R.I. Gen. Laws § 7-8-13 — RI Code / Title 7 / Chapter 7-8 / Section 7-8-13
§ 7-8-13. Proxy and mail votes.
Status: in_force

(a) No member is permitted to vote by proxy, except that the articles of association or bylaws may provide for the casting of ballots by mail and may include in the provisions a provision allowing ballots to be sent to members absent from a meeting. However, the voting shall be only upon candidates for office, or upon propositions the text of which shall have been sent to the members entitled so to vote a specified number of days in advance of the date by which the ballots must be returned.

(b) The articles of association or bylaws may also determine whether and to what extent mail votes are counted in computing a quorum.
R.I. Gen. Laws § 7-16-44 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-44
§ 7-16-44. Appeal from revocation of certificate of organization.
Status: in_force

(a) Any limited liability company aggrieved by the action of the secretary of state in revoking its articles of organization may appeal from the revocation to the superior court by filing with the clerk of the court a petition setting forth the action of the secretary of state.

(b) The matter shall be tried de novo by the superior court, which shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the superior court deems proper.

(c) Appeals from all final orders and judgments entered by the superior court under this section in review of action of the secretary of state may be taken as in other civil actions.
R.I. Gen. Laws § 7-16-24 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-24
§ 7-16-24. Contributions to capital.
Status: in_force

The contribution of a member to a limited liability company must be a capital contribution.
R.I. Gen. Laws § 7-16-8 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-8
§ 7-16-8. Filing.
Status: in_force

(a) The secretary of state may not accept for filing any document under this chapter that does not conform with law.

(b) The secretary of state may not accept for filing any organizational document, qualification, registration, change of resident agent report, service of process, notice, or other document until all required filing and other fees have been paid to the secretary of state.

(c) The secretary of state may not accept for filing any article of dissolution, cancellation of registration, or article of merger until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid.

(d) The secretary of state may not accept for filing the reinstatement of a limited liability companys certificate of organization or registration until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid, as evidenced by an appropriate certificate of good standing issued by the division of taxation.

(e) The secretary of state may not accept for filing a certificate of conversion to a non-Rhode Island entity until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid.

(f) When the secretary of state accepts the articles of organization or a certificate of registration or any other document filed under this chapter, the secretary of state shall:

(1) Endorse on the document the date and time of its acceptance for filing;

(2) Promptly file the document; and

(3) Issue a certificate or other evidence that establishes:

(i) That the document was accepted for filing by the secretary of state; and

(ii) The date and time of the acceptance for filing.

(g) The document becomes effective upon the issuance of the certificate or other evidence or at any later date that is set forth within the document, not more than ninety (90) days after the filing of such document.
R.I. Gen. Laws § 7-16-68 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-68
§ 7-16-68. Limited liability company property.
Status: in_force

Real and personal property owned, purchased, or leased by a limited liability company shall be held, owned, and conveyed in the limited liability company name. Instruments and documents providing for the acquisition, mortgage or disposition of property of the limited liability company are valid and binding on the limited liability company if executed by one or more managers of a limited liability company having a manager or managers or one or more members of a limited liability company in which management has been retained in the members.
R.I. Gen. Laws § 7-7-16 — RI Code / Title 7 / Chapter 7-7 / Section 7-7-16
§ 7-7-16. Marketing contract  Enforcement.
Status: in_force

The marketing contract of any association formed under this chapter may fix as liquidated damages, specific, reasonable sums to be paid by a member to the association upon the breach by him or her of any provisions of the marketing contract regarding the sale or delivery or withholding of products. It may also provide that the member will pay all costs, premiums for bonds, expenses, and fees in case any action is brought upon the contract by the association, and any provisions are valid and enforceable in the courts of this state. In the event of a breach, or threatened breach, of the marketing contract by a member, the board of directors may authorize one of the executive officers of the association to apply to the superior court for the counties of Providence and Bristol for an injunction to prevent the further breach of the contract and for a decree for the specific performance of the contract. Pending the adjudication of the petition, the court, upon the filing of a sufficient bond by the association, may grant any temporary relief that seems to it just and proper.
R.I. Gen. Laws § 7-6-76 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-76
§ 7-6-76. Effect of certificate of authority by foreign corporation.
Status: in_force

Upon the issuance of a certificate of authority by the secretary of state, the corporation is authorized to conduct affairs in this state for those purposes set forth in its application, subject, however, to the right of the state to suspend or to revoke the authority as provided in this chapter.
R.I. Gen. Laws § 7-6-58 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-58
§ 7-6-58. Withdrawal of certificate of revocation.
Status: reserved

(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-57, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing:

(1) Upon filing by the corporation of the documents it had previously failed to file as set forth in § 7-6-56(a)(3)  (a)(6); and

(2) Upon the payment by the corporation of a penalty in the amount 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.

(b) If as permitted by § 7-6-11(b)(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 with respect to or reserved or registered in 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 the 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.

(c) Upon the withdrawal of the certificate of revocation and reinstatement of the corporation in good standing as provided in subsection (a), title to any real estate, or any interest in real estate, held by the corporation at the time of the issuance of the certificate of revocation and not conveyed subsequent to the revocation of its certificate of incorporation shall be deemed to be re-vested in the corporation without further act or deed.
R.I. Gen. Laws § 7-6-14 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-14
§ 7-6-14. Service of process on corporation.
Status: in_force

(a) The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.

(b) Whenever a corporation fails to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, the secretary of state shall be an agent of the corporation upon whom any process, notice, or demand may be served. Service on the secretary of state of any process, notice, or demand is made by delivering to and leaving with the secretary of state or with any clerk having charge of the corporation department of the secretary of states 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 corporation at its registered office. Any service upon the secretary of state is returnable in not less than thirty (30) days.

(c) The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, and shall record in the record the time of service and his or her action with reference to it.

(d) 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 corporation in any other manner now or subsequently permitted by law.
R.I. Gen. Laws § 7-16-4 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-4
§ 7-16-4. Powers.
Status: in_force

Each limited liability company has the power:

(1) To sue, be sued, complain and defend in its name in all courts;

(2) To transact its business, carry on its operations and have and exercise the powers granted by this chapter in any state and in any foreign country;

(3) To make contracts and guarantees, incur liabilities and borrow money, although not in furtherance of the limited liability companys purposes;

(4) To sell, lease, exchange, transfer, convey, mortgage, pledge and otherwise dispose of all or any part of its property and assets although not in furtherance of the limited liability companys purposes;

(5) To acquire by purchase or in any other manner, take, receive, own, hold, improve, use and otherwise deal in and with any interest in real or personal property, wherever situated;

(6) To issue notes, bonds and other obligations and secure any of them by mortgage or deed of trust or security interest of any or all of its assets;

(7) To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of corporations, associations, general or limited partnerships, domestic or foreign limited liability companies, business trusts, and individuals or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any of their instrumentalities;

(8) To invest its surplus funds, lend money from time to time in any manner that is appropriate to enable it to carry on the operations or fulfill the purposes set forth in its articles of organization and take and hold real property and personal property as security for the payment of the funds loaned or invested;

(9) To elect or appoint agents and define their duties and fix their compensation;

(10) To be a promoter, stockholder, partner, member, associate or agent of any corporation, general or limited partnership, domestic or foreign limited liability company, joint venture, trust or other enterprise;

(11) To indemnify and advance expenses to any member, manager, agent or employee, past or present, to the same extent as a corporation formed under chapter 1.2 of this title may indemnify any of its directors, officers, employees or agents and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement, and to purchase and maintain insurance on behalf of any member, manager, agent or employee against any liability asserted against him and incurred by the member, manager, agent or employee in that capacity or arising out of the members, managers, agents or employees status, whether or not the limited liability company would have the power to indemnify under the provisions of this section, the articles of organization or operating agreement;

(12) To make and alter operating agreements, not inconsistent with its articles of organization or with the laws of this state, for the administration and regulation of the business and affairs of the limited liability company;

(13) To lend money and to use its credit to assist its employees;

(14) To make donations for the public welfare or for charitable, scientific or educational purposes;

(15) To pay pensions and establish pension plans, pension trusts, profit sharing plans and other incentive and benefit plans for any or all of its agents and employees;

(16) To provide insurance for its benefit on the life of any of its agents or employees or on the life of any individual member for the purpose of acquiring at the members death the membership interest owned by the member;

(17) To cease its activities and dissolve; and

(18) To do every other act not inconsistent with law that is appropriate to promote and to attain its purposes.
R.I. Gen. Laws § 7-6-57 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-57
§ 7-6-57. Issuance of certificate of revocation.
Status: in_force

(a) Upon revoking any certificate of incorporation, the secretary of state shall:

(1) Issue a certificate of revocation in duplicate;

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

(3) Send to the corporation by regular mail a certificate of revocation, 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 certificate of revocation 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.

(b) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases.
R.I. Gen. Laws § 7-6-10 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-10
§ 7-6-10. Defense of ultra vires.
Status: in_force

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid because the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer, but the lack of capacity or power may be asserted:

(1) In a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems it to be equitable, set aside and enjoin the performance of the contract, and in doing so may allow to the corporation or the other parties to the contract compensation for the loss or damage sustained by either of them that results from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract are not to be awarded by the court as a loss or damage sustained.

(2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the corporation for exceeding their authority.

(3) In a proceeding by the secretary of state, as provided in this chapter, to revoke the certificate of incorporation of the corporation, or in a proceeding by the secretary of state to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the secretary of state.
R.I. Gen. Laws § 7-6-97 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-97
§ 7-6-97. Information disclosed by interrogatories.
Status: in_force

Interrogatories propounded by the secretary of state and the answers to them shall not be open to public inspection nor shall the secretary of state disclose any facts or information obtained from them except insofar as the secretary of states official duty may require the facts or information to be made public or if the interrogatories or the answers to them are required for evidence in any criminal proceedings or in any other action by this state.
R.I. Gen. Laws § 7-15-10 — RI Code / Title 7 / Chapter 7-15 / Section 7-15-10
§ 7-15-10. Construction.
Status: in_force

The provisions of this chapter shall be liberally construed to effectuate its purpose.
R.I. Gen. Laws § 7-16-42 — RI Code / Title 7 / Chapter 7-16 / Section 7-16-42
§ 7-16-42. Issuance of certificates of revocation.
Status: in_force

(a) Upon revoking any such certificate of organization or certificate of registration of the limited liability company, the secretary of state shall:

(1) Issue a certificate of revocation in duplicate;

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

(3) Send to the limited liability company by regular mail a certificate of revocation, addressed to the resident agent of the limited liability company in this state on file with the secretary of states office; provided, however, that if a prior mailing addressed to the address of the resident agent of the limited liability company 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 certificate 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 limited liability company, domestic or foreign, 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 limited liability company that has not yet filed an annual report, then to the domestic limited liability company at the principal office in the articles of organization or to the authorized person listed on the articles of organization, or to the foreign limited liability company at the office required to be maintained by the limited liability company in its state of organization, and no further notice shall be required.

(b) Upon the issuance of the certificate of revocation, the authority of the limited liability company to transact business in this state ceases.
R.I. Gen. Laws § 7-6-23 — RI Code / Title 7 / Chapter 7-6 / Section 7-6-23
§ 7-6-23. Number and election of directors.
Status: in_force

(a) The number of directors of a corporation shall be not less than three (3). Subject to limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors, which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to or as provided by the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number has the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

(b) The directors constituting the first board of directors shall be named in the articles of incorporation and hold office until the first annual election of directors or for any other period that may be specified in the articles of incorporation or the bylaws. Subsequently, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director is one year.

(c) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified.

(d) A director may be removed from office pursuant to any procedure for removal that is provided in the articles of incorporation or in bylaws and that has been approved by the members of the corporation.