reglab/housing_qa huggingface dataset:
RI Gen L § 7-6-40 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-40 - Articles of amendment.

§ 7-6-40. Articles of amendment.The articles of amendment 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) The amendment so adopted;(3) If there are members entitled to vote on the amendment:(i) A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment 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 amendment was adopted by a consent in writing signed by all members entitled to vote on it; and(4) If there are no members, or no members entitled to vote on the amendment, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-41 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-41 - Effectiveness of amendment.

§ 7-6-41. Effectiveness of amendment.(a) The articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment 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 amendment.(b) The certificate of amendment shall be delivered to the corporation or its representative.(c) Upon the issuance of the certificate of amendment by the secretary of state, or upon any later date, not more than 30 days after the filing of articles of amendment, that is set forth in the articles, the amendment becomes effective and the articles of incorporation are deemed to be amended accordingly.(d) No amendment affects any existing cause of action in favor of or against the corporation, or any pending action to which the corporation is a party, or the existing rights of persons other than members; and, in the event the corporate name is changed by amendment, no action brought by or against the corporation under its former name abates for that reason.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4.
RI Gen L § 7-6-41.1 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-41.1 - Certificate of correction.

§ 7-6-41.1. Certificate of correction.(a) Whenever any instrument authorized to be filed with the secretary of state under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed, or acknowledged, the instrument may be corrected by filing with the secretary of state a certificate of correction, which must be executed, acknowledged, and filed in accordance with this section.(b) The corrected instrument must be specifically designated as such in its heading, specify the inaccuracy or defect to be corrected, and set forth the entire instrument in corrected form.(c) The certificate of correction shall be executed by the corporation, by its president or vice president, and by its secretary or an assistant secretary and shall set forth:(1) The name of the corporation.(2) The inaccuracy or defect to be corrected and set forth the portion of the instrument in corrected form.(3) If there are members entitled to vote on the correction:(i) A statement setting forth the date of the meeting of members at which the correction was adopted, that a quorum was present at the meeting, and that the correction 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 correction was adopted by a consent in writing signed by all members entitled to vote on it.(4) If there are no members, or no members entitled to vote on the correction, a statement of the fact, the date of the meeting of the board of directors at which the correction was adopted, and a statement of the fact that the correction received the vote of a majority of the directors in office.(5) The entire instrument in corrected form attached.(d) An instrument corrected in accordance with this section is effective as of the date the original instrument was filed, except as to those individuals who are substantially and adversely affected by the correction and as to those individuals the instrument as corrected is effective from its filing date.History of Section.P.L. 2012, ch. 81, § 1; P.L. 2012, ch. 103, § 1; P.L. 2018, ch. 346, § 6.
RI Gen L § 7-6-43 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-43 - Procedure for merger.

§ 7-6-43. Procedure for merger.(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 merge into one of the entities pursuant to a plan of merger approved in the manner provided in this chapter. This section does not apply to insurance holding company systems as defined in § 27-35-1.(b) Each entity shall adopt a plan of merger setting forth:(1) The names of the entities proposing to merge, and the name of the entity into which they propose to merge, which is subsequently designated as the surviving entity;(2) The terms and conditions of the proposed merger;(3) A statement of any changes in the articles of incorporation of the surviving entity to be effected by the merger; and(4) Such other provisions regarding the proposed merger that are deemed necessary or desirable.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
RI Gen L § 7-6-44 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-44 - Procedure for consolidation.

§ 7-6-44. Procedure for consolidation.(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 consolidate into one of the entities pursuant to a plan of consolidation approved in the manner provided in this chapter. This section does not apply to insurance holding company systems as defined in § 27-35-1.(b) Each entity shall adopt a plan of consolidation setting forth:(1) The names of the entities proposing to consolidate, and the name of the new entity into which they propose to consolidate, which is subsequently designated as the new entity;(2) The terms and conditions of the proposed consolidation;(3) Regarding the new entity, all of the statements required to be set forth in articles of incorporation for entities organized under this chapter; and(4) Any other provisions regarding the proposed consolidation that are deemed necessary or desirable.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
RI Gen L § 7-6-45 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-45 - Approval of merger or consolidation.

§ 7-6-45. Approval of merger or consolidation.(a) A plan of merger or consolidation is adopted in the following manner:(1) If the members of any merging or consolidating corporation are entitled to vote on it, the board of directors of the corporation shall adopt a resolution approving the proposed plan and 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 plan or a summary of the plan 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 proposed plan 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.(2) If any merging or consolidating corporation has no members, or no members entitled to vote on it, a plan of merger or consolidation 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.(3) A limited-liability company party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by § 7-16-21.(4) A domestic limited partnership party to a proposed merger or consolidation shall have the plan of merger or consolidation, unless otherwise provided in the limited partnership agreement, authorized and approved in the manner and by the vote required by the laws of this state for mergers or consolidations of a domestic limited partnership with other limited partnerships or other business entities.(b) After approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to any provisions for abandonment set forth in the plan of merger or consolidation.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
RI Gen L § 7-6-46 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-46 - Articles of merger or consolidation.

§ 7-6-46. Articles of merger or consolidation.(a) Upon approval, articles of merger or articles of consolidation shall duly be executed and shall set forth:(1) The plan of merger or the plan of consolidation;(2) If the members of any merging or consolidating corporation are entitled to vote on the plan, then as to each corporation:(i) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan 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 plan was adopted by a consent in writing signed by all members entitled to vote on it;(3) If any merging or consolidating corporation has no members, or no members entitled to vote on the plan, then as to each corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office;(4) A statement that the plan of merger was authorized and approved by each other constituent entity;(5) The effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation;(6) 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.(b) The articles of merger or articles of consolidation shall be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, he or she 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 merger or a certificate of consolidation.(c) The certificate of merger or certificate of consolidation shall be delivered to the surviving or new entity, as the case may be, or its representative.(d) The articles of merger or consolidation shall act as a certificate of cancellation for each party to the merger or consolidation that is not the surviving entity or the new entity.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
RI Gen L § 7-6-47 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-47 - Effect of merger or consolidation.

§ 7-6-47. Effect of merger or consolidation.(a) Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation is effected.(b) When the merger or consolidation has been effected:(1) The several parties to the plan of merger or consolidation are a single entity, that, in the case of a merger, is that entity designated in the plan of merger as the surviving entity, and, in the case of a consolidation, is the new entity provided for in the plan of consolidation.(2) The separate existence of all parties to the plan of merger or consolidation, except the surviving or new entity, ceases.(3) The surviving or new entity has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of an entity organized under this chapter.(4) The surviving or new entity at that time and subsequently possesses all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating entities; and all property, real, personal, and mixed, and all debts due on any account, and all other choses in action. Every other interest, of or belonging to or due to each of the entities merged or consolidated, is deemed to be transferred to and vested in the single entity without further act or deed. The title to any real estate, or any interest in it, vested in any of the entities does not revert or become in any way impaired because of the merger or consolidation.(5) The surviving or new entity is from that time on responsible and liable for all the liabilities and obligations of each of the entities merged or consolidated. Any claim existing or action or proceeding pending by or against any of the entities may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any entity is impaired by the merger or consolidation.(6) In the case of a merger, the articles of incorporation of the surviving entity are deemed to be amended to the extent that changes in its articles of formation are stated in the plan of merger. In the case of a consolidation, the statements set forth in the articles of consolidation and that are required or permitted to be set forth in the articles of incorporation of entities organized under this chapter are deemed to be the articles of incorporation of the new entity.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
RI Gen L § 7-6-48 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-48 - Merger or consolidation of domestic and foreign corporations.

§ 7-6-48. Merger or consolidation of domestic and foreign corporations.(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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
RI Gen L § 7-6-49 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-49 - Sale, lease, exchange, or mortgage of assets.

§ 7-6-49. Sale, lease, exchange, or mortgage of assets.A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, that is authorized in the following manner:(1) If there are members entitled to vote on it, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge, or other disposition and 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 stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions of the disposition and the consideration to be received by the corporation for it. The authorization shall require at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating to the disposition of the assets, without further action or approval by members.(2) If there are no members, or no members entitled to vote on it, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation is authorized upon receiving the vote of a majority of the directors in office.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-50 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-50 - Voluntary dissolution.

§ 7-6-50. Voluntary dissolution.(a) A corporation may dissolve and wind up its affairs in the following manner:(1) If there are members entitled to vote on dissolution, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation is adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.(2) If there are no members, or no members entitled to vote on dissolution, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.(b) Upon the adoption of the resolution by the members, or by the board of directors if there are no members or no members entitled to vote on dissolution, the corporation shall cease to conduct its affairs except to the extent necessary for the winding up of its affairs, shall immediately mail a notice of the proposed dissolution to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.