reglab/housing_qa huggingface dataset:
RI Gen L § 7-1.2-807 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-807 - Director and officer conflicts of interest.

§ 7-1.2-807. Director and officer 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 with respect to 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 which authorizes the contract or transaction, or solely because his or her or their votes are counted for that purpose, if:(1) The material facts as to his or 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 or her or their interest or relationship are disclosed or are known to the shareholders entitled to vote on the contract or transaction, and the contract or transaction is specifically authorized, approved, or ratified by vote of the shareholders; or(3) The contract or transaction is fair and reasonable as 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 which authorizes the contract or transaction.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
RI Gen L § 7-1.2-808 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-808 - Executive and other committees.

§ 7-1.2-808. Executive and other committees.Unless otherwise restricted or limited by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution or in the articles of incorporation or the bylaws of the corporation, have and may exercise all the authority of the board of directors, but no committee has the authority of the board of directors in reference to amending the articles of incorporation, adopting a plan of merger, recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the corporation other than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution or revocation of the corporation, or amending the bylaws of the corporation. The designation of any committee and the delegation to the committee of authority does not operate to relieve the board of directors, or any member of the board, of any responsibility imposed by law.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-809 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-809 - Place, notice, and form of notice of directors' and committee meetings.

§ 7-1.2-809. Place, notice, and form of notice of directors' and committee meetings.(a) Meetings of the board of directors, or any committee designated by the board, regular or special, may be held either within or without this state.(b) Regular meetings of the board of directors or any committee designated by the board may be held with or without notice as prescribed in the bylaws. Unless the articles of incorporation or the bylaws provide for an alternative period, special meetings of the board of directors or any committee designated by the board must be preceded by at least two (2) days' notice of the date, time, and place of the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where 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 or any committee designated by the board of directors need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. 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 of directors, 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 those means constitutes presence in person at a meeting.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
RI Gen L § 7-1.2-810 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-810 - Action by directors without a meeting.

§ 7-1.2-810. Action by directors without a meeting.Unless otherwise provided by the articles of incorporation or bylaws, any action required by this chapter to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if all of the directors, or all of the members of the committee, as the case may be, consent thereto in writing or by electronic transmission, before or after the action, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. The consent has the same effect as a unanimous vote for all purposes, and that may be stated in any certificate or other document filed with the secretary of state.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-812 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-812 - Officers.

§ 7-1.2-812. Officers.(a) The officers of a corporation consist of a president, a secretary, and a treasurer, and such other officers as are authorized by the bylaws or the board of directors each of whom is elected by the board of directors or by the shareholders at a time and in a manner as prescribed by the bylaws. Any other officers and assistant officers and agents that are necessary may be elected or appointed by the board of directors or by the shareholders or chosen in another manner prescribed by the bylaws. Any two (2) or more offices may be held by the same person. A failure to elect officers does not dissolve or otherwise affect the corporation.(b) All officers of the corporation, as between themselves and the corporation, have the authority and perform any duties in the management of the corporation that may be provided in the bylaws, or that may be determined by resolution of the board of directors, subject to any limitations on the authority contained in the bylaws.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-813 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-813 - Resignation and removal of officers.

§ 7-1.2-813. Resignation and removal of officers.An officer may resign at any time by delivering notice to the corporation. Any officer may be removed at any time with or without cause by the board of directors or by any other manner permitted by the articles of incorporation or the bylaws. Election, appointment or removal of an officer or agent does not of itself create contract rights.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-901 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-901 - Right to amend articles of incorporation.

§ 7-1.2-901. Right to amend articles of incorporation.A corporation may amend its articles of incorporation, from time to time, in any and all respects as is desired, to the extent that its articles of incorporation, as amended, contain only provisions that might be lawfully contained in original articles of incorporation filed as of the time of the filing of the amendment, and, if a change in shares or the rights of shareholders, or an exchange, reclassification, subdivision, combination or cancellation of shares or rights of shareholders is to be made, the provisions that may be necessary to effect the change, exchange, reclassification, subdivision, combination or cancellation.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-902 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-902 - Right to amend legislative charters.

§ 7-1.2-902. Right to amend legislative charters.Any corporation created by special act of the general assembly, which is organized under this chapter, whose charter is subject to amendment or repeal at the will of the general assembly, may make amendment to its charter that corporations organized under this chapter may make to their articles of incorporation under § 7-1.2-901. The proposed amendment is effected and evidenced in the same manner, by the same vote and upon the same terms and conditions as are prescribed in §§ 7-1.2-903 and 7-1.2-904.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
RI Gen L § 7-1.2-905 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-905 - Articles of amendment.

§ 7-1.2-905. Articles of amendment.(a) The corporation may amend its articles of incorporation by filing with the secretary of state articles of amendment which must state:(1) The name of the corporation.(2) The amendment so adopted.(3) The date of the adoption of the amendment by the shareholders or by the board of directors where no shares have been issued.(b) No amendment may affect any existing cause of action in favor of or against the corporation, or any pending suit to which the corporation is a party, or the existing rights of persons other than shareholders; and, in the event the corporate name is changed by amendment, no suit brought by or against the corporation under its former name abates for that reason.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
RI Gen L § 7-1.2-906 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-906 - Restated articles of incorporation.

§ 7-1.2-906. Restated articles of incorporation.(a) The corporation may at any time restate its articles of incorporation as previously amended by filing with the secretary of state restated articles of incorporation. The restated articles of incorporation may include one or more amendments to the articles of incorporation adopted in accordance with the provisions of § 7-1.2-903.(b) The restated articles of incorporation must state all of the provisions of the articles of incorporation as previously amended, the additional amendments to the articles of incorporation, if any, together with a statement that such additional amendments were adopted in accordance with the provisions of § 7-1.2-903, and a further statement that, except for the designated amendments, if any, the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as previously amended, and that the restated articles of incorporation, together with the designated amendments, if any, supersede the original articles of incorporation and all previous amendments to the articles of incorporation.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 36, § 36; P.L. 2005, ch. 72, § 36.
RI Gen L § 7-1.2-907 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-907 - Amendment of articles of incorporation in reorganization proceedings.

§ 7-1.2-907. Amendment of articles of incorporation in reorganization proceedings.(a) Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, the articles of incorporation of the corporation may be amended, in the manner provided in this section, in as many respects as are necessary to carry out the plan and put into effect, as long as the articles of incorporation, as amended, contain only provisions that might be lawfully contained in original articles of incorporation at the time of making the amendment.(b) Articles of amendment approved by decree or order of the court must be executed by the trustee or trustees of such corporation appointed in the reorganization proceedings (or a majority thereof), or if none are appointed and acting, by the person or persons that the court designates or appoints for the purpose, and must state the name of the corporation, the amendments of the articles of incorporation approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered, and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation pursuant to the provisions of an applicable statute of the United States.(c) This section does not apply to such corporation upon the entry of a final decree in the reorganization proceedings closing the case and discharging the trustee or trustees, if any.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
RI Gen L § 7-1.2-1001 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1001 - Procedure for merger.

§ 7-1.2-1001. Procedure for merger.(a) Any two (2) or more domestic corporations may merge into one of the corporations, or into a new corporation, pursuant to a plan of merger approved in the manner provided in this chapter.(b) The board of directors of each corporation shall, by resolution adopted by each board, approve a plan of merger stating:(1) The names of the corporations proposing to merge, and the name of the corporation which will survive or result from the merger, which is hereinafter designated as the surviving corporation.(2) The terms and conditions of the proposed merger.(3) The manner and basis of converting the shares of each merging corporation (other than those held by the surviving corporation, if any) into shares or obligations or other securities of the surviving corporation or, in whole or in part, into cash, property, or shares, obligations, or other securities of any other corporation.(4) Any amendments to the articles of incorporation of the surviving corporation to be effected by the merger, or if no amendments are desired, a statement that the articles of incorporation of one of the corporations are the articles of incorporation of the surviving corporation, or in the case of a new corporation, all of the statements required to be stated in articles of incorporation for corporations organized under this chapter.(5) Any other provisions with respect to the proposed merger that are deemed necessary or desirable.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
RI Gen L § 7-1.2-1003 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1003 - Articles of merger.

§ 7-1.2-1003. Articles of merger.(a) Upon approval, articles of merger must be executed by each corporation by its authorized representative and must state:(1) The plan of merger; and(2) If, pursuant to § 7-1.2-1005, the merger is to become effective at a time subsequent to the issuance of the certificate of merger by the secretary of state, the date when the merger is to become effective.(b) The original articles of merger must be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, and all fees and taxes have been paid, the secretary of state shall:(1) Endorse on the original the word "Filed", and the month, day, and year of the filing;(2) File the original in his or her office; and(3) Issue a certificate of merger.(c) The secretary of state shall deliver the certificate of merger to the surviving or new corporation, as the case may be, or its representative.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2015, ch. 80, § 1; P.L. 2015, ch. 88, § 1; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.
RI Gen L § 7-1.2-1004 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1004 - Merger of subsidiary corporation.

§ 7-1.2-1004. Merger of subsidiary corporation.(a) Any corporation owning at least ninety percent (90%) of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation. Its board of directors shall, by resolution, approve a plan of merger stating:(1) The name of the subsidiary corporation and the name of the corporation owning at least ninety percent (90%) of its shares, which is subsequently in these provisions designated as the surviving corporation.(2) The manner and basis of converting the shares of the subsidiary corporation (other than those held by the surviving corporation) into shares or other securities or obligations of the surviving corporation or of any other corporation, or in whole or in part, into cash or other consideration to be paid upon the surrender of each share of the subsidiary corporation.(b) A copy of the plan of merger must be mailed to each shareholder of the subsidiary corporation.(c) Articles of merger must be executed by the surviving corporation by an authorized representative and must state:(1) The plan of merger; and(2) If, pursuant to § 7-1.2-1005, the merger is to become effective at a time subsequent to the issuance of the certificate of merger by the secretary of state, the date when the merger is to become effective.(d) On and after the thirtieth (30th) day after the mailing of a copy of the agreement of merger to shareholders of the subsidiary corporation or upon the waiver of the mailing by the holders of all outstanding shares, original articles of merger must be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, the secretary of state shall, when all fees and franchise taxes have been paid:(1) Endorse on the original the word "Filed", and the month, day, and year of the filing;(2) File the original in his or her office; and(3) Issue a certificate of merger.(e) The secretary of state shall deliver the certificate of merger to the surviving corporation or its representative.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2006, ch. 163, § 1; P.L. 2006, ch. 188, § 1.
RI Gen L § 7-1.2-1005 (2021)
2021 Rhode Island General Laws|Title 7 - Corporations, Associations and Partnerships|Chapter 7-1.2 - Rhode Island Business Corporation Act|Section 7-1.2-1005 - Effect of merger.

§ 7-1.2-1005. Effect of merger.(a) A merger becomes effective upon the issuance of a certificate of merger by the secretary of state or on a later date as is stated in the plan.(b) When a merger becomes effective:(1) The several corporations, parties to the plan of merger, are a single corporation, which is that corporation designated in the plan of merger as the surviving or new corporation.(2) The separate existence of all corporations, parties to the plan of merger, except the surviving or new corporation, ceases.(3) The surviving or new corporation has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a corporation organized under this chapter.(4) The surviving or new corporation at that time and subsequently possesses all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging corporations; and all property, real, personal, and mixed, all debts due on whatever account, including subscriptions to shares, all other choses in action, and all and every other interest of or belonging to or due to each of the corporations merged, is taken and deemed to be transferred to and vested in the single corporation without further act or deed; and the title to any real estate, or any interest in real estate, vested in any of the corporations does not revert or is in any way impaired because of the merger.(5) The surviving or new corporation is subsequently responsible and liable for all the liabilities and obligations of each of the corporations merged or consolidated; and any claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the merger had not taken place, or the surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any corporation is impaired by the merger.(6) The articles of incorporation of the surviving corporation are deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; or, in the case of a new corporation, the statements in the articles of merger which are required or permitted to be stated in the articles of incorporation of corporations organized under this chapter are deemed to be the original articles of incorporation of the new corporation.(7) The shares of the corporation or corporations party to the plan that are, under the terms of the plan, to be converted or exchanged, cease to exist, and the holders of the shares are entitled only to the shares, obligations, other securities, cash, or other property into which they have been converted or for which they have been exchanged in accordance with the plan, subject to any rights under § 7-1.2-1201.History of Section.P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.