reglab/housing_qa huggingface dataset:
RI Gen L § 7-6-22 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-22 - Board of directors.

§ 7-6-22. Board of directors.(a) The affairs of a corporation are managed by a board of directors. Directors need not be residents of this state or members of the corporation unless the articles of incorporation or the bylaws requires it. The articles of incorporation or the bylaws may prescribe other qualifications for directors.(b) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:(1) In good faith;(2) With the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and(3) In a manner he or she reasonably believes to be in the best interests of the corporation.(c) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or(3) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.(d) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (c) unwarranted.(e) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1.
RI Gen L § 7-6-23 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-23 - Number and election of directors.

§ 7-6-23. Number and election of directors.(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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-24 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-24 - Vacancies on board of directors.

§ 7-6-24. Vacancies on board of directors.(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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-25 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-25 - Quorum of directors.

§ 7-6-25. Quorum of directors.(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 (¼) 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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1.
RI Gen L § 7-6-26 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-26 - Committees.

§ 7-6-26. Committees.(a) The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two (2) or more directors. These committees, to the extent provided in the resolution, in the articles of incorporation, or in the bylaws of the corporation, have and exercise all the authority of the board of directors, except that no committee has the authority of the board of directors in reference to:(1) Amending, altering, or repealing the bylaws;(2) Electing, appointing, or removing any member of any committee or any director or officer of the corporation;(3) Amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger, or adopting a plan of consolidation with another corporation;(4) Authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation;(5) Authorizing the voluntary dissolution of the corporation or revoking proceedings for voluntary dissolution; adopting a plan for the distribution of the assets of the corporation; or(6) Amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by the committee.(b) The designation and appointment of any committee and the delegation to it of authority does not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-26.1 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-26.1 - Director conflicts of interest.

§ 7-6-26.1. Director conflicts of interest.(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, is void or voidable nor are the directors or officers liable regarding the contract or transaction solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee of the board that authorizes the contract or transaction, or solely because his, her, or their votes are counted for the purpose, if:(1) The material facts as to his, her, or their interest or relationship are disclosed or are known to the board of directors or the committee, and the board of directors or committee authorizes, approves, or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or(2) The material facts as to his, her, or their interest or relationship are disclosed or are known to the members entitled to vote on the contract or transaction, and the contract or transaction is specifically authorized, approved, or ratified by vote of the members; or(3) The contract or transaction is fair and reasonable to the corporation.(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes the contract or transaction.History of Section.P.L. 1989, ch. 380, § 2.
RI Gen L § 7-6-27 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-27 - Place and notice of directors' meetings.

§ 7-6-27. Place and notice of directors' meetings.(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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1998, ch. 329, § 1.
RI Gen L § 7-6-28 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-28 - Officers.

§ 7-6-28. Officers.(a) The officers of a corporation consist of a president, one or more vice presidents, if prescribed by the bylaws, a secretary, a treasurer, and any other officers and assistant officers who are deemed necessary, each of whom shall be elected or appointed at the time and in the manner and for the terms not exceeding three (3) years that are prescribed in the articles of incorporation or the bylaws. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. Any two (2) or more offices may be held by the same person, except the offices of president and secretary.(b) The articles of incorporation or the bylaws may provide that any one or more officers of the corporation are ex officio members of the board of directors.(c) The officers of a corporation may be designated by any additional titles that may be provided in the articles of incorporation or the bylaws.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-29 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-29 - Removal of officers.

§ 7-6-29. Removal of officers.Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever, in their judgment, the best interests of the corporation will be served by removal. The removal of an officer is without prejudice to the contract rights, if any, of the officer removed. Election or appointment of an officer or agent does not of itself create contract rights.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-30 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-30 - Books and records.

§ 7-6-30. Books and records.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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-31 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-31 - Dividends prohibited.

§ 7-6-31. Dividends prohibited.A corporation may issue shares to its members, but no dividend shall be paid on the shares and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers, except that dividends may be paid and income or profit may be distributed to its members by a corporation all of the members of which are corporations to which this chapter applies. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered; may confer benefits upon its members in conformity with its purposes; and upon dissolution or final liquidation, may make distributions to its members as permitted by this chapter; and no payment, benefit, or distribution is deemed to be a dividend or a distribution of income or profit.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1.
RI Gen L § 7-6-32 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-32 - Loans to directors prohibited.

§ 7-6-32. Loans to directors prohibited.No loans shall be made by a corporation to its directors. Any director who assents to or participates in the making of any loan is liable to the corporation for the amount of loan until its repayment.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-33 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-33 - Incorporators.

§ 7-6-33. Incorporators.(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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-34 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-34 - Articles of incorporation.

§ 7-6-34. Articles of incorporation.(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;(a) (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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1; P.L. 2018, ch. 346, § 6.
RI Gen L § 7-6-35 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-35 - Filing of articles of incorporation.

§ 7-6-35. Filing of articles of incorporation.(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.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 § 7-6-36 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-36 - Effect of issuance of certificate of incorporation.

§ 7-6-36. Effect of issuance of certificate of incorporation.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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-37 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-37 - Organization meetings.

§ 7-6-37. Organization meetings.(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.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-38 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-38 - Right to amend articles of incorporation.

§ 7-6-38. Right to amend articles of incorporation.A corporation may amend its articles of incorporation, from time to time, in any respect desired, as long as its articles of incorporation, as amended, contain only provisions that are lawful under this chapter.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
RI Gen L § 7-6-39 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-6 - Rhode Island Nonprofit Corporation Act|Section 7-6-39 - Procedure to amend articles of incorporation.

§ 7-6-39. Procedure to amend articles of incorporation.(a) Amendments to the articles of incorporation are made in the following manner:(1) If there are members entitled to vote on the amendments, the board of directors shall adopt a resolution setting forth the proposed amendment 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 amendment or a summary of the changes to be effected by the amendment 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 amendment 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 it, an amendment is adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.(b) Any number of amendments may be submitted and voted upon at any one meeting.History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.