reglab/housing_qa huggingface dataset:
RI Gen L § 7-5.2-1 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.2 - Business Combination Act|Section 7-5.2-1 - Short title.

§ 7-5.2-1. Short title.This chapter shall be known and may be cited as the "Business Combination Act of 1990".History of Section.P.L. 1990, ch. 138, § 1.
RI Gen L § 7-5.2-2 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.2 - Business Combination Act|Section 7-5.2-2 - Legislative findings.

§ 7-5.2-2. Legislative findings.The general assembly finds and declares that:(1) The hostile takeover of publicly held domestic corporations by business combinations is generally not in the public interest;(2) A permissive statutory method should be established under which domestic, publicly owned corporations can have available methods to limit hostile takeovers; and(3) In determining whether a takeover, whether by way of tender offer or other acquisition proposal, is desirable, the board of directors of a domestic corporation can review and take into consideration any factors that affect the corporation's employees, suppliers, creditors, customers, and the community in general.History of Section.P.L. 1990, ch. 138, § 1.
RI Gen L § 7-5.2-5 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.2 - Business Combination Act|Section 7-5.2-5 - Exemptions.

§ 7-5.2-5. Exemptions.The provisions of this chapter do not apply:(1) To any business combination of a resident domestic corporation that does not have a class of voting stock registered with the Securities and Exchange Commission pursuant to § 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, unless the articles of incorporation provide otherwise;(2) To any business combination of a resident domestic corporation whose articles of incorporation have been amended to provide that the resident domestic corporation is subject to the provisions of this chapter, that did not have a class of voting stock registered with the Securities and Exchange Commission pursuant to § 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, on the effective date of the amendment, and that is a business combination with an interested shareholder whose stock acquisition date is prior to the effective date of the amendment;(3) To any business combination of a resident domestic corporation:(i) The original articles of incorporation of which contain a provision expressly electing not to be governed by this chapter;(ii) That adopts an amendment to the resident domestic corporation's bylaws prior to March 31, 1991, expressly electing not to be governed by this chapter; or(iii) That adopts an amendment to the resident domestic corporation's articles of incorporation, approved by the affirmative vote of the holders, other than interested shareholders and their affiliates and associates, of two-thirds (⅔) of the outstanding voting stock of the resident domestic corporation, excluding the voting stock of interested shareholders and their affiliates and associates, expressly electing not to be governed by this chapter, provided that the amendment to the articles of incorporation is not effective until twelve (12) months after the vote of the resident domestic corporation's shareholders and does not apply to any business combination of the resident domestic corporation with an interested shareholder whose stock acquisition date is on or prior to the effective date of the amendment; or(4) To any business combination of a resident domestic corporation with an interested shareholder of the resident domestic corporation that became an interested shareholder inadvertently, if the interested shareholder:(i) As soon as practicable, divests itself of a sufficient amount of the voting stock of the resident domestic corporation that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the outstanding voting stock of the resident domestic corporation; and(ii) Would not at any time within the five-year (5) period preceding the announcement date with respect to the business combination have been an interested shareholder but for the inadvertent acquisition.History of Section.P.L. 1990, ch. 138, § 1; P.L. 1991, ch. 422, § 1; P.L. 2018, ch. 346, § 4.
RI Gen L § 7-5.2-6 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.2 - Business Combination Act|Section 7-5.2-6 - Effect of invalidity of part of this chapter.

§ 7-5.2-6. Effect of invalidity of part of this chapter.If a court of competent jurisdiction adjudges to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this chapter, the judgment or decree does not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect of the judgment is confined to the clause, sentence, paragraph, section, or part of this chapter adjudged to be invalid or unconstitutional.History of Section.P.L. 1990, ch. 138, § 1.
RI Gen L § 7-5.2-7 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.2 - Business Combination Act|Section 7-5.2-7 - Validation of rights plans.

§ 7-5.2-7. Validation of rights plans.The terms and conditions of rights or options issued by a corporation, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt, or holding of the rights or options by any person or persons owning or offering to acquire a specified number or percentage of the outstanding stock of the corporation, or any transferee or transferees of any person or persons, or that invalidate or void the rights or options held by any person or persons or any transferee or transferees.History of Section.P.L. 1990, ch. 138, § 1.
RI Gen L § 7-5.2-8 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.2 - Business Combination Act|Section 7-5.2-8 - Duties in response to acquisition proposals.

§ 7-5.2-8. Duties in response to acquisition proposals.(a) In discharging the duties of their respective positions with respect to any proposed business combination, as defined in § 7-5.2-3, the board of directors, committees of the board, individual directors, and individual officers may, in considering the best interest of the corporation, in addition to considering the effects on shareholders, consider any of the following:(1) The effect on the corporation's employees, suppliers, creditors, and customers;(2) The effect on the communities in which the corporation operates;(3) The long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.(b) On the basis of the factors described in subsection (a), if the board of directors determines that any business combination is not in the best interests of the corporation, it may reject the business combination. If the board of directors determines to reject any business combination, the board of directors has no obligation to facilitate, to remove any barriers to, or to refrain from impeding, the business combination.History of Section.P.L. 1990, ch. 138, § 1.
RI Gen L § 7-5.3-1 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.3 - Benefit Corporations|Section 7-5.3-1 - Application and effect of chapter.

§ 7-5.3-1. Application and effect of chapter.(a) This chapter shall be applicable to all benefit corporations.(b) The existence of a provision of this chapter shall not of itself create an implication that a contrary or different rule of law is applicable to a corporation that is not a benefit corporation. This chapter shall not affect a statute or rule of law that is applicable to a corporation that is not a benefit corporation.(c) Except as otherwise provided in this chapter, all provisions of the general corporation law, including the Rhode Island Business Corporation Act, chapter 1.2 of this title, applicable to domestic business corporations are applicable to corporations organized under this chapter. A benefit corporation may be subject simultaneously to this chapter and chapter 5.1 of this title. The provisions of this chapter shall control over the provisions of any other chapter of this title to which a benefit corporation is subject.(d) A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede a provision of this chapter.History of Section.P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1; P.L. 2018, ch. 346, § 5.
RI Gen L § 7-5.3-3 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.3 - Benefit Corporations|Section 7-5.3-3 - Incorporation of benefit corporation.

§ 7-5.3-3. Incorporation of benefit corporation.A benefit corporation shall be incorporated in accordance with § 7-1.2-202, and, if applicable, chapter 5.1 of this title but its articles of incorporation must also state that it is a benefit corporation and disclose the fiscal year end of the corporation.History of Section.P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
RI Gen L § 7-5.3-4 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.3 - Benefit Corporations|Section 7-5.3-4 - Election of benefit corporation status.

§ 7-5.3-4. Election of benefit corporation status.(a) An existing corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 7-1.2-202, a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.(b) If an entity that is not a benefit corporation is a party to a merger or conversion and the surviving or resulting entity in the merger or consolidation is to be a benefit corporation, the merger or conversion must be approved by the entity by at least the minimum status vote.History of Section.P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
RI Gen L § 7-5.3-5 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.3 - Benefit Corporations|Section 7-5.3-5 - Termination of benefit corporation status.

§ 7-5.3-5. Termination of benefit corporation status.(a) A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by § 7-5.3-3 or § 7-5.3-4 to be stated in the articles of a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.(b) If a merger or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, the merger or conversion must be adopted by at least the minimum status vote in order to be effective. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.History of Section.P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
RI Gen L § 7-5.3-6 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.3 - Benefit Corporations|Section 7-5.3-6 - Corporate purposes.

§ 7-5.3-6. Corporate purposes.(a) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under § 7-1.2-301.(b) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under § 7-1.2-301 and subsection (a). The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection (a).(c) The creation of general public benefit and specific public benefit under subsections (a) and (b) is in the best interests of the benefit corporation.(d) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote.History of Section.P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
RI Gen L § 7-5.3-9 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.3 - Benefit Corporations|Section 7-5.3-9 - Standard of conduct for officers.

§ 7-5.3-9. Standard of conduct for officers.(a) Each officer of a benefit corporation shall consider the interests and factors described in § 7-5.3-7(a) in the manner provided in that subsection if:(1) The officer has discretion to act with respect to a matter; and(2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.(b) The consideration by an officer of interests and factors in the manner described in subsection (a) shall not constitute a violation of the duties of the officer.(c) Except as provided in the articles of incorporation, an officer is not personally liable for monetary damages for:(1) An action or inaction as an officer in the course of performing the duties of an officer under subsection (a) if the officer performed the duties of the position in compliance with § 7-1.2-812(b) and this section; or(2) Failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.(d) An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.(e) An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:(1) Is not interested in the subject of the business judgment;(2) Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and(3) Rationally believes that the business judgment is in the best interests of the benefit corporation.History of Section.P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
RI Gen L § 7-5.3-10 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.3 - Benefit Corporations|Section 7-5.3-10 - Benefit officer.

§ 7-5.3-10. Benefit officer.(a) A benefit corporation may have an officer designated as the benefit officer.(b) A benefit officer shall have:(1) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided:(i) By the bylaws; or(ii) Absent controlling provisions in the bylaws, by resolutions or orders of the board of directors.(2) The duty to prepare the benefit report required by § 7-5.3-12.History of Section.P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
RI Gen L § 7-5.3-11 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.3 - Benefit Corporations|Section 7-5.3-11 - Right of action.

§ 7-5.3-11. Right of action.(a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:(1) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or(2) Violation of an obligation, duty, or standard of conduct under this chapter.(b) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.(c) A benefit enforcement proceeding may be commenced or maintained only:(1) Directly by the benefit corporation; or(2) Derivatively in accordance with the procedures in § 7-1.2-711 by:(i) A person or group of persons that owned beneficially, or of record, at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;(ii) A director;(iii) A person or group of persons that owned beneficially, or of record, five percent (5%) or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or(iv) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.(d) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.History of Section.P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
RI Gen L § 7-5.3-13 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-5.3 - Benefit Corporations|Section 7-5.3-13 - Availability of annual benefit report.

§ 7-5.3-13. Availability of annual benefit report.(a) A benefit corporation shall send its annual benefit report to each shareholder within one hundred twenty (120) days following the end of the fiscal year of the benefit corporation, except that the first report shall be recorded the year following the calendar year in which its articles of incorporation or its certificate of authority was issued by the secretary of state.(b) A benefit corporation shall post all of its benefit reports on the public portion of its internet website, if any, but the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.(c) If a benefit corporation does not have an internet website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy, but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.(d) Concurrently with the delivery of the benefit report to shareholders under subsection (c), the benefit corporation shall deliver an annual report as specified in § 7-1.2-1501 together with a copy of the benefit report specified in § 7-5.3-12 to the secretary of state for filing. The compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the secretary of state. The secretary of state shall charge a fee of sixty dollars ($60.00) for filing the combined reports. Benefit corporations will not be subject to the annual report filing period outlined in § 7-1.2-1501(c).(e) If the secretary of state finds that the annual report conforms to the requirements of this section, 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 corporation 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 section and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the corporation by the secretary of state.(f) Each corporation, 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.History of Section.P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1; P.L. 2015, ch. 61, § 1; P.L. 2015, ch. 65, § 1.
RI Gen L § 7-6-1 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-1 - Short title.

§ 7-6-1. Short title.This chapter shall be known and may be cited as the "Rhode Island Nonprofit Corporation Act".History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-3 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-3 - Corporations to which this chapter applies.

§ 7-6-3. Corporations to which this chapter applies.(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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-4 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-4 - Purposes.

§ 7-6-4. Purposes.Corporations may be organized under this chapter for any lawful purpose or purposes subject to the condition that no part of the net income or profit of any corporation will be distributable to its members, directors, or officers. Subject to that condition, the purpose or purposes for which corporations may be organized under this chapter include, but are not limited to, any one or more of the following purposes or activities:(1) Charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; recreational; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; health services; and professional, commercial, industrial, or trade association;(2) Libraries; and fire engine companies;(3) Constructing, acquiring, leasing, fostering, encouraging, and assisting the physical location, settlement, or resettlement of industrial, manufacturing, commercial, or recreational facilities or enterprises within the state;(4) Planning, constructing, erecting, maintaining, operating, and managing land, buildings, and improvements in projects undertaken pursuant to chapters 31 — 33 of title 45;(5) Engaging in municipal projects authorized by the governing body of the municipality; and(6) Providing housing and related facilities and services for elderly persons.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.