whose conduct or practices are being investigated or any officer, director, or person in the employment of the person under investigation, are paid the same fees and mileage as paid witnesses in the courts of this state. No person is excused from attending the inquiry pursuant to the mandate of an investigative demand or from giving testimony, or from producing documentary material or from being required to answer questions on the ground of failure to tender or pay a witness fee or mileage, unless demand for the witness fee or mileage is made at the time testimony is about to be taken and unless payment of the witness fee or mileage is not made.

(j) Custody of documents. (1) The attorney general shall designate, from within the department of attorney general, an investigator to serve as racketeer document custodian and any racketeering investigators that he or she determines are necessary to serve as deputies to that officer. (2) Any person on whom any demand issued under this section has been served shall make the material available for inspection and copying or reproduction to the custodian designated in the demand at the principal place of business of the person, or at any other place that the custodian and the person subsequently agree and prescribe in writing or as the court may direct, pursuant to this section on the return date specified in the demand, or on any later date that the custodian may prescribe in writing. The person may, upon written agreement between the person and the custodian, substitute copies of all or any part of the material for originals of the materials. (3) The custodian to whom any documentary material is delivered shall take physical possession of it, and is responsible for its use and for its return pursuant to this chapter. The custodian may cause the preparation of any copies of the documentary material that are required for official use under regulations that are promulgated by the attorney general. While in the possession of the custodian, no material produced shall be available for examination, without the consent of the person who produced the material, other than for legitimate law enforcement purposes pursuant to this chapter. Under any reasonable terms and conditions that the attorney general prescribes, documentary material while in the possession of the custodian shall be available for examination by the person who produced the material or any authorized representatives of the person. (4) Whenever any attorney has been designated to appear on behalf of the state before any court or grand jury in any case or proceeding involving any alleged violation of this chapter, the custodian may deliver to the attorney any documentary material in the possession of the custodian that the attorney determines to be required for use in the presentation of the case or proceeding on behalf of the state. Upon the conclusion of any case or proceeding, the attorney shall return to the custodian any documentary material withdrawn that has not passed into the control of the court or grand jury through its introduction into the record of the case or proceeding. (5) Upon the completion of the investigation for which any documentary material was produced under this chapter, and any case or proceeding arising from the investigation, the custodian shall return to the person who produced the material all the material, other than copies of it made by the custodian pursuant to this section, that has not passed into the control of any court or grand jury through its introduction into the record of the case or proceeding. (6)(i) When any documentary material has been produced by any person under this chapter, and no case or proceeding arising from it has been instituted within a reasonable time after completion of the examination and analysis of all evidence assembled in the course of the investigation, the person is entitled, upon written demand made upon the custodian, to the return of all documentary material. Provided, that no documentary material shall be tendered, delivered, or made available to any other state, federal, or municipal agency. (ii) Anyone who knowingly and willfully violates the provision of this subdivision shall, in addition to any civil liability, be punished by a fine of not more than five hundred dollars ($500) and/or imprisonment for no longer than one year. (7) In the event of the death, disability, or separation from service of the custodian of any documentary material produced under any demand issued under this chapter or the official relief of the custodian from responsibility for the custody and control of the material, the attorney general shall promptly designate another racketeering investigator to serve as custodian of the documentary material, and transmit notice in writing to the person who or that produced the material as to the identity and address of the designated successor. Any designated successor has all duties and responsibilities as to the materials imposed by this chapter on his or her predecessor in office as to them, except that he or she is not responsible for any default or dereliction that occurred before his or her designation as custodian.

(k) Enforcement of investigative demands for production. Whenever any person fails to comply with any civil investigative demand served upon him or her under this chapter requiring the production of documentary material, or whenever satisfactory copying or reproduction of that material cannot be done, and the person refuses to surrender the material, the attorney general may file in the superior court and serve upon the person a petition for an order of the court for the enforcement of the demand.

(l) Refusal of persons served to testify or produce documents. Whenever any natural person neglects or refuses to attend and give testimony or to answer any lawful inquiry or to produce documentary material if in his or her power to do so in obedience to an investigative demand served upon him or her under this chapter, he or she may be adjudged in civil contempt by the superior court until any time that he or she purges him or herself of contempt by testifying, producing documentary material, or presenting written answers as ordered. Any natural person who commits perjury or false swearing in response to an investigative demand pursuant to this section is punishable pursuant to the provisions of chapter 33 of title 11.

(m) Motion to quash. Within twenty (20) days after the service of an investigatory demand upon any person, or at any time before the return date specified in the demand, whichever period is shorter, the person served may file in the superior court and serve upon the custodian a petition for an order of the court modifying or setting aside the demand. The time allowed for compliance with the demand in whole or in part as deemed proper and ordered by the court shall not run during the pendency of the petition in the court. The petition shall specify each ground upon which the petitioner relies in seeking relief, and may be based on any failure of the demand to comply with the provisions of this chapter or on any constitutional or other legal right or privilege of the person.

(n) Right of persons producing documents. At any time during which any custodian is in custody or control of any documentary material delivered by any person in compliance with an investigatory demand, the person may file in the superior court and serve upon the custodian a petition for an order of the court requiring the performance by the custodian of any duty imposed upon him or her by this chapter.

(o) Duty to testify. (1) If, in any investigation brought by the attorney general pursuant to this section, any individual refuses to attend or to give testimony or to produce documentary material or to answer a written interrogatory in obedience to an investigative demand or under order of court on the ground that the testimony or material required of him or her may tend to incriminate him, that person may be ordered to attend and to give testimony or to produce documentary material or to answer the written interrogatory, or to do an applicable combination of these. The above order is an order of court given after a hearing in which the attorney general has established a need for the grant of immunity, as subsequently provided. (2) The attorney general may petition the presiding justice of the superior court for an order as described in subdivision (1) of this subsection. The petition shall set forth the nature of the investigation and the need for the immunization of the witness. (3) Compelled testimony shall not be used against the witness as evidence in any criminal proceedings against him or her in any court. However, the grant of immunity does not immunize the witness from civil liability arising from the transactions about which testimony is given, and he or she may nevertheless be prosecuted or subjected to penalty or forfeiture for any perjury, false swearing, or contempt committed in answering or in failing to answer or in producing evidence or failing to do so in accordance with the order. If a person refuses to testify after being granted immunity from prosecution and after being ordered to testify, he or she may be adjudged in civil contempt by the superior court until any time that he or she purges him or herself of contempt by testifying, producing documentary material or presenting written answers as ordered. The above does not prevent the attorney general from instituting other appropriate contempt proceedings against any person who violates any of the above provisions.
R.I. Gen. Laws § 7-6-108 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-108
§ 7-6-108. Effect of invalidity of part of this chapter.
Status: in_force

If a court of competent jurisdiction adjudges any clause, sentence, paragraph, section, or part of this chapter to be invalid or unconstitutional, the judgment or decree does not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect of the judgment or decree is confined to the clause, sentence, paragraph, section, or part of this chapter adjudged to be invalid or unconstitutional.
R.I. Gen. Laws § 7-8-27 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-27
§ 7-8-27. Contents of annual report.
Status: in_force

The annual report of an association shall include a statement of the receipts, expenditures, assets, and liabilities of the association, and shall, in the case of a nonshare association, include, in lieu of the statement concerning its authorized and issued capital stock required by § 7-1.2-1501, a statement of the total number of members, the number admitted and withdrawn during the year, and the amount of membership fees received.
R.I. Gen. Laws § 7-6-36 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-36
§ 7-6-36. Effect of issuance of certificate of incorporation.
Status: in_force

Upon the issuance of the certificate of incorporation, or upon a later date, not more than 30 days after the filing of articles of incorporation, that is set forth in the articles, the corporate existence begins, and the certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.
R.I. Gen. Laws § 7-6-59 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-59
§ 7-6-59. Appeal from revocation of articles of incorporation.
Status: in_force

Any corporation aggrieved by the action of the secretary of state in revoking its articles of incorporation may appeal from the action in the manner provided in § 7-6-99.
R.I. Gen. Laws § 7-6-11 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-11
§ 7-6-11. Corporate name.
Status: reserved

(a) The corporate name:

(1) Shall not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

(2) Shall be distinguishable upon the records of the secretary of state from:

(i) The name of any corporation, whether for profit or not for profit, limited partnership, or domestic or foreign limited liability company organized under the laws of, or registered or qualified or authorized to do business or conduct affairs in this state; or

(ii) Any name that is filed, reserved, or registered under this title, or as permitted by the laws of this state, subject to the following:

(A) This provision shall not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(iii) The name may be the same as the name of a corporation, non-business corporation, or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from that date.

(3) Shall be translated into letters of the English alphabet, if it is not in English.

(4) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(5) The secretary of state shall promulgate rules and regulations defining the term distinguishable upon the record for the administration of this chapter.

(b)(1) Any nonprofit corporation organized under the laws of, or registered or qualified to do business in this state, may transact its affairs in this state under a fictitious name if it files a fictitious business name statement in accordance with this subsection (b).

(2) A fictitious business name statement shall be filed with the secretary of state accompanied by a fee of twenty dollars ($20.00), and shall be executed by an authorized person of the nonprofit corporation or by a person with authority to do so under the laws of the state or other jurisdiction of the organization of the nonprofit corporation and shall describe:

(i) The fictitious business name to be used; and

(ii) The name of the nonprofit corporation, the state or other jurisdiction in which the nonprofit corporation is organized, and date of the nonprofit corporations organization.

(3) The fictitious business name statement expires upon the filing of a statement of abandonment of use of a fictitious business name registered in accordance with this subsection (b) or upon the dissolution of the domestic corporation or the cancellation of registration of the foreign corporation.

(4) The statement of abandonment of use of a fictitious business name under this subsection (b) shall be filed with the secretary of state; shall be executed in the same manner as provided in subsection (b)(2); and shall describe:

(i) The fictitious business name being abandoned;

(ii) The date on which the original fictitious business name statement being abandoned was filed; and

(iii) The information described in subsection (b)(2)(ii).

(5) No domestic or foreign nonprofit corporation conducting its affairs under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or because of any contract made, or transaction had, in the fictitious business name in any court of the state or until a fictitious business name statement has been filed in accordance with this section.

(6) No nonprofit corporation may conduct its affairs under a fictitious business name pursuant to this section that is not distinguishable upon the records of the secretary of state from the name of any corporation, limited partnership, or domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in this state or any name that is filed, reserved, or registered under this title or as permitted by the laws of this state, subject to the following:

(i) This provision does not apply if the applicant files with the secretary of state:

(ii) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(iii) The name may be the same as the name of a corporation, non-business corporation, or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from that date.

(iv) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(v) The secretary of state shall promulgate rules and regulations defining the term distinguishable upon the record for the administration of this chapter.
R.I. Gen. Laws § 7-8-8 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-8
§ 7-8-8. Fee payable to secretary of state by nonstock corporation.
Status: in_force

In the case of an association formed without shares, by virtue of this chapter, the fees payable to the secretary of state for the incorporation is fifty dollars ($50.00).
R.I. Gen. Laws § 7-6-25 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-25
§ 7-6-25. Quorum of directors.
Status: in_force

(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, constitutes a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event does a quorum consist of less than one-quarter (Â¼) of the number of the directors fixed or stated.

(b) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation, or the bylaws.
R.I. Gen. Laws § 7-8-28 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-28
§ 7-8-28. Distribution of assets on dissolution.
Status: in_force

Upon dissolution of an association, its assets, if any, after payment of the expenses of dissolution and the debts of the association, shall be distributed as follows:

(1) By returning to the members the par value of their shares or of their membership certificates, returning to subscribers the amounts paid on their subscriptions, and returning to those entitled to them the amounts allocated in distribution of net savings as contemplated by § 7-8-26; and

(2) By distributing any surplus as provided in the articles of association.
R.I. Gen. Laws § 7-6-17 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-17
§ 7-6-17. Bylaws and other powers in emergency.
Status: in_force

(a) The board of directors of any corporation may adopt emergency bylaws, that are, notwithstanding any different provision contained in this chapter or in the articles of incorporation or bylaws, operative during any emergency in the conduct of the affairs of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:

(1) A meeting of the board of directors may be called by any officer or director in the manner and under the conditions that are prescribed in the emergency bylaws;

(2) The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, constitutes a quorum; and

(3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in the order of priority and subject to the conditions and for the period of time (not longer than reasonably necessary after the termination of the emergency) as is provided in the emergency bylaws or in the resolution approving the list, are, to the extent required to provide a quorum at any meeting of the board of directors, deemed directors for the meeting.

(b) The board of directors, either before or during any emergency, may provide, and from time to time modify, lines of succession in the event that during any emergency any or all officers or agents of the corporation are for any reason rendered incapable of discharging their duties.

(c) The board of directors, either before or during any emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so.

(d) To the extent not inconsistent with any emergency bylaws adopted, the bylaws of the corporation remain in effect during any emergency and upon its termination the emergency bylaws cease to be operative.

(e) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during any emergency may be given only to the directors that it may be feasible to reach at the time and by the means that may be feasible at the time, including publication or radio.

(f) To the extent required to constitute a quorum at any meeting of the board of directors during any emergency, the officers of the corporation who are present are, unless otherwise provided in emergency bylaws, deemed, in order of rank and within the same rank in order of seniority, directors for the meeting.

(g) No officer, director, or employee acting in accordance with any emergency bylaws is liable except for willful misconduct. No officer, director, or employee is liable for any action taken by him or her in good faith in any emergency in furtherance of the ordinary affairs of the corporation even though not authorized by the bylaws then in effect.
R.I. Gen. Laws § 7-6-61 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-61
§ 7-6-61. Procedure in liquidation of corporation by court.
Status: in_force

(a) In proceedings to liquidate the assets and affairs of a corporation the court shall have the power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court directs, and to take such other proceedings as may be requisite to preserve the corporate assets wherever situated, and carry on the affairs of the corporation until a full hearing can be had.

(b) After a hearing upon any notice that the court directs to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation. The liquidating receiver or receivers have authority, subject to court order, to sell, convey, and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing the liquidating receiver or receivers shall state their powers and duties. The powers and duties may be increased or diminished at any time during the proceedings.

(c) The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition of the assets shall be applied and distributed as follows:

(1) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provision shall be made for that;

(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs because of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with the requirements;

(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court directs;

(4) Any other assets shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct.

(d) The court has power to allow as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment of the compensation out of the assets of the corporation or the proceeds of any sale or disposition of the assets.

(e) A receiver of a corporation appointed under the provisions of this section has authority to sue and defend in all courts in his or her own name as receiver of the corporation. The court appointing the receiver has exclusive jurisdiction of the corporation and its property, wherever situated.
R.I. Gen. Laws § 7-6-35 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-35
§ 7-6-35. Filing of articles of incorporation.
Status: in_force

(a) The articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:

(1) Endorse on the original the word Filed, and the month, day, and year of the filing;

(2) File the original in the secretary of states office; and

(3) Issue a certificate of incorporation.

(b) The certificate of incorporation shall be delivered to the incorporators or their representative.
R.I. Gen. Laws § 7-16-29 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-29
§ 7-16-29. Distributions upon withdrawal.
Status: in_force

Upon the withdrawal of a member, except as otherwise provided in writing in an operating agreement, the withdrawn member and his or her legal representatives, successors and assigns do not have the right to receive any distribution by reason of the withdrawal but have only the rights of an assignee to receive distributions as to the withdrawn members interest during any continuation of the business of the limited liability company and upon completion of winding up less any damages recoverable against the withdrawn member if the event of withdrawal violated the limited liability companys operating agreement.
R.I. Gen. Laws § 7-8-10 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-10
§ 7-8-10. Contents of bylaws.
Status: in_force

The bylaws may, in addition to the provisions permitted by § 7-1.2-203(a), except where inconsistent with this chapter, provide for:

(1) The method and terms of admission to membership and the disposal of members interests on cessation of membership for any reason;

(2) The method of distributing the net savings of the association.
R.I. Gen. Laws § 7-8-35 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-35
§ 7-8-35. Severability.
Status: in_force

If any provision of this chapter, or the application of it to any person or circumstance is held unconstitutional or otherwise invalid for any reason, the validity of the remainder of this chapter and the application of the provision to other persons or circumstances is not affected by the invalidity.
R.I. Gen. Laws § 7-7-22 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-22
§ 7-7-22. Previously incorporated associations.
Status: repealed

A cooperative corporation or association previously formed under, or subject to, a law repealed by this chapter, is subject to the provisions of this chapter as if incorporated under this chapter, and the corporation or association may continue its corporate existence and name, subject to the provisions.
R.I. Gen. Laws § 7-1-6 — RI Code / Title 7 / Chapter 7-1 / Section 7-1-6
§ 7-1-6. Time allowed for organization of corporations created by legislative act.
Status: in_force

Every corporation created by special act of the general assembly shall, if no different time for that purpose is limited by the special act, be organized within two (2) years after the act takes effect. In every case where the corporation is not organized within the limited time, the act of incorporation becomes void at the end of the limited time.
R.I. Gen. Laws § 7-9-3 — RI Code / Title 7 / Chapter 7-9 / Section 7-9-3
§ 7-9-3. Acceptance of corporate bond as sole surety.
Status: in_force

No additional surety is required upon any judicial or official bond or upon any recognizance or other obligation of record, by the judge, head of department, or other officer approving the bond or taking the recognizance, if he or she deems the surety sufficient, but additional surety may be required by him or her, if in his or her discretion necessary. In all bonds, undertakings, or other obligations, and in all recognizances or other obligations of record in which sureties are required by law or otherwise in this state, the sole suretyship of any company duly authorized to do business in this state, if deemed sufficient surety by the person, judge, or official approving or accepting the bond, undertaking, or other obligation, or taking the recognizance or other obligation of record, is deemed a full compliance with any requirement for sureties.
R.I. Gen. Laws § 7-16-3 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-3
§ 7-16-3. Purpose and duration.
Status: in_force

Every limited liability company organized under this chapter has the purpose of engaging in any lawful business, and has perpetual existence until dissolved as terminated in accordance with this chapter, unless a more limited purpose or duration is set forth in the articles of organization.
R.I. Gen. Laws § 7-6-67 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-67
§ 7-6-67. Deposits with general treasurer.
Status: in_force

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and for whom there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the general treasurer and shall be paid over to the person or to that persons legal representative upon satisfactory proof to the general treasurer of that persons right to the cash.
R.I. Gen. Laws § 7-12-31.1 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-31.1
§ 7-12-31.1. Nature of business.
Status: in_force

(a) Except as provided in subsection (b) of this section, a registered limited liability partnership or a foreign registered limited liability partnership may conduct any lawful business in this state.

(b) A registered limited liability partnership or a foreign registered limited liability partnership may render professional services, as defined in § 7-5.1-2(2), as and to the extent permitted under law or rules and regulations of the applicable regulatory agency or agencies, as defined in § 7-5.1-2(3). Each regulatory agency as so defined is authorized to adopt, subject to applicable law, rules and regulations regarding a domestic and foreign limited liability partnership rendering professional services. The rules and regulations shall not be inconsistent with law or rules or regulations regarding the rendering of professional services through a professional corporation.
R.I. Gen. Laws § 7-14-3 — RI Code / Title 7 / Chapter 7-14 / Section 7-14-3
§ 7-14-3. Institution and conduct of proceedings.
Status: in_force

(a) The proceedings authorized by § 7-14-1 may be instituted against a corporation in any county in which it is doing business, and the proceedings shall be conducted in accordance with the Rhode Island rules of civil procedure and the applicable rules of court. The proceedings are deemed additional to any other proceeding authorized by law for the purpose of forfeiting the charter of a corporation or revoking the permit of a foreign corporation.

(b) The proceedings authorized by § 7-14-2 may be instituted against a business other than a corporation in any county in which it is doing business, and the proceedings shall be conducted in accordance with Rhode Island rules of civil procedure and the applicable rules of court.
R.I. Gen. Laws § 7-16-49 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-49
§ 7-16-49. Registration of foreign limited liability company.
Status: in_force

(a) Before transacting business in this state, a foreign limited liability company shall register with the secretary of state.

(b) In order to register, a foreign limited liability company shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited liability company, signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization and setting forth:

(1) The name of the foreign limited liability company and, if different, the name under which it proposes to register and transact business in this state;

(2) The state or other jurisdiction in which the foreign limited liability company is organized and date of the foreign limited liability companys organization;

(3) The name and address of the resident agent required by § 7-16-11;

(4) A statement that the secretary of state is appointed the agent of the foreign limited liability company for service of process if at any time there is no resident agent or if the resident agent cannot be found or served following the exercise of reasonable diligence;

(5) The address of any office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction;

(6) A mailing address for the foreign limited liability company;

(7) A statement of whether the limited liability company is to be managed by its members or by one or more managers, and if the limited liability company has managers at the time of its application, the name and address of each manager;

(8) Any additional information that may be necessary or appropriate in order to enable the secretary of state to determine whether the foreign limited liability company is entitled to transact business in this state; and

(9) A statement indicating whether the company has been duly organized in its state of formation as a low-profit limited liability company.
R.I. Gen. Laws § 7-1-17 — RI Code / Title 7 / Chapter 7-1 / Section 7-1-17
§ 7-1-17. Receipt of property for charitable purposes in excess of authorized holdings.
Status: in_force

In case any real or personal estate is subsequently given to any corporation to hold for any charitable uses or purposes authorized or permitted by the charter of the corporation, or any amendment of the charter, or by law, and the corporation, but for the provisions of this section, would not be able to take or hold the estate or some part of it on account of the limitation as to the amount of property of the corporation prescribed by the charter or any amendment to it, then in every such case, it is lawful for the corporation to take and hold the real and personal estate, or the part of it as already stated, upon conditions subsequent, nevertheless, that the corporation obtains from the general assembly authority to take and hold real and personal estate to an amount large enough to include, in addition to its other property, the property given to the corporation as already stated, and that the application to the general assembly is made not later than one year from the time on which the corporation takes and holds, or but for the previously stated limitation would be entitled to take and hold, the given real or personal estate.
R.I. Gen. Laws § 7-7-2 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-2
§ 7-7-2. Power to form associations.
Status: in_force

Five (5) or more persons of lawful age engaged in the production of agricultural products, or two (2) or more nonprofit cooperative associations of producers, organized under the provisions of this chapter, may form a nonprofit cooperative association with or without capital stock for the purpose of producing, handling, processing, preparing for market, warehousing, financing, preserving, drying, canning, packing, manufacturing, utilizing, and marketing the agricultural products of its members or for engaging in any activity pertaining to any of the things enumerated, including the financing, purchasing, or otherwise securing for its members supplies, equipment, machinery, or commodities of any character.
R.I. Gen. Laws § 7-6-34 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-34
§ 7-6-34. Articles of incorporation.
Status: in_force

(a) The articles of incorporation shall set forth:

(1) The name of the corporation;

(2) The period of duration, which may be perpetual;

(3) The purpose or purposes for which the corporation is organized;

(4)(i) Any provisions, not inconsistent with the law, that the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including a provision eliminating or limiting the personal liability of a director to the corporation or to its members for monetary damages for breach of the directors duty as a director. However, the provision does not eliminate or limit the liability of a director:

(A) For any breach of the directors duty of loyalty to the corporation or its members;

(B) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or

(C) For any transaction from which the director derived an improper personal benefit, and also including any provision that under this chapter is required or permitted to be set forth in the bylaws.

(ii) No provision eliminating or limiting the personal liability of a director will be effective with respect to causes of action arising prior to the inclusion of the provision in the articles of incorporation of the corporation;

(5) The address of its initial registered office, and the name of its initial registered agent at the address;

(6) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors;

(7) The name and residence or business address of each incorporator.

(b) It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

(c) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws is controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation is controlling.
R.I. Gen. Laws § 7-16-38 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-38
§ 7-16-38. Powers of estate of a member.
Status: in_force

(a) If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the members person or property, the members executor, administrator, guardian, conservator or other legal representative may exercise all of the members rights for the purpose of settling the estate or administering property, including any power under the articles of organization or a written operating agreement permitting an assignee to become a member.

(b) If a member is a corporation, partnership, limited partnership, domestic or foreign limited liability company, trust, estate, association or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor.
R.I. Gen. Laws § 7-15-5 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-5
§ 7-15-5. Proceedings  Open or closed.
Status: in_force

In any proceeding ancillary to or in any civil action instituted by the state under this chapter, the proceedings may be open or closed to the public at the discretion of the court after consideration of the rights of affected persons.
R.I. Gen. Laws § 7-16-40 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-40
§ 7-16-40. Judicial dissolution.
Status: in_force

On application by or on behalf of a member, the superior court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.
R.I. Gen. Laws § 7-16-13 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-13
§ 7-16-13. Certificates of correction.
Status: in_force

(a) If any document filed with the secretary of state under this chapter contains any typographical error, error of transcription or other technical error or has been defectively executed, the document may be corrected by filing a certificate of correction.

(b) A certificate of correction shall set forth:

(1) The title of the document being corrected;

(2) The name of each party to the document being corrected;

(3) The date that the document being corrected was filed; and

(4) The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.

(c) A certificate of correction may not make any other change or amendment that would not have complied in all respects with the requirements of this chapter at the time the document being corrected was filed.

(d) A certificate of correction shall be executed in the same manner in which the document being corrected was required to be executed.

(e) A certificate of correction may not:

(1) Change the effective date of the document being corrected; or

(2) Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right or liability has not detrimentally relied on the original document.
R.I. Gen. Laws § 7-8-22 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-22
§ 7-8-22. Recall of shares.
Status: in_force

The bylaws may give the directors the power to use the reserve funds to recall, at par value, the holdings of any member in excess of the amount requisite for membership. The bylaws may also provide that if any member has failed to patronize the association during a period of time specified in the bylaws, the directors may use reserve funds to recall all of his or her holdings, and he or she at that time ceases to be a member of the association.
R.I. Gen. Laws § 7-6-12 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-12
§ 7-6-12. Registered office and registered agent.
Status: in_force

Each corporation shall have and continuously maintain in this state:

(1) A registered office, which may be the same as its principal office;

(2) A registered agent, who may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, having an office identical with the registered office.
R.I. Gen. Laws § 7-16-63 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-63
§ 7-16-63. Effects of merger or consolidation.
Status: in_force

Following the consummation of a merger or consolidation in which the surviving entity or the new entity is to be governed by the laws of this state:

(1) The constituent entities party to the plan of merger or consolidation shall be a single entity, which, in the case of a merger shall be the entity designated in the plan of merger as the surviving entity, and, in the case of a consolidation, shall be the new entity provided for in the plan of consolidation.

(2) The separate existence of each constituent entity party to the plan of merger or consolidation, except the surviving entity or the new entity, shall cease.

(3) The surviving entity or the new entity shall at that time and subsequently possess all the rights, privileges, immunities, powers, and franchises, of a public as well as a private nature, of each constituent entity and is subject to all the restrictions, disabilities, and duties of each of the constituent entities to the extent the rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity.

(4) All property, real, personal and mixed, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, and all other choices in action, and all and every other interest of or belonging to or due to each of the constituent entities are vested in the surviving entity or the new entity without further act or deed.

(5) The title to all real estate and any interest in real estate vested in any constituent entity does not revert or become in any way impaired because of the merger or consolidation.

(6) The surviving entity or the new entity is responsible and liable for all liabilities and obligations of each of the merged or consolidated constituent entities, and any claim existing or action or proceeding pending by or against any constituent entity may be prosecuted as if the merger or consolidation had not taken place, or the surviving entity or the new entity may be substituted in the action.

(7) Neither the rights of creditors nor any liens on the property of any constituent entity are impaired by the merger or consolidation.

(8) In the case of a merger, depending upon whether the surviving entity is a limited liability company, a domestic corporation, or a domestic limited partnership, the articles of organization of the limited liability company, articles of incorporation of the corporation, or certificate of limited partnership of the limited partnership shall be amended to the extent provided in the articles of merger.

(9) In the case of a consolidation where the new entity is domestic, the statements set forth in the articles of consolidation and that are required or permitted to be set forth in the articles of organization, articles of incorporation, or certificate of limited partnership of the new domestic entity, are deemed to be the original articles of organization, articles of incorporation, or certificate of limited partnership of the new domestic entity.

(10) Unless otherwise agreed in the partnership agreement of a domestic limited partnership, a merger or consolidation in which a domestic limited partnership is a constituent entity, including a merger or consolidation in which a domestic limited partnership is not the surviving entity or the new entity, does not require the domestic limited partnership to wind up its affairs under § 7-13-46 or pay its liabilities and distribute its assets under § 7-13-47.

(11) The membership or other interests in a limited liability company, shares or other interests in a corporation, partnership or other interests in a limited partnership that is a constituent entity that are to be converted or exchanged into interests, shares or other securities, cash, obligations or other property under the terms of the articles of merger or consolidation are converted, and their former holders are entitled only to the rights provided in the articles of merger or consolidation or the rights otherwise provided by law.

(12) Nothing in this chapter abridges or impairs any rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent entity under applicable law.
R.I. Gen. Laws § 7-9-2 — RI Code / Title 7 / Chapter 7-9 / Section 7-9-2
§ 7-9-2. Power to execute bonds and obligations.
Status: in_force

Any company authorized to do business in this state may make, sign, seal, execute, acknowledge, and deliver any bond, guaranty, undertaking, or any other obligation in this state, or may enter into any recognizance or other obligation of record in this state, by its attorney in fact or by its officer or officers, agent or authorized agents; and the authority from the company may be shown in the same manner that similar authority may be shown in the case of other corporations.
R.I. Gen. Laws § 7-12-3 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-3
§ 7-12-3. Examination of books and property by representative of deceased partner.
Status: in_force

The administrator or executor may enter upon the premises and examine the books and affairs of the copartnership and take an inventory of the personal property in which his or her intestate or testate may have had an interest at the time of his or her decease.
R.I. Gen. Laws § 7-6-48 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-48
§ 7-6-48. Merger or consolidation of domestic and foreign corporations.
Status: in_force

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign entity is organized:

(1) Each domestic entity shall comply with the provisions of this chapter regarding the merger or consolidation of domestic entities and each foreign entity shall comply with the applicable provisions of the laws of the state under which it is organized.

(2) If the surviving or new entity is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign entities if it is to conduct affairs in this state, and in every case it shall file with the secretary of state of this state:

(i) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic entity that is a party to the merger or consolidation; and

(ii) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any proceeding.

(b) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic entities, if the surviving or new entity is to be governed by the laws of this state. If the surviving or new entity is to be governed by the laws of any state other than this state, the effect of the merger or consolidation is the same as in the case of the merger or consolidation of domestic entities except insofar as the laws of the other state provide otherwise.

(c) After approval by the members or, if there are no members entitled to vote on it, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions for abandonment set forth in the plan of merger or consolidation.

(d) This section does not apply to insurance holding company systems as defined in § 27-35-1.
R.I. Gen. Laws § 7-8-34 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-34
§ 7-8-34. Inapplicable law.
Status: in_force

No law in this state that is conflicting or inconsistent with any part of this chapter shall to the extent of the conflict or inconsistency, be construed as applicable to associations formed by authority of this chapter. Sections 7-1.2-613 and 7-1.2-708 do not apply to associations organized by authority of this chapter.
R.I. Gen. Laws § 7-6-56 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-56
§ 7-6-56. Revocation of certificate of incorporation.
Status: in_force

(a) The certificate of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that:

(1) The corporation procured its articles of incorporation through fraud;

(2) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(3) The corporation has failed to file its annual report within the time required by this chapter, or has failed to pay any fees, when they have become due and payable;

(4) The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter;

(5) The corporation has failed, after change of its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;

(6) The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or

(7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.

(b) No certificate of incorporation of a corporation shall be revoked by the secretary of state unless:

(1) The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of states office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of states office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of states office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a domestic corporation that has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required; and

(2) The corporation fails prior to revocation to file the annual report or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.
R.I. Gen. Laws § 7-16-5.1 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-5.1
§ 7-16-5.1. Conversion of certain entities to a limited liability company.
Status: in_force

(a) As used in this section, the term other entity means a corporation, a business trust, or association, a real estate investment trust, a common-law trust, a sole proprietorship or any other unincorporated business, or entity including a partnership, whether general or limited, (including a registered limited liability partnership) or a foreign limited liability company.

(b) Any other entity may convert to a domestic limited liability company by complying with subsection (h) of this section and filing in the office of the secretary of state in accordance with § 7-16-8 articles of organization that comply with § 7-16-6 and have been executed by one or more authorized persons in accordance with § 7-16-7, accompanied by a certificate of conversion to a limited liability company duly executed by one or more persons authorized to act on behalf of the other entity and one or more persons authorized to sign a certificate of conversion on behalf of the limited liability company.

(c) The certificate of conversion to limited liability company shall state:

(1) The date on which and jurisdiction where the other entity was first created, formed, or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic limited liability company;

(2) The name of the other entity immediately prior to the filing of the certificate of conversion to limited liability company;

(3) The name of the limited liability company as set forth in its articles of organization filed in accordance with subsection (b) of this section; and

(4) The future effective date or time (which is a date or time certain) of the conversion to a limited liability company if it is not to be effective upon the filing of the certificate of conversion to limited liability company and the articles of organization.

(d) Upon the filing in the office of the secretary of state of the certificate of conversion to limited liability company and the articles of organization or upon the future effective date or time of the certificate of conversion to a limited liability company and the articles of organization, the other entity shall be converted into a domestic limited liability company and the limited liability company shall thereafter be subject to all of the provisions of this chapter, except that, notwithstanding § 7-16-5, the existence of the limited liability company shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, or otherwise came into being.

(e) The conversion of any other entity into a domestic limited liability company shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic limited liability company or the personal liability of any person incurred prior to the conversion.

(f) When any conversion shall have become effective under this section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges, and powers of the other entity that has converted, and all property, real, personal, and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to the other entity, shall be vested in the domestic limited liability company and shall thereafter be the property of the domestic limited liability company as they were of the other entity that has converted, and the title to any real property vested by deed or otherwise in the other entity shall not revert or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other entity that has converted shall thenceforth attach to the domestic limited liability company and may be enforced against it to the same extent as if those debts, liabilities, and duties had been incurred or contracted by it.

(g) Unless otherwise agreed, or as required under applicable non-Rhode Island law, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the other entity and shall constitute a continuation of the existence of the converting other entity in the form of a domestic limited liability company.

(h) Prior to filing a certificate of conversion to limited liability company with the office of the secretary of state, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and a limited liability company agreement shall be approved by the same authorization required to approve the conversion.

(i) In connection with a conversion hereunder, rights or securities of or interests in the other entity that is to be converted to a domestic limited liability company may be exchanged for or converted into cash, property, or rights or securities of or interests in such domestic limited liability company or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another domestic limited liability company or other entity or may be cancelled.

(j) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, an other entity to the state of Rhode Island by any other means provided for in a limited liability company agreement or other agreement or as otherwise permitted by law, including by the amendment of a limited liability company agreement or other agreement.
R.I. Gen. Laws § 7-16-71 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-71
§ 7-16-71. Unauthorized assumption of powers.
Status: in_force

All persons who assume to act as a limited lability company without authority to do so are jointly and severally liable for all debts and liabilities.
R.I. Gen. Laws § 7-15-4 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-4
§ 7-15-4. Civil remedies  Actions by attorney general and injured persons.
Status: in_force

(a) The superior courts of the state have jurisdiction to prevent and restrain violations of this chapter by issuing appropriate orders, including, but not limited to:

(1) Ordering any person to divest himself, herself, or itself of any interest, direct or indirect, in any enterprise;

(2) Imposing reasonable restrictions on the future activities or investments of any person, including, but not limited to, prohibiting any person from engaging in the same type of endeavor as the enterprise engaged in; or

(3) Ordering dissolution or reorganization of any enterprise, making due provisions for the rights of innocent persons.

(b) The attorney general may institute proceedings under this section. In any action brought by the state under this section, the court shall proceed as soon as practicable to the hearing and determination of the action. Pending final determination of the action, the court may at any time enter any restraining orders or prohibitions, or take any other actions, including the acceptance of satisfactory performance bonds, as it deems proper.

(c) Any person injured in his, her, or its business or property by reason of a violation of this chapter may sue in any appropriate court and shall recover treble damages and the cost of the suit, including a reasonable attorneys fee. In order for an injured person to recover pursuant to this subsection, it is not necessary to show that the defendant has been convicted of a criminal violation of this chapter.

(d) A final judgment or decree rendered in favor of the state in any criminal proceeding brought by the state under this chapter shall estop the defendant from denying the essential allegations of the criminal offense in any subsequent civil proceeding brought by the state.

(e) In addition to, or in lieu of, the criminal forfeiture procedure of this act, any property described in § 7-15-3 is subject to civil forfeiture pursuant to this section.
R.I. Gen. Laws § 7-6-71 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-71
§ 7-6-71. Powers of foreign corporation.
Status: in_force

A foreign corporation that has received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal has been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which the certificate of authorization is issued; and, except as otherwise provided in this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or subsequently imposed upon a similar domestic corporation.
R.I. Gen. Laws § 7-6-87 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-87
§ 7-6-87. Withdrawal of certificates of revocation.
Status: reserved

Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-86, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing:

(1) Upon the filing by the corporation of the documents it had previously failed to file as set forth in § 7-6-85(a)(1)  (a)(4), inclusive; and

(2)(i) Upon the payment by the corporation of a penalty of twenty-five dollars ($25.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation.

(ii) If as permitted by § 7-6-72(2) another corporation, whether business or nonprofit, or domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious business name statement regarding or reserved or registered a name that is the same as the name of a corporation regarding which the certificate of revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of a certificate of revocation upon the reinstated corporations amending its articles of incorporation so as to designate a name that is distinguishable upon the records of the secretary of state from its former name.
R.I. Gen. Laws § 7-14-1 — RI Code / Title 7 / Chapter 7-14 / Section 7-14-1
§ 7-14-1. Forfeiture of charter and revocation of permit.
Status: in_force

The attorney general is authorized to institute civil proceedings in the superior court to forfeit the charter of any corporation organized under the laws of this state and to revoke the permit authorizing any foreign corporation to carry on business in this state, when:

(1) Any of the corporate officers or any other person controlling the management or operation of the corporation, with the knowledge of the president and a majority of the board of directors or under such circumstances wherein the president and a majority of the directors should have knowledge, is a person engaged in organized gambling, organized traffic in narcotics, organized extortion, organized bribery, organized embezzlement, or organized prostitution, or who is connected directly or indirectly with organizations, syndicates, or criminal societies engaging in those activities; or

(2) A director, officer, employee, agent, or stockholder acting for, through, or on behalf of the corporation has, in conducting the corporations affairs, purposely engaged in a persistent course of gambling, unlawful traffic in narcotics, extortion, embezzlement, intimidation and coercion, bribery, prostitution, or other criminal conduct with the knowledge of the president and a majority of the board of directors or under circumstances where the president and a majority of the directors should have knowledge, with the intent to compel or induce other persons, firms, and corporations to deal with the corporation or to engage in any criminal conduct; and

(3) For the prevention of future illegal conduct of the same character, the public interest requires the charter of the corporation to be forfeited and the corporation to be dissolved or the permit to be revoked.
R.I. Gen. Laws § 7-1-7 — RI Code / Title 7 / Chapter 7-1 / Section 7-1-7
§ 7-1-7. Fees payable by corporations created by legislative act.
Status: in_force

Before any corporation, other than a corporation for religious, literary, or charitable purposes, or a military or fire company, is organized under a charter granted by special act of the general assembly, the petitioners for the charter shall pay into the general treasury, for the use of the state, one-tenth of one percent (.1%) of the total amount of its authorized capital stock having par value, and in the case of stock having no par value ten cents ($0.10) for each share, but in no case less than one hundred dollars ($100); and whenever the authorized capital stock of any such corporation is increased by special act of the general assembly, the corporation shall pay into the general treasury, for the use of the state, one-tenth of one percent (.1%) of the total amount of the authorized increase in the case of stock having par value, and in the case of stock having no par value, ten cents ($0.10) for each share of the authorized increase; and the secretary of state shall not issue a certified copy of any act creating a corporation, or a certified copy of any act providing for an increase, until the secretary receives the certificate of the general treasurer to the effect that the required sum has been paid.
R.I. Gen. Laws § 7-16-56 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-56
§ 7-16-56. Right of member to bring derivative action.
Status: in_force

A member may bring an action on behalf of the limited liability company to recover a judgment in its favor if all of the following conditions are met:

(1) The member does not have the authority to cause the limited liability company to sue in its own right under the provisions of an operating agreement;

(2) The members or managers with this authority have wrongfully refused to bring the action or, after adequate time to consider the demand, have failed to respond to the demand or if an effort to cause those members or managers to bring the action is not likely to succeed;

(3) The plaintiff:

(i) Is a member of the limited liability company at the time of bringing the action; and

(ii) Was a member of the limited liability company at the time of the transaction complained of, or the plaintiffs status as a member of the limited liability company subsequently devolved to the plaintiff pursuant to the terms of the operating agreement from a person who was a member at that time; and

(4) The plaintiff fairly and adequately represents the interests of the members in enforcing the right of the limited liability company.
R.I. Gen. Laws § 7-8-24 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-24
§ 7-8-24. Expulsion of members.
Status: in_force

The bylaws may make provision for the expulsion of members by a two-thirds ( ) vote of the members present at a regular or special meeting. The bylaws shall provide for the giving to a member of written notice of the charges against him or her at least three (3) weeks in advance of the meeting. The member shall have opportunity to be heard in person, or by counsel, at the meeting. On decision of the association to expel a member, the board of directors shall purchase the members holdings at par value, when there are sufficient reserve funds.
R.I. Gen. Laws § 7-16-73 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-73
§ 7-16-73. Construction with other laws.
Status: in_force

(a) Unless the provisions of this chapter or the context indicate otherwise, each reference in the general laws to a person is deemed to include a limited liability company, and each reference to a corporation, except for references in the Rhode Island Business and Nonprofit Corporation Acts, and except with respect to taxation, is deemed to include a limited liability company.

(b) As to taxation, a domestic or foreign limited liability company shall be treated in the same manner as it is treated under federal income tax law.

(c) If a domestic or foreign limited liability company is treated as a partnership for purposes of federal income taxation:

(1) Any member of the limited liability company during any part of the limited liability companys taxable year shall file a Rhode Island income tax return and shall include in Rhode Island gross income that portion of the limited liability companys Rhode Island income allocable to the members interest in the limited liability company.

(2) Any member of the limited liability company who is a non-resident shall execute and forward to the limited liability company before the original due date of the Rhode Island limited liability company return an agreement that states that the member will file a Rhode Island income tax return and pay income tax on the non-resident members share of the limited liability companys income that was derived from or attributable to sources within this state, and the agreement shall be attached to the limited liability companys Rhode Island return for the taxable year.

(3) In the event that the non-resident members executed agreement is not attached to the Rhode Island limited liability company return or the agreement set forth above is attached to the limited liability company return and subsequently the non-resident member fails to file a timely income tax return, then within thirty (30) days of the date of notice by the Tax Administrator to the limited liability company, the limited liability company shall remit to the Tax Administrator the non-resident members tax on the members share of the limited liability companys income that was derived from or attributable to sources within this state, which tax shall be computed at the statutory rate applicable to corporations.

(4) A non-resident member is required to file a Rhode Island income tax return even though the members only source of Rhode Island income was that members share of the limited liability companys income that was derived from or attributable to sources within this state, and the amount of remittance by the limited liability company on behalf of the non-resident member shall be allowed as a credit against that members Rhode Island income tax liability.
R.I. Gen. Laws § 7-7-3 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-3
§ 7-7-3. Contents and filing of articles of association.
Status: in_force

The persons shall sign and file in duplicate written articles of association, which shall be signed by all of the incorporators and which shall be acknowledged by them in the manner in which deeds of real estate are required to be acknowledged within this state, and the residences of the incorporators shall be stated opposite their names. In the articles of association, the incorporators shall recite that they desire to become incorporated under the provisions of this chapter and shall state:

(1) The name of the association, which shall contain the word cooperative and which shall not be the same as that of any other association or corporation formed or doing business in this state or so similar in name as to be likely to be confused with it.

(2) The objects or purposes for which it is formed.

(3) The place where its principal office is to be located.

(4) The term for which it is to exist.

(5) Whether formed with or without capital stock, and if formed with capital stock, the total amount of the authorized capital stock of the corporation, the number of shares into which the stock is divided and the par value of each share, except in the case of a corporation having stock or any class of stock without par value, in which case the articles of association regarding the stock, in lieu of the above, shall state the total number of shares authorized and that they are without par value; the restrictions, if any, imposed on the transfer of stock; and, if there be two (2) or more classes of stock, a description of the different classes and a statement of the terms on which they are created.

(6) In addition to the above, the articles of incorporation of any association incorporated under this chapter may contain any provision consistent with law with respect to management, regulation, government, financing, indebtedness, membership, the establishment of voting districts and the election of delegates for representative purposes, the issuance, retirement, and transfer of its stock, if formed with capital stock, or any provisions relative to the manner in which it operates or as to its members, officers, or directors and any other provisions relating to its affairs.
R.I. Gen. Laws § 7-16-9 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-9
§ 7-16-9. Name  Fictitious business names.
Status: reserved

(a) The name of each limited liability company as set forth in its articles of organization:

(1) Shall end with either the words limited liability company or the upper or lower case letters l.l.c. with or without punctuation, or, if organized as a low-profit, limited liability company, shall end with either the words low-profit, limited liability company or the abbreviation L3C or 13c;

(2) Shall be distinguishable upon the records of the secretary of state from:

(i) The name of any corporation, non-business corporation or other association, limited partnership or domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in, this state; or

(ii) Any name that is filed, reserved, or registered under this title, subject to the following:

(A) This provision shall not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(B) The name may be the same as the name of a corporation, non-business corporation, or other association, the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from the date of the revocation.

(C) Words or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(D) The secretary of state shall promulgate rules and regulations defining the term distinguishable upon the record for the administration of this chapter.

(b)(1) Any domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in, this state may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this subsection.

(2) A fictitious business name statement shall be filed with the secretary of state and shall be executed by an authorized person of the domestic limited liability company or by a person with authority to do so under the laws of the state or other jurisdiction of the organization of the foreign limited liability company and shall set forth:

(i) The fictitious business name to be used; and

(ii) The name of the applicant limited liability company, the state or other jurisdiction in which the limited liability company is organized and date of the limited liability companys organization.

(3) The fictitious business name statement expires upon the filing of a statement of abandonment of use of a fictitious business name registered in accordance with this subsection or upon the dissolution of the applicant domestic limited liability company or the cancellation of registration of the applicant foreign limited liability company.

(4) The statement of abandonment of use of a fictitious business name under this subsection shall be filed with the secretary of state, shall be executed in the same manner as provided in subdivision (2) above, and shall set forth:

(i) The fictitious business name being abandoned;

(ii) The date on which the original fictitious business name statement being abandoned was filed; and

(iii) The information set forth in subsection (a)(2)(ii).

(5) No domestic or foreign limited liability company transacting business under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or on account of any contract made, or transaction had, in the fictitious business name in any court of the state until a fictitious business name statement has been filed in accordance with this section.

(6) No limited liability company may be permitted to transact business under a fictitious business name pursuant to this section that is the same as the name of any corporation, limited partnership or domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in, this state or any name that is filed, reserved, or registered under this title, subject to the following:

(i) This provision does not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(ii) The name may be the same as the name of a corporation, non-business corporation, or other association, the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law and the revocation has not been withdrawn within one year from the date of revocation.

(iii) Words or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(iv) The secretary of state shall promulgate rules and regulations defining the term distinguishable upon the record for the administration of this chapter.

(7) A filing fee of fifty dollars ($50.00) shall be collected by the secretary of state for each statement filed.
R.I. Gen. Laws § 7-16-27 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-27
§ 7-16-27. Sharing of distributions.
Status: in_force

Unless otherwise provided in the articles of organization or operating agreement, distributions of cash or other assets of a limited liability company shall be allocated to each member on the basis of the members capital value.
R.I. Gen. Laws § 7-7-8 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-8
§ 7-7-8. Qualifications of members.
Status: in_force

Only persons, or associations of persons, engaged in the production of the agricultural products as the association is authorized to handle, including lessees and landlords receiving these products as rent, shall be eligible to membership therein, subject to the terms and conditions prescribed in its articles of incorporation or bylaws consistent herewith. Following the ascertainment through procedure set forth in its bylaws that a member has ceased to be eligible to membership in an association, his or her rights therein may be suspended.
R.I. Gen. Laws § 7-16-10 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-10
§ 7-16-10. Reservation of name  Transfer of reserved name.
Status: reserved

(a) The exclusive right to use a specified name for a domestic or foreign limited liability company may be reserved by:

(1) A person who intends to organize a domestic limited liability company;

(2) A domestic limited liability company or foreign limited liability company registered in this state which, in either case, proposes to change its name;

(3) A foreign limited liability company that intends to register in this state; or

(4) Any person intending to organize a foreign limited liability company and intending to have it registered in this state and adopt that name.

(b) A person may reserve a specified name by filing a signed application with the secretary of state and, if the secretary of state finds that the name is available, the secretary of state shall reserve the name for one hundred twenty (120) days for the exclusive use of the applicant.

(c) The exclusive right to use a reserved name may be transferred to another person by filing with the secretary of state a notice of the transfer which specifies the name and address of the transferee and is signed by the applicant for whom the name was reserved.
R.I. Gen. Laws § 7-16-28 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-28
§ 7-16-28. Interim distributions.
Status: in_force

Except as provided in this chapter, a member is entitled to receive distributions from a limited liability company before the withdrawal of the member from the limited liability company and before the dissolution and winding up of the limited liability company to the extent and at the times or upon the happening of the events upon which the members unanimously agree or as provided in the operating agreement.
R.I. Gen. Laws § 7-6-54 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-54
§ 7-6-54. Articles of dissolution.
Status: in_force

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision has been made for them, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice president, and by its secretary or an assistant secretary, and shall set forth:

(1) The name of the corporation;

(2) If there are members entitled to vote on the dissolution:

(i) A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(ii) A statement that the resolution was adopted by a consent in writing signed by all members entitled to vote on it;

(3) If there are no members, or no members entitled to vote on the dissolution, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office;

(4) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for their payment;

(5) A copy of the plan of distribution as adopted by the corporation, or a statement that no plan was adopted;

(6) That all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter;

(7) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending suit.
R.I. Gen. Laws § 7-6-88 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-88
§ 7-6-88. Appeal from revocation of certificate of authority.
Status: in_force

Any foreign corporation aggrieved by the action of the secretary of state in revoking its certificate of authority may appeal from the revocation in the manner provided in § 7-6-99.
R.I. Gen. Laws § 7-15-4.1 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-4.1
§ 7-15-4.1. Asset forfeiture fund.
Status: in_force

(a) Title to all property forfeited pursuant to this chapter, except for that property awarded by the court to the victims of violations of the chapter pursuant to § 7-15-4(c), vests in the state of Rhode Island. There is established within the general treasury of the state a special fund to be known as the asset forfeiture fund in which shall be deposited all proceeds of any forfeitures. Where the forfeited property is a vessel, vehicle, aircraft, or other personal property the use of which reasonably relates to law enforcement duties, title to the property may be transferred to the law enforcement agency that seized it. Where the forfeited property is personal property the use of which is not reasonably related to law enforcement duties and where the forfeited property is real estate or an interest in real estate, it shall be sold under the direction of the general treasurer and the proceeds of the sale deposited in the asset forfeiture fund. Where the forfeited property consists of negotiable instruments, securities, or other intangible property, it shall be maintained by the general treasurer as part of the asset forfeiture fund and may be sold at his or her discretion and the proceeds deposited in the fund. Where the forfeited property consists of money, both coin and currency, it shall be deposited in the asset forfeiture fund.

(b) The fund shall be utilized for the following purposes:

(1) The payment of reasonable expenses required for the seizure, management and liquidation of forfeited property and for the reimbursement of federal, state, or local law enforcement agencies for any reasonable expenditures made by them in the performance of the preceding functions;

(2) The payment of awards for information or assistance leading to a civil or criminal proceeding under this chapter, provided that any payment or combination of payments to any one individual or group of individuals in excess of twenty-five hundred dollars ($2,500) from the fund must be approved by the presiding justice of the superior court or an associate justice of the court designated by him or her;

(3) The compromise and payment of claims against property forfeited pursuant to this chapter, provided that any payment in settlement of a claim that is in excess of twenty-five hundred dollars ($2,500) from the fund must be approved by the presiding justice of the superior court or an associate justice of the court designated by him or her;

(4) The payment of twenty-five percent (25%) of the net proceeds of a forfeiture to the Rhode Island law enforcement agency or agencies that accomplished the seizure to be used only for the purposes of future investigations of racketeering activity as defined in these provisions. No law enforcement agency of the state is entitled to keep more than fifty thousand dollars ($50,000) per calendar year under this section. No law enforcement agency of a city or town with a population in excess of twenty thousand (20,000) is entitled to keep more than thirty-five thousand dollars ($35,000) per calendar year under this section. No law enforcement agency of a city or town with a population of twenty thousand (20,000) or less is entitled to keep more than fifteen thousand dollars ($15,000) per calendar year under this section.

(c) The attorney general shall report each forfeiture pursuant to this chapter to the general treasurer within thirty (30) days of the issuance of the judgment of forfeiture by the court.

(d) Upon the application of any law enforcement agency of the state of Rhode Island when a special need exists concerning the enforcement of the provisions of this chapter, the attorney general may apply to the presiding justice of the superior court for the release from the general treasury of sums of money not to exceed fifty thousand dollars ($50,000) per investigation. When the presiding justice, upon consideration of the reasons set forth by the agency, deems the funds to be reasonable and necessary to the accomplishment of a goal within the powers and duties of the law enforcement agency, he or she may issue an order ex parte providing for the release of the funds.

(e) The attorney general and the general treasurer shall transmit to the general assembly no later than February 1 of each year, a detailed report on the nature and value of the assets forfeited and their disposition, on the amounts deposited in the fund, and a detailed description of withdrawals from the fund and the uses of the withdrawals, during the previous calendar year, but shall not make any disclosure that would compromise any investigation or prosecution.
R.I. Gen. Laws § 7-4-15 — RI Code / Title 7 / Chapter 7-4 / Section 7-4-15
§ 7-4-15. Rights and liabilities surviving death of officer, director, or stockholder.
Status: in_force

Except as otherwise provided in the general corporation law, any right of action against any officer, director, or stockholder of a corporation arising from any liability or penalty created or imposed by the provisions of the general corporation law survives the death of the person; and the right of contribution provided by this chapter exists in favor of the estate of the officer, director, or stockholder.
R.I. Gen. Laws § 7-6-82 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-82
§ 7-6-82. Amended certificate of authority.
Status: in_force

(a) A foreign corporation authorized to conduct affairs in this state shall procure an amended certificate of authority by making application for one with the secretary of state if it changes its corporate name or desires to pursue in this state other or additional purposes than those set forth in its prior application for a certificate of authority.

(b) The requirements as to the form and contents of the application, the manner of its execution, the filing of the original with the secretary of state, the issuance of an amended certificate of authority and its effect, are the same as in the case of an original application for a certificate of authority.
R.I. Gen. Laws § 7-6-8 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-8
§ 7-6-8. Limiting powers of certain corporations.
Status: in_force

(a) No corporation that is a private foundation as defined in § 509(a) (26 U.S.C. § 509(a)) of the Internal Revenue Code of 1954 shall:

(1) Engage in any act of self-dealing, as defined in § 4941(d) (26 U.S.C. § 4941(d)) of the Internal Revenue Code of 1954, which would give rise to any liability for the tax imposed by § 4941(a) (26 U.S.C. § 4941(a)) of the code;

(2) Retain any excess business holdings, as defined in § 4943(c) (26 U.S.C. § 4943(c)) of the Internal Revenue Code of 1954, which would give rise to any liability for the tax imposed by § 4943(a) (26 U.S.C. § 4943(a)) of the code;

(3) Make any investment which would jeopardize the carrying out of any of the exempt purposes of the trust, within the meaning of § 4944 (26 U.S.C. § 4944) of the Internal Revenue Code of 1954, so as to give rise to any liability for the tax imposed by § 4944(a) (26 U.S.C. § 4944(a)) of the code; and

(4) Make any taxable expenditures, as defined in § 4945(d) (26 U.S.C. § 4945(d)) of the Internal Revenue Code of 1954, which would give rise to any liability for the tax imposed by § 4945(a) (26 U.S.C. § 4945(a)) of the code.

(b) Each corporation which is a private foundation as defined in § 509(a) (26 U.S.C. § 509(a)) of the Internal Revenue Code of 1954 shall distribute for the purposes specified in articles of organization for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by § 4942(a) (26 U.S.C. § 4942(a)) of the code.

(c) The provisions of subsections (a) and (b) of this section do not apply to any corporation to the extent that a court of competent jurisdiction determines that the application would be contrary to the terms of the articles of organization or other instrument governing the corporation or governing the administration of charitable funds held by it and that the articles of incorporation may not properly be changed to conform to the sections.

(d) All references to sections of the Internal Revenue Code of 1954 include future amendments to the sections and corresponding provisions of future internal revenue laws.
R.I. Gen. Laws § 7-6-80.1 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-80.1
§ 7-6-80.1. Foreign application for transfer of authority.
Status: in_force

(a) A duly authorized foreign nonprofit corporation in the state of Rhode Island that converts into any form of foreign other entity subject to the provisions of Title 7 and the resulting entity is required to file for authority to transact business in this state may apply for a transfer of authority in the office of the secretary of state by filing:

(1) An application for transfer of authority that has been executed and filed in accordance with § 7-6-2.1; and

(2) An application for authority to transact business in the state of Rhode Island for the resulting entity type; and

(3) A certificate of legal existence or good standing issued by the proper officer of the state or country under the laws of which the resulting entity has been formed.

(b) The application for transfer of authority shall state:

(1) The name of the nonprofit corporation;

(2) The type of other entity into which it has been converted; and

(3) The jurisdiction whose laws govern its internal affairs.

(c) Upon the effective time and date of the application for transfer of authority, the authority of the nonprofit corporation authorized to transact business under this chapter shall be transferred without interruption to the other entity which shall thereafter hold such authority subject to the provisions of the laws of the state of Rhode Island applicable to that type of resulting entity.
R.I. Gen. Laws § 7-12-1 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-1
§ 7-12-1. Provisions in partnership agreements deemed nontestamentary.
Status: in_force

No partnership agreement in writing, or agreement in writing between copartners, either previously or subsequently entered into, is deemed testamentary in character, or for that reason invalid or unenforceable, because the agreement contains a provision: (1) regulating, in the event of the death of any of the partners, the transfer, distribution, or other disposition of the assets of the partnership, or any of them, to or among the surviving partners or any of them, or their successors, or the estate of the deceased partner; or (2) regulating, in the event of death, the use of the firm name by the surviving partners, or their successors, or any of them; or (3) regulating the destination, distribution, or other disposition of the proceeds of any policy or policies of insurance upon the life of any partner; nor is any provision contained in any partnership agreement or in any agreement between copartners testamentary in character or for that reason invalid or unenforceable; provided, however, that this section shall not be construed to affect the rights of the heirs, next of kin, devisees or creditors of a partner who has deceased prior to March 10, 1932.
R.I. Gen. Laws § 7-16-62 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-62
§ 7-16-62. Articles of merger or consolidation.
Status: in_force

(a) After a plan of merger or consolidation is approved by all domestic constituent entities as provided in § 7-16-61, the surviving entity or the new entity shall deliver in duplicate to the secretary of state for filing articles of merger or consolidation duly executed by each constituent entity setting forth:

(1) The identity of each constituent entity by name, type and state or other jurisdiction under whose laws it is organized or formed;

(2) The plan of merger or consolidation;

(3) The effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation;

(4) The identity of the surviving entity or the new entity by name, type and state or other jurisdiction under whose laws it is organized or formed; and

(5) A statement that the plan of merger was authorized and approved by each constituent entity.

(b) A merger or consolidation takes effect on the later of the effective date of the filing of the articles of merger or consolidation or the date set forth in the plan of merger or consolidation.

(c) Articles of merger or consolidation shall act as a certificate of cancellation for each domestic limited partnership party to the merger or consolidation that is not the surviving entity or the new entity.
R.I. Gen. Laws § 7-16-59 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-59
§ 7-16-59. Merger or consolidation.
Status: in_force

Any provision of chapters 1.2 and 13 of this title to the contrary notwithstanding:

(1) Any one or more domestic or foreign limited liability companies may merge or consolidate with or into any one or more domestic or foreign limited liability companies, limited partnerships or corporations; and

(2) Any one or more limited partnerships or corporations may merge or consolidate with or into any one or more domestic or foreign limited liability companies.
R.I. Gen. Laws § 7-16-3.1 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-3.1
§ 7-16-3.1. Professional services.
Status: in_force

A limited liability company may render professional services, as defined in § 7-5.1-2, as and to the extent permitted under law or rules and regulations of the applicable regulatory agency or agencies, as defined in § 7-5.1-2. Each regulatory agency as so defined is authorized to adopt, subject to applicable law, rules and regulations regarding a domestic and foreign limited liability company rendering professional services. The rules and regulations shall not be inconsistent with law or rules or regulations regarding the rendering of professional services through a professional corporation.
R.I. Gen. Laws § 7-7-10 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-10
§ 7-7-10. Voting rights.
Status: in_force

Only members of an association have the right to vote; and no member is entitled to more than one vote on any question or matter affecting the association or relating to its affairs. Proxy voting is prohibited.
R.I. Gen. Laws § 7-6-48.3 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-48.3
§ 7-6-48.3. Conversion of a domestic nonprofit corporation to other entities.
Status: in_force

(a) A nonprofit corporation of this state may, upon the authorization of a conversion in accordance with this section, convert to a limited liability company, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business or entity, including a partnership (whether general or limited, including a registered limited liability partnership) or a foreign corporation.

(b) If the members of the converting corporation are entitled to vote on it, the board of directors of the corporation shall adopt a resolution, specifying the type of entity into which the corporation shall be converted, the terms and conditions of the conversion, and recommending the approval of such conversion by directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed conversion shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The conversion shall be adopted upon receiving at least a majority of the votes that members present at each meeting or represented by proxy are entitled to cast.

(c) If any converting corporation has no members, or no members entitled to vote on it, a resolution for conversion shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.

(d) The corporation shall file with the secretary of state a certificate of conversion to non-Rhode Island entity, executed by its president and vice president and by its secretary or an assistant secretary, that certifies:

(1) The name of the corporation, and if it has been changed, the name under which it was originally incorporated;

(2) The date of filing of its original articles of incorporation with the secretary of state;

(3) The name and jurisdiction of the entity and type of entity to which the corporation shall be converted;

(4) That the conversion has been approved in accordance with the provisions of this section;

(5) The agreement of the corporation that it may be served with process in the state of Rhode Island in any action, suit, or proceeding for enforcement of any obligation of the corporation arising while it was a corporation of this state, and that it irrevocably appoints the secretary of state as its agent to accept service of process in any such action, suit, or proceeding; and

(6) The address to which a copy of the process referred to in subsection (d)(5) of this section shall be mailed to it by the secretary of state. In the event of service upon the secretary of state in accordance with subsection (d)(5) of this section, the secretary of state shall forthwith notify the corporation that has converted out of the state of Rhode Island by letter, certified mail, return receipt requested, directed to the corporation that has converted out of the state of Rhode Island at the address so specified, unless the corporation shall have designated in writing to the secretary of state a different address for this purpose, in which case it shall be mailed to the last address designated. The letter shall enclose a copy of the process and any other papers served on the secretary of state pursuant to this subsection. It shall be the duty of the plaintiff in the event of service to serve process and any other papers in duplicate; to notify the secretary of state that service is being effected pursuant to this subsection; and to pay the secretary of state the sum of fifteen dollars ($15.00) for the use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any service setting forth the name of the plaintiff and the defendant; the title, docket number, and nature of the proceeding in which process has been served; the fact that service has been effected pursuant to this subsection; the return date thereof; and the day and hour service was made. The secretary of state shall not be required to retain such information longer than five (5) years from receipt of the service of process.

(e) Upon the filing in the office of the secretary of state of a certificate of conversion to non-Rhode Island entity in accordance with subsection (d) of this section, or upon the future effective date or time of the certificate of conversion to non-Rhode Island entity and payment to the secretary of state of all fees prescribed under this title, the secretary of state shall certify that the corporation has filed all documents and paid all fees required by this title, and thereupon the corporation shall cease to exist as a corporation of this state at the time the certificate of conversion becomes effective. The certificate of the secretary of state shall be prima facie evidence of the conversion by the corporation out of the state.

(f) The conversion of a corporation out of the state in accordance with this section and the resulting cessation of its existence as a corporation of this state pursuant to a certificate of conversion to non-Rhode Island entity shall not be deemed to affect any obligations or liabilities of the corporation incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of law applicable to the corporation with respect to matters arising prior to such conversion.

(g) Unless otherwise provided in a resolution of conversion adopted in accordance with this section, the converting corporation shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not constitute a dissolution of such corporation.

(h) When a corporation has been converted to another entity or business form pursuant to this section, the other entity or business form shall, for all purposes of the laws of the state, be deemed to be the same entity as the corporation. When any conversion shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges, and powers of the corporation that has converted, and all property, real, personal, and mixed, and all debts due to the corporation, as well as all other things and causes of action belonging to the corporation, shall remain vested in the other entity or business form to which the corporation has converted and shall be the property of the other entity or business form, and the title to any real property vested by deed or otherwise in the corporation shall not revert to the corporation or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of the corporation shall be preserved unimpaired, and all debts, liabilities, and duties of the corporation that has converted shall remain attached to the other entity or business form to which the corporation has converted, and may be enforced against it to the same extent as if the debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as the other entity or business form. The rights, privileges, powers, and interest in property of the corporation that has converted, as well as the debts, liabilities, and duties of the corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such corporation has converted for any purposes of the laws of the state.
R.I. Gen. Laws § 7-16-66 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-66
§ 7-16-66. Annual report of domestic and foreign limited liability companies.
Status: in_force

(a) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state, shall file, between the first day of February and the first day of May in each year following the calendar year in which its original articles of organization or application for registration were filed with the secretary of state, an annual report setting forth:

(1) The name and address of the principal office of the limited liability company;

(2) The state or other jurisdiction under the laws of which it is formed;

(3) [Deleted by P.L. 2021, ch. 137, § 3 and P.L. 2021, ch. 138, §3.]

(4) The current mailing address of the limited liability company and the name or title of a person to whom communications may be directed;

(5) A brief statement of the character of the business in which the limited liability company is actually engaged in this state; and

(6) Any additional information required by the secretary of state.

(7) [Deleted by P.L. 2021, ch. 137, § 3 and P.L. 2021, ch. 138, § 3.]

(b) The information in the annual report shall be given as of the date of the execution of the report. It shall be executed by an authorized person of the domestic limited liability company and by a person with authority to do so under the laws of the state or other jurisdiction of organization of a foreign limited liability company. Proof to the satisfaction of the secretary of state that prior to May 1 the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be timely filed.

(c) If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the limited liability company for any necessary corrections, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the limited liability company by the secretary of state.

(d) Each limited liability company, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) per year.
R.I. Gen. Laws § 7-6-48.2 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-48.2
§ 7-6-48.2. Filing of certificate of conversion to corporation (nonprofit).
Status: in_force

(a) The certificate of conversion to corporation (nonprofit) shall be delivered to the secretary of state. If the secretary of state finds that the certificate of conversion to corporation (nonprofit) conforms to law, the secretary of state shall, when all fees have been paid as prescribed in subsection (b) of this section:

(1) Endorse on the original the word Filed, and the month, day, and year of the filing;

(2) File the original in the secretary of states office; and

(3) Issue a certificate of conversion to corporation (nonprofit).

(b) The secretary of state shall charge and collect for filing a certificate of conversion (nonprofit), twenty-five dollars ($25.00).

(c) The certificate of conversion to corporation (nonprofit) shall be delivered to the corporation.
R.I. Gen. Laws § 7-6-81 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-81
§ 7-6-81. Merger of foreign corporation authorized to conduct affairs in this state.
Status: in_force

Whenever a foreign corporation authorized to conduct affairs in this state is a party to a statutory merger permitted by the laws of the state or country under the laws of which it is incorporated, and the corporation is the surviving corporation, it shall, within thirty (30) days after the merger becomes effective, file with the secretary of state a copy of the articles of merger duly certified by the proper officer of the state or country under the laws of which the statutory merger was effected. It is not necessary for the corporation to procure either a new or amended certificate of authority to conduct affairs in this state unless the name of the corporation is changed by the merger or unless the corporation desires to pursue in this state other or additional purposes than those that it is then authorized to pursue in this state.
R.I. Gen. Laws § 7-8-12 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-12
§ 7-8-12. Voting rights.
Status: in_force

Each member of an association shall have only one vote, except that where an association includes among its members any number of other associations or groups organized on a cooperative basis, the voting rights of the member associations or groups may be as prescribed in the articles of association or bylaws. However, voting by the member organizations shall in no case be on the basis of the number of shares held by the organization.
R.I. Gen. Laws § 7-6-84 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-84
§ 7-6-84. Filing of application for withdrawal.
Status: in_force

(a) The application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that the application conforms to the provisions of this chapter, the secretary of state shall, when all fees have been paid as prescribed in this chapter:

(1) Endorse on the original the word Filed, and the month, day, and year of the filing;

(2) File the original in the secretary of states office;

(3) Issue a certificate of withdrawal.

(b) The certificate of withdrawal shall be delivered to the corporation or its representative. Upon the issuance of the certificate of withdrawal, the authority of the corporation to conduct affairs in this state ceases.
R.I. Gen. Laws § 7-7-12 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-12
§ 7-7-12. Transfer of stock.
Status: in_force

The transfer of common stock of an association is restricted to persons engaged in the production of the products handled by an association subject to any provisions in its articles or bylaws consistent with this chapter. An association may provide in its articles or bylaws that it is to have the prior right to purchase, on any terms that it determines, any of its common stock that may be offered for sale.
R.I. Gen. Laws § 7-15-3.1 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-3.1
§ 7-15-3.1. Criminal forfeiture procedures.
Status: in_force

(a) The attorney general shall set forth with reasonable particularity the property that the attorney general seeks to forfeit pursuant to this chapter.

(b) The court may, upon application of the attorney general, enter a restraining order or injunction, require any person claiming any interest in the subject property to execute a satisfactory performance bond to the state, or take any other action to preserve the availability of property subject to forfeiture described in this section, whether prior or subsequent to the filing of a complaint, indictment, or information. An order entered prior to the filing of a complaint, indictment, or information is effective for not more than ninety (90) days, unless extended by the court for good cause shown for not more than an additional ninety (90) days, or unless a complaint, indictment, or information has been filed during the period.

(c) Written notice and an opportunity for a hearing prior to any action by the court shall be afforded to persons appearing to have an interest in the property. The hearing, however, is to be limited to the issues of whether:

(1) Based on the preponderance of the evidence that the state will prevail on the issue of forfeiture and that failure to enter the order will result in the property being destroyed, conveyed, encumbered or further encumbered, removed from the jurisdiction of the court, or otherwise made unavailable for forfeiture; and

(2) The need to preserve the availability of property through the entry of the requested order outweighs the hardship on any party against whom the order is to be entered.

(d) A temporary restraining order under this section with respect to the property may be entered upon application of the attorney general without notice or opportunity for a hearing when a complaint, information, or indictment has not yet been filed, if the attorney general demonstrates that there is probable cause to believe that the property as to which the order is sought would, in the event of conviction, be subject to forfeiture under this section and that provision of notice will jeopardize the availability of the property for forfeiture. The temporary restraining order expires within ten (10) days of the date on which it is entered, unless extended for good cause shown for not more than an additional ten (10) days, or unless the party against whom it is entered consents to an extension for a longer period.

(1) A hearing requested by any party in interest concerning an order entered under this subsection shall be held at the earliest possible time and prior to the expiration of the temporary order.

(2) The court may receive and consider, at a hearing held pursuant to this subsection, evidence and information that would be admissible under the rules of evidence.

(e)(1) Upon conviction of a person for a violation of this chapter, the court shall enter a judgment of forfeiture to the state of the property described and shall also authorize the attorney general to seize all property ordered forfeited upon any terms and conditions that the court deems proper. Following the entry of an order declaring the property forfeited, the court may, upon application of the attorney general, enter appropriate restraining orders or injunctions; require the execution of satisfactory performance bonds, appoint receivers, conservators, appraisers, accountants, or trustees; or take any other action to protect the interest of the state in the property ordered forfeited. Any income accruing to, or derived from, an enterprise or an interest in an enterprise that has been ordered forfeited under this section may be used to offset ordinary and necessary expenses of the enterprise as required by law and expenses that are necessary to protect the interests of the state or innocent third parties.

(2) All right, title, and interest in property described in this section vests in the state upon the commission of the act giving rise to forfeiture under this act. Any property that is subsequently transferred to any person may be the subject of a special verdict of forfeiture and subsequently shall be ordered forfeited to the state, unless the transferee establishes in a hearing pursuant to subsection (f) that he or she is a bona fide purchaser for value of the property who, at the time of purchase, was reasonably without cause to believe that the property was subject for forfeiture.

(f) Procedures subsequent to the special verdict of forfeiture are as follows:

(1) Following the entry of an order of forfeiture under this section, the state shall publish notice of the order and of its intent to dispose of the property for at least seven (7) successive court days in any manner that the court orders. The state shall also, to the extent practicable, provide written notice to all parties known to have an interest in the property and all parties whose identity is reasonably subject to discovery and who may have an interest in the forfeited property.

(2) Any person, other than the defendant, asserting an interest in property that has been ordered forfeited to the state pursuant to this section may, within one hundred and eighty (180) days of the final publication of notice or his, her, or its receipt of notice as stated in this section, whichever is earlier, petition the court for a hearing to adjudicate the validity of his, her, or its alleged interest in the property. The hearing shall be held by the court without a jury.

(3) The petition shall be signed by the petitioner under penalty of perjury and shall set forth the nature and extent of the petitioners right, title, or interest in the property; the time and circumstances of the petitioners acquisition of the right, title, or interest in the property; any additional facts supporting the petitioners claim; and the relief sought.

(4) The hearing on the petition shall, to the extent practicable and consistent with the interest of justice, be held within thirty (30) days of the filing of the petition. The court may consolidate the hearing on the petition with a hearing on any other petition filed by a person other than the defendant and concerning the same property.

(5) At the hearing, the petitioner may testify and present evidence and witnesses on the petitioners own behalf, and cross examine witnesses who appear at the hearing. The state may present evidence and witnesses in rebuttal and in defense of its claim to the property and cross examine witnesses who appear at the hearing. In addition to testimony and evidence presented at the hearing, the court shall consider the relevant portions of the record of the criminal case that resulted in the order of forfeiture.

(6) In accordance with its findings at the hearing, the court shall amend the order of forfeiture if it determines that the petitioner has established by a preponderance of the evidence that the petitioner:

(i) Has a right, title, or interest in the property, and the right, title, or interest was vested in the petitioner rather than the defendant or was superior to any right, title, or interest of the defendant at the time of the commission of the acts which gave rise to the forfeiture of the property under this section;

(ii) Is a bona fide purchaser for value of any right, title, or interest in the property and was at the time of purchase reasonably without cause to believe that the property was subject to forfeiture under this chapter; or

(iii) Was a victim of the violation of this chapter and is entitled to compensation pursuant to §7-15-4(c), in which case the court shall order the escrow of a sufficient amount to satisfy any judgment that may be obtained in an action brought pursuant to that section.

(7) Following the courts disposition of all petitions filed under this section, or if no petitions are filed, following the expiration of the period provided in this section for the filing of petitions, the state has clear title to property that is the subject of the order of forfeiture and is able to transfer good and sufficient title to any subsequent purchaser, transferee, or fund as provided in this section.

(8) Except as provided in this section, no party claiming an interest in property subject to forfeiture under this section may:

(i) Intervene in a trial or appeal of a criminal case involving the forfeiture of property; or

(ii) Commence any action against the state concerning the validity of the alleged interest in the property subsequent to the filing of a complaint, information, or indictment alleging that the property is subject to forfeiture.

(g) In order to facilitate the identification or location of property declared forfeited and to facilitate the disposition of petitions filed pursuant to this section, after the entry of an order declaring property forfeiture to the state, the court may, upon application of the attorney general or the petitioner, order that the testimony of any witness relating to the property forfeited be taken by deposition and that any designated book, paper, document, record, recording (electronic or otherwise), or other material not privileged be produced at the same time and place and in the same manner as provided for the taking of depositions under the rules of civil procedure.

(h) If any of the property described in this section:

(1) Cannot be located;

(2) Has been transferred to, sold to, or deposited with a third party;

(3) Has been placed beyond the jurisdiction of the court;

(4) Has been substantially diminished in value by any act or omission of the defendant; or

(5) Has been commingled with other property which cannot be divided without difficulty;

the court shall order the forfeiture of any other property of the defendant up to the value of the subject property.

(i) The court has jurisdiction to enter orders as provided in this section regarding property located within this state that may be subject to forfeiture under this chapter or that has been ordered forfeited under this chapter.
R.I. Gen. Laws § 7-8-1 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-1
§ 7-8-1. Short title.
Status: in_force

This chapter may be cited as the Consumer Cooperative Association Law.
R.I. Gen. Laws § 7-12-4 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-4
§ 7-12-4. Separate composition with creditors on dissolution of partnership.
Status: in_force

Whenever any copartnership is dissolved, any person who was embraced in the copartnership may make a separate composition or compromise with any one of or all the creditors of the copartnership.
R.I. Gen. Laws § 7-7-7 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-7
§ 7-7-7. Bylaws.
Status: in_force

Each association incorporated under this chapter shall, within thirty (30) days after its incorporation, adopt for its government and management a code of bylaws consistent with these provisions. A two-thirds ( ) vote of the members present at any meeting at which a quorum is present is necessary to adopt bylaws or make any change or amendment of them if notice of the adoption, change, or amendment was included in the call of the meeting.
R.I. Gen. Laws § 7-6-30 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-30
§ 7-6-30. Books and records.
Status: in_force

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.
R.I. Gen. Laws § 7-16-67 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-67
§ 7-16-67. Filing of returns with the tax administrator  Annual charge.
Status: repealed

(a) A return, in the form and containing the information as the tax administrator may prescribe, shall be filed with the tax administrator by the limited liability company:

(1) In case the fiscal year of the limited liability company is the calendar year, on or before the fifteenth day of March in the year following the close of the fiscal year; and

(2) In case the fiscal year of the limited liability company is not a calendar year, on or before the fifteenth day of the third month following the close of the fiscal year.

(b) For tax years on or after January 1, 2016, a return, in the form and containing the information as the tax administrator may prescribe, shall be filed with the tax administrator by the limited liability company and shall be filed on or before the date a federal tax return is due to be filed, without regard to extension.

(c) An annual charge shall be due on the filing of the limited liability companys return filed with the tax administrator and shall be paid to the division of taxation as follows:

(1) If the limited liability company is treated as a corporation for purposes of federal income taxation, it shall pay the taxes as provided in chapters 11 and 12 [repealed] of title 44; or

(2) If the limited liability company is not treated as a corporation for purposes of federal income taxation, it shall pay a fee in an amount equal to the minimum tax imposed upon a corporation under § 44-11-2(e). The due date for a limited liability company that is not treated as a corporation for purposes of federal income taxation shall be on or before the fifteenth day of the fourth month following the close of the fiscal year.

(d) For tax years on or after January 1, 2016, a return, in the form and containing the information as the tax administrator may prescribe, shall be filed with the tax administrator by the limited liability company and shall be filed on or before the date a federal tax return is due to be filed, without regard to extension.

(e) The annual charge is delinquent if not paid by the due date for the filing of the return and an addition of one hundred dollars ($100) to the charge is then due.
R.I. Gen. Laws § 7-7-15 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-15
§ 7-7-15. Amendment of articles.
Status: in_force

The articles of association of any association formed under this chapter may be changed or amended. Any change or amendment must first be approved by two-thirds ( ) of the directors of an association and then must be adopted by a majority of its members through their vote on it or their written assent to it. An original and a duplicate of any amendment adopted, with a statement showing that the amendment has been adopted by vote of the members and the date of adoption, signed and sworn to by the president or vice-president and the secretary or assistant secretary of the corporation, shall be filed in the office of the secretary of state, who shall, upon the payment to him or her of a fee of five dollars ($5.00), certify the duplicate and issue the certificate to the corporation.
R.I. Gen. Laws § 7-6-6 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-6
§ 7-6-6. Indemnification.
Status: in_force

(a) As used in this section:

(1) Corporation includes:

(i) Any corporation whether foreign or domestic, and whether a nonprofit or a for-profit corporation all of the profits of which go to a nonprofit corporation; and

(ii) Any domestic or foreign predecessory entity of the corporation in a merger, consolidation, or other transaction in which the predecessors existence ceased upon consummation of the transaction.

(2) Director means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan.

(3) Expenses include attorneys fees.

(4) Official capacity means:

(i) When used with respect to a director, the office of director in the corporation.

(ii) When used with respect to a person other than a director, as contemplated in subsection (i), the elective or appointive office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or employee benefit plan.

(5) Party includes a person who was, is, or is threatened to be made, a named defendant or respondent in a proceeding.

(6) Proceeding means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative.

(b)(1) A corporation has power to indemnify any person made a party to any proceeding by reason of the fact that the person is or was a director if:

(i) He or she conducted himself or herself in good faith; and

(ii) He or she reasonably believed:

(A) In the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests; and

(B) In all other cases, that his or her conduct was at least not opposed to its best interests; and

(iii) In the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

(2) Indemnification may be made against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; except that if the proceeding was by or in the right of the corporation, indemnification may be made only against the reasonable expenses and shall not be made in respect of any proceeding in which the person has been adjudged to be liable to the corporation. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the person did not meet the requisite standard of conduct set forth in this subsection.

(c) A director is not indemnified under subsection (b) in respect of any proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she has been adjudged to be liable on the basis that personal benefit was improperly received by him or her.

(d)(1) Unless limited by the articles of incorporation:

(i) A director who is wholly successful, on the merits or otherwise, in the defense of any proceeding referred to in subsection (b) is indemnified against reasonable expenses incurred by the director in connection with the proceeding; and

(ii) A court of appropriate jurisdiction, upon application of a director and any notice that the court requires, has authority to order indemnification in the following circumstances:

(A) If it determines a director is entitled to reimbursement under subsection (d)(1)(i), the court shall order indemnification, in which case the director is also entitled to recover the expenses of securing the reimbursement; or

(B) If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director has met the standard of conduct described in subsection (b) or has been adjudged liable in the circumstances described in subsection (c), the court may order any indemnification that it deems proper, except that indemnification with respect to any proceeding by or in the right of the corporation or in which liability has been adjudged in the circumstances described in subsection (c) is limited to expenses.

(2) A court of appropriate jurisdiction may be the same court in which the proceeding involving the directors liability took place.

(e)(1) No indemnification under subsection (b) shall be made by the corporation unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct described in subsection (b). The determination shall be made:

(i) By the board of directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(ii) If a quorum cannot be obtained, then by a majority vote of a committee of the board, duly designated to act in the matter by a majority vote of the full board (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding;

(iii) By special legal counsel, selected by the board of directors or a committee of the board by vote as described in subsection (e)(1)(i) or (e)(1)(ii), or, if the requisite quorum of the full board cannot be obtained for the vote and the committee cannot be established, by a majority vote of the full board (in which selection directors who are parties may participate); or

(iv) By the members.

(2) Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in a manner specified in subsection (e)(1)(iii) for the selection of counsel. Directors who are parties to the proceeding shall not, as members, vote on the subject matter under this subsection (e).

(f) Reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceedings upon receipt by the corporation of:

(1) A written affirmation by the director of the directors good-faith belief that the director has met the standard of conduct necessary for indemnification by the corporation as authorized in this section; and

(2) A written undertaking by or on behalf of the director to repay the amount if it is ultimately determined that the director has not met the standard of conduct, and after a determination that the facts then known to those making the determination would not preclude indemnification under this section. The undertaking required by this subsection (f)(2) is an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payments under this subsection (f) shall be made in the manner specified in subsection (e).

(g) The indemnification provided by this section is not deemed exclusive of any other rights to which those seeking indemnification are entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office, and continues as to a person who ceases to be a director, officer, partner, trustee, employee, or agent and inures to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this section limits the corporations power to pay or reimburse expenses incurred by a director in connection with his or her appearance as a witness in a proceeding at a time when he or she has not been named a defendant or respondent in the proceeding.

(h) For purposes of this section, the corporation is deemed to have requested a director to service an employee benefit plan whenever the performance by the director of the directors duties to the corporation also imposes duties on, or otherwise involves services by, the director to the plan or participants or beneficiaries of the plan; excise taxes assessed on a director regarding an employee benefit plan pursuant to applicable law are deemed fines; and action taken or omitted by the director regarding an employee benefit plan in the performance of the directors duties for a purpose reasonably believed by the director to be in the interest of the participants and beneficiaries of the plan are deemed to be for a purpose that is not opposed to the best interests of the corporation.

(i) Unless limited by the articles of incorporation:

(1) An officer of the corporation is indemnified to the same extent provided in subsection (d) for a director and is entitled to the same extent as a director to seek indemnification pursuant to the provisions of subsection (d);

(2) A corporation has the power to indemnify and to advance expenses to an officer, employee, or agent of the corporation to the same extent that it may indemnify and advance expenses to directors pursuant to this section; and

(3) A corporation, in addition, has the power to indemnify and to advance expenses to an officer, employee, or agent who is not a director to any further extent, consistent with law, that is provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

(j) A corporation has power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against the director and incurred by the director in any capacity or arising out of the directors status as director, whether or not the corporation would have the power to indemnify the director against liability under the provisions of this section.

(k) Any indemnification of, or advance of expenses to, a director in accordance with this section, if arising out of a proceeding by or in the right of the corporation, shall be reported, in writing, to the members with or before the notice of the next members meeting.
R.I. Gen. Laws § 7-16-32 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-32
§ 7-16-32. Liability upon wrongful distribution.
Status: in_force

(a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or of § 7-16-31 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement or § 7-16-31.

(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution:

(1) From each other member or manager who could be held liable under subsection (a) for the unlawful distribution; and

(2) From each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or § 7-16-31.

(c) A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution is measured under § 7-16-31.
R.I. Gen. Laws § 7-8-18 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-18
§ 7-8-18. Share and membership certificates.
Status: in_force

(a) No certificate for share or membership capital shall be issued until its par value has been paid for in full. There shall be printed on each certificate issued by an association a full or condensed statement of the requirements of § 7-8-12, the first clause of the first sentence of § 7-8-13, and §§ 7-8-20  7-8-24.

(b) Each member, upon fulfilling the requirements of § 7-8-17, and of the articles of association, and/or bylaws of the association, including approval of his or her membership by the board of directors, if required, is entitled to a certificate for the amount of his paid-up share or membership capital.
R.I. Gen. Laws § 7-16-2 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-2
§ 7-16-2. Definitions.
Status: in_force

As used in this chapter, unless the context otherwise requires:

(1) Articles of organization means documents filed under § 7-16-5 for the purpose of forming a limited liability company.

(2) Authorized person means a person, whether or not a member, who or that is authorized by the articles of organization, by an operating agreement, or otherwise, to act on behalf of a limited liability company or foreign limited liability company as an officer, manager or otherwise.

(3) Bankruptcy means a proceeding under the United States Bankruptcy Code or under state insolvency or receivership law.

(4) Business means any trade, occupation or other commercial activity engaged in for gain, profit or livelihood for which a corporation can be organized under chapter 1.2 of this title.

(5) Capital contribution means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a member contributes to a limited liability company in his or her capacity as a member.

(6) Capital value means the fair market value in each case as of the date contributed of a members capital contributions, including a contribution of services previously performed or a contribution of a binding obligation to perform services, reduced by distributions made to the member.

(7) Constituent entity means each limited liability company, limited partnership or corporation that is a party to a plan of merger or consolidation.

(8) Corporation means a business corporation formed under chapter 1.2 of this title or a foreign corporation.

(9) Court includes every court and judge having jurisdiction in the case.

(10) Delivering/Delivered means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state.

(11) Electronic transmission means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(12) Filing means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.

(13) Foreign corporation means a business corporation formed under the laws of any state other than this state or any foreign country.

(14) Foreign limited liability company means a limited liability company formed under the laws of any state other than this state or any foreign country.

(15) Foreign limited partnership means a limited partnership formed under the laws of any state other than this state or any foreign country.

(16) Limited liability company or domestic limited liability company means an entity that is organized and existing under the laws of this state pursuant to this chapter.

(17) Limited partnership means a limited partnership formed under the laws of this state or a foreign limited partnership.

(18) L3C or low-profit limited liability company means a limited liability company that is organized and existing under the laws of this state under this chapter and that satisfies the requirements of § 7-16-76.

(19) Manager or Managers means a person or persons designated by the members of a limited liability company to manage the limited liability company.

(20) Member means a person with an ownership interest in a limited liability company with the rights and obligations specified under this chapter.

(21) Membership interest, ownership interest or interest means a members rights in the limited liability company, collectively, including the members share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability companys assets, and any right to vote or participate in management of the limited liability company.

(22) New entity means the entity into which constituent entities consolidate, as identified in the articles of consolidation provided for in § 7-16-62.

(23) Operating agreement means any agreement, written or oral, of the members as to the affairs of a limited liability company and the conduct of its business. An operating agreement also includes a document adopted by the sole member of a limited liability company that has only one member and may include as a party one or more managers who are not members.

(24) Person means a natural person, partnership, limited partnership, domestic or foreign limited liability company, trust, estate, corporation, non-business corporation or other association.

(25) Signature or Signed or Executed means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state.

(26) State means a state, territory or possession of the United States, or the District of Columbia.

(27) Surviving entity means the constituent entity surviving a merger, as identified in the articles of merger provided for in § 7-16-62.
R.I. Gen. Laws § 7-12-10 — RI Code / Title 7 / Chapter 7-12 / Section 7-12-10
§ 7-12-10. Application to joint debtors.
Status: in_force

The provisions of §§ 7-12-4  7-12-9 in reference to copartners extend to joint debtors who may individually compound or compromise for their joint indebtedness, with the like effect to creditors and to joint debtors of the person compromising as is provided in this section in reference to copartners.
R.I. Gen. Laws § 7-16-43 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-43
§ 7-16-43. Withdrawal of certificate of revocation.
Status: reserved

(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-16-42, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited liability company in good standing as if its certificate of organization or certificate of registration had not been revoked except as subsequently provided:

(1) On the filing by the limited liability company of the documents it had previously failed to file as set forth in subdivisions (3)  (6) of § 7-16-41(a);

(2) On the payment by the limited liability company of a penalty in the amount of fifty dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate of revocation; and

(3) Upon the filing by the limited liability company of a certificate of good standing from the Rhode Island division of taxation.

(b) If, as permitted by the provisions of this chapter or chapters 1.2, 6, 12, or 13 of this title, another limited liability company, business or nonprofit corporation, registered limited liability partnership or a limited partnership, or in each case domestic or foreign, authorized and qualified to transact business in this state, bears or has filed a fictitious business name statement as to or reserved or registered a name that is the same as, the name of the limited liability company with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation on the reinstated limited liability companys amending its articles of organization or certificate of registration so as to designate a name that is not the same as its former name.
R.I. Gen. Laws § 7-16-77 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-77
§ 7-16-77. Confirmation of state fees and taxes.
Status: in_force

(a) Notwithstanding any other provisions of the general laws, when any section of this chapter refers to state fees and/or taxes paid as required by § 7-16-67, the division of taxation is authorized to respond and share tax information with the secretary of states office in response to a request from that office regarding an entitys tax status as compliant or noncompliant.

(b) If the secretary of states office receives notice from the division of taxation that the limited liability company has failed to pay any fees or taxes due to this state, the secretary of state shall issue notice and begin revocation proceedings in accordance with the provisions of § 7-16-41.

(c) The notice of revocation may state as the basis for revocation that the taxpayer failed to pay state fees and/or taxes to the division of taxation as required by § 7-16-67. However, the secretary of states office must otherwise protect all state and federal tax information in its custody as required by § 7-16-67.1 and refrain from disclosing any other specific tax information.

(d) For filings remitted and recorded in accordance with any section of this chapter that refers to state fees and/or taxes paid as required by § 7-16-67, the secretary of states office may request from the division of taxation a tax status check as outlined in subsection (a) of this section. If the secretary of states office receives notice from the division of taxation that the limited liability company has failed to pay any fees or taxes due to this state, the secretary of state shall begin revocation proceedings in accordance with subsections (b) and (c) of this section.
R.I. Gen. Laws § 7-15-6 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-6
§ 7-15-6. Application.
Status: in_force

It is not a defense in any action brought under this chapter that the racketeering activity as defined in § 7-15-1(c) occurred prior to May 5, 1979.
R.I. Gen. Laws § 7-6-27 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-27
§ 7-6-27. Place and notice of directors meetings.
Status: in_force

(a) Regular or special meetings of the board of directors may be held either within or without this state, and on the notice that the bylaws prescribe. Attendance of a director at any meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.

(b) Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, and participation by that means constitutes presence in person at a meeting.
R.I. Gen. Laws § 7-16-48 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-48
§ 7-16-48. Law governing foreign limited liability companies.
Status: in_force

(a) Subject to the constitution of this state:

(1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members; and

(2) A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state.

(b) A foreign limited liability company holding a valid registration in this state has no greater rights and privileges than a domestic limited liability company. The registration shall not be deemed to authorize the foreign limited liability company to exercise any of its powers or conduct any business that a domestic limited liability company is not permitted by law to exercise or conduct in this state.
R.I. Gen. Laws § 7-8-29 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-29
§ 7-8-29. Bonding of officers and employees.
Status: in_force

Every individual acting as officer or employee of an association, and handling funds or securities amounting to one thousand dollars ($1,000) or more in any one year, shall be covered by an adequate bond as determined by the board of directors, and at the expense of the association.
R.I. Gen. Laws § 7-16-37 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-37
§ 7-16-37. Rights of judgment creditor.
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of judgment with interest. To the extent charged, the judgment creditor has only the rights of an assignee of the membership interest. This chapter does not deprive any member of the benefit of any exemption laws applicable to that members membership interest.
R.I. Gen. Laws § 7-8-9 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-9
§ 7-8-9. Amendment of articles.
Status: in_force

(a) The articles of association may be amended, as provided in chapter 1.2 of this title, by an affirmative vote of two-thirds ( ) of the members voting at a meeting duly called for the purpose. If the amendment is to alter the preferences of outstanding shares of any type, or to authorize the issuance of shares having preferences superior to outstanding shares of any type, the affirmative vote of two-thirds ( ) of the members owning the outstanding shares affected by the change is also required for the adoption of the amendment. If the amendment is to alter the rule by which members property rights in a nonshare association are determined, a vote of two-thirds ( ) of the entire membership is required.

(b) Notice of any meeting to consider amendments to the articles of association must be sent at least three (3) weeks in advance of the meeting to each member at his or her last known address, accompanied by the full text of the proposal and the part of the articles to be amended.

(c) There shall be paid to the secretary of state, upon the filing and certification of the articles of amendment, a fee of five dollars ($5.00).
R.I. Gen. Laws § 7-6-75 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-75
§ 7-6-75. Filing of application by foreign corporation for certificate of authority.
Status: in_force

(a) The application of the corporation for a certificate of authority shall be delivered to the secretary of state, together with a certificate of good standing or legal existence issued by the proper officer of the state or country under the laws of which it is incorporated.

(b) If the secretary of state finds that the application conforms to law, the secretary of state shall, when all fees have been paid as prescribed in this chapter:

(1) Endorse on the documents the word Filed, and the month, day, and year of the filing;

(2) File in the secretary of states office the original of the application and certificate of good standing or legal existence issued by the proper officer of the state or country under the laws of which it is incorporated;

(3) Issue a certificate of authority to conduct affairs in this state.

(c) The certificate of authority shall be delivered to the corporation or its representative.
R.I. Gen. Laws § 7-16-50.1 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-50.1
§ 7-16-50.1. Service of process on foreign limited liability company.
Status: in_force

(a) The resident agent appointed by a foreign limited liability company authorized to transact business in this state is an agent of the limited liability company upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.

(b) Whenever a foreign limited liability company authorized to transact business in this state fails to appoint or maintain a resident agent in this state; or whenever any resident agent cannot with reasonable diligence be found at the registered office; or whenever the certificate of authority of a foreign limited liability company is suspended or revoked, the secretary of state is an agent of the foreign limited liability company upon whom any process, notice, or demand may be served. Service on the secretary of state of any process, notice, or demand must be made by delivering to and leaving with him or her, or with any clerk having charge of the corporation department of his or her office, duplicate copies of the process, notice, or demand. In the event any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately forward one of the copies by registered mail, addressed to the foreign limited liability company at its principal office if known to him or her, in the state or country under the laws of which it was organized. Any service had in this manner on the secretary of state is returnable in not less than thirty (30) days.

(c) Every foreign limited liability company as a condition precedent to carrying on business in this state must, and by so carrying on business in this state does, consent that any process, including the process of garnishment, may be served upon the secretary of state in the manner provided by this section, except that notice of the service must be given by the plaintiff or his or her attorney in the manner as the court in which the action is commenced or pending orders as affording the corporation reasonable opportunity to defend the action or to learn of the garnishment. Notwithstanding the preceding requirements, however, once service has been made on the secretary of state as provided, the court has the authority in the event of failure to comply with the requirement of notice to the foreign limited liability company to order notice that is sufficient to apprise it of the pendency of the action against it, and additionally, may extend the time for answering by the foreign limited liability company.

(d) The secretary of state shall keep a record of all processes, notices, and demands served upon him or her under this section, and record in the record the time of the service and his or her action on it. The secretary of state shall not be required to retain such information for a period longer than five (5) years from receipt of the service of process.

(e) Nothing contained in these provisions limits or affects the right to serve any process, notice or demand, required or permitted by law to be served upon a foreign limited liability company in any manner now or subsequently permitted by law.
R.I. Gen. Laws § 7-6-2 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-2
§ 7-6-2. Definitions.
Status: in_force

As used in this chapter, unless the context otherwise requires, the term:

(1) Articles of incorporation means the original or restated articles of incorporation or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations and/or entities.

(2) Authorized representative means a person who is duly authorized by a nonprofit corporations board of directors to act on behalf of the nonprofit corporation.

(3) Board of directors means the group of persons vested with the management of the affairs of the corporation (including, without being limited to, a board of trustees) regardless of the name by which the group is designated.

(4) Bylaws means the code or codes of rules adopted for the regulation or management of the affairs of the corporation regardless of the name, or names, by which the rules are designated.

(5) Corporation or Domestic corporation means a nonprofit corporation subject to the provisions of this chapter, except a foreign corporation.

(6) Delivering/Delivered means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state.

(7) Director means a member of a board of directors.

(8) Electronic transmission means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

(9) Entity includes a domestic or foreign business corporation, domestic or foreign nonprofit corporation, domestic or foreign unincorporated entity, estate, trust, state, the United States, a foreign government, or a governmental subdivision.

(10) Filing means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.

(11) Foreign corporation means a nonprofit corporation organized under laws other than the laws of this state.

(12) Insolvent means inability of a corporation to pay its debts as they become due in the usual course of its affairs.

(13) Member means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws regardless of the name by which the person is designated.

(14) Nonprofit corporation means a corporation of which no part of the income or profit is distributable to its members, directors, or officers, except as otherwise expressly permitted by this chapter.

(15) Signature or signed or executed means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state.

(16) Unincorporated entity means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a governmental subdivision, a state, the United States, or a foreign government. The term includes a general partnership, limited liability company, limited partnership, business or statutory trust, joint stock association, and unincorporated nonprofit association.

(17) Volunteer means an individual performing services for a nonprofit corporation without compensation.
R.I. Gen. Laws § 7-8-15 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-15
§ 7-8-15. Apportionment of directors among units.
Status: in_force

The bylaws may provide for a method of apportioning the number of directors among the units into which the association may be divided, and for the election of directors by the respective units to which they are apportioned.
R.I. Gen. Laws § 7-8-2 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-2
§ 7-8-2. Definitions.
Status: in_force

As used in this chapter, unless the context otherwise requires:

(1) Association means any corporation formed under this chapter.

(2) Capital, in the case of an association formed without capital stock, means the aggregate amount of consideration for which the total number of memberships in the association were issued.

(3) Cooperative basis, as applied to any incorporated or unincorporated group referred to in these provisions, means that:

(i) Each member has only one vote, except as is altered in the articles of association or bylaws by provision for voting by member organizations. However, voting by member organizations shall not be on the basis of the number of shares held by the organizations.

(ii) The maximum rate of return on share or membership capital is not more than eight percent (8%) per year.

(iii) The net savings, or net income, after making provision for payment of return on capital, and for any separate funds and purposes that are not inconsistent with its cooperative character, are allocated or distributed to member patrons, or to all patrons, in proportion to their patronage.

(4) Member means not only a member in a nonshare association but also a member in a share association.

(5) Membership means, in the case of a share association, the status whereby a shareholder becomes entitled to all the rights, including, but not limited to, the right of voting and of receiving dividends on shares, and apportionment of net savings in cash, which accrue to him or her under the articles of association and bylaws upon the acquisition of the minimum number of shares of stock required by the articles of association for membership and upon fulfillment of the eligibility requirements of the association.

(6) Par value, in the case of membership in an association formed without shares, means the consideration, in terms of money, for which the membership was issued.
R.I. Gen. Laws § 7-7-13 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-13
§ 7-7-13. Restriction on dividends.
Status: in_force

No association formed under this chapter shall pay over eight percent (8%) per annum on its capital stock or membership capital.
R.I. Gen. Laws § 7-6-24 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-24
§ 7-6-24. Vacancies on board of directors.
Status: in_force

(a) Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, unless the articles of incorporation or the bylaws provide that a vacancy or created directorship shall be filled in some other manner, in which case the provision shall control.

(b) A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the directors predecessor in office.

(c) Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.
R.I. Gen. Laws § 7-16-52 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-52
§ 7-16-52. Amendments to registration of foreign limited liability company.
Status: in_force

If any statement in the application for registration of a foreign limited liability company was inaccurate when made or a change has occurred, other than a change of mailing address or a change of the name and/or address of the resident agent, the foreign limited liability company shall promptly file in the office of the secretary of state a certificate signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization correcting the inaccuracy or indicating the change.
R.I. Gen. Laws § 7-6-37 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-37
§ 7-6-37. Organization meetings.
Status: in_force

(a) After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles of incorporation may be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers, and the transaction of any other business that may come before the meeting. The incorporators calling the meeting shall give at least three (3) days notice of the meeting by mail to each named director, which notice states the time and place of the meeting.

(b) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three (3) days notice, for any purposes that are stated in the notice of the meeting.
R.I. Gen. Laws § 7-6-9 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-9
§ 7-6-9. Exemption from liability.
Status: in_force

Notwithstanding any other provisions of this chapter:

(a) No person serving without compensation as a volunteer, director, officer, or trustee of a nonprofit corporation, including a corporation qualified as a tax-exempt corporation under § 501(c) of the United States Internal Revenue Code, 26 U.S.C. § 501(c), or of an unincorporated nonprofit organization or an unincorporated public charitable institution qualified as a tax-exempt organization under § 501(c) of the United States Internal Revenue Code, is liable to any person based solely on his or her conduct in the execution of the office or duty unless the conduct of the director, officer, trustee, or volunteer regarding the person asserting the liability constituted malicious, willful, or wanton misconduct. As used in this section, compensation does not include a per diem or per meeting allowance, health insurance benefits, or reimbursement for out of pocket costs and expenses incurred in the service. Nothing in these provisions is construed to exempt a volunteer from liability based upon his or her ownership and/or operation of a motor vehicle.

(b) Officers, directors, agents, servants, volunteers, and employees of a corporation are not liable for bodily injury to any person incurred while the person is practicing for, or participating in, any contest or exhibition of an athletic or sports nature sponsored by the corporation; provided, that the person has, or in the case of a minor, a parent or guardian of the minor has, signed a written waiver of liability of the corporation and acknowledgment of assumption of risk regarding the practicing for, or participating in, any contest or exhibition of an athletic or sports nature sponsored by the corporation.
R.I. Gen. Laws § 7-6-20 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-20
§ 7-6-20. Voting.
Status: in_force

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members.

(b) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws provide otherwise, may vote by proxy executed in writing by the member or by his or her authorized attorney in fact. No proxy is valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.

(c) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote has the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of candidates.

(d) If a corporation has no members or its members have no right to vote, the directors have the sole voting power.
R.I. Gen. Laws § 7-7-21 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-21
§ 7-7-21. Annual tax.
Status: repealed

Each association organized under the provisions of this chapter shall pay to the state an annual tax of five dollars ($5.00) that shall be assessed by the tax administrator at the same time and in the same manner, and is due and payable to, and may be collected by, the general treasurer at the same time and in the same manner as the annual corporation franchise tax provided for by § 44-12-1 [repealed] is assessed, due, payable, and collected; and the association is exempt from all state taxes except the one prescribed in this section.
R.I. Gen. Laws § 7-8-5 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-5
§ 7-8-5. Federation and cooperation between associations.
Status: in_force

In addition to the powers granted to it by § 7-1.2-302, an association has power to:

(1) Own and hold membership in other associations formed under any laws of this state, or of any other state, country, nation, or government, and while the holder thereof, to exercise all the rights of membership;

(2) Make agreements of mutual aid or federation with other associations, other groups organized on a cooperative basis, and other nonprofit groups.
R.I. Gen. Laws § 7-8-17 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-17
§ 7-8-17. Membership of organizations  Payment of capital as prerequisite to membership.
Status: in_force

No corporation or organization or group of any kind shall be eligible to membership in an association unless it is organized on a cooperative or nonprofit basis, and no person, association, or organization or group of any kind shall be deemed a member of an association until the association has received payment in full for the par value of the minimum amount of share or membership capital stated in the articles as necessary to qualify for membership.