reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-83. - Withdrawal of foreign corporation.

§ 7-6-83. Withdrawal of foreign corporation.
(a)
A foreign corporation authorized to conduct affairs in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, setting forth:
(1)
The name of the corporation and the state or country under the laws of which it is incorporated;
(2)
That the corporation is not conducting affairs in this state;
(3)
That the corporation surrenders its authority to conduct affairs in this state;
(4)
That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to conduct affairs in this state may subsequently be made on the corporation by service on the secretary of state;
(5)
A post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on the secretary of state.
(b)
The application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the corporation by its president or a vice president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by the receiver or trustee.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-84. - Filing of application for withdrawal.

§ 7-6-84. Filing of application for withdrawal.
(a)
The application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that the application conforms to the provisions of this chapter, the secretary of state 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 withdrawal.
(b)
The certificate of withdrawal shall be delivered to the corporation or its representative. Upon the issuance of the certificate of withdrawal, the authority of the corporation to conduct affairs in this state ceases.
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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-85. - Revocation of certificate of authority.

§ 7-6-85. Revocation of certificate of authority.
(a)
The certificate of authority of a foreign corporation to conduct affairs in this state may be revoked by the secretary of state upon the conditions prescribed in this section when:
(1)
The corporation has failed to file its annual report within the time required by this chapter or has failed to pay any fees or penalties prescribed by this chapter when they have become due and payable;
(2)
The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter;
(3)
The corporation has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;
(4)
The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter;
(5)
The certificate of authority of the corporation was procured through fraud practiced upon the state;
(6)
The corporation has continued to exceed or abuse the authority conferred upon it by this chapter; or
(7)
A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.
(b)
No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless:
(1)
The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i)
To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii)
In the case of a foreign corporation that has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice shall be required; and
(2)
The corporation fails prior to revocation to file the annual report, pay the fees or penalties, file the required statement of change of registered agent, file the articles of amendment or articles of merger, or correct the misrepresentation.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2001, ch. 26, § 2; P.L. 2001, ch. 268, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-86. - Issuance of certificate of revocation.

§ 7-6-86. Issuance of certificate of revocation.
(a)
Upon revoking any certificate of authority, the secretary of state shall:
(1)
Issue a certificate of revocation in duplicate;
(2)
File one of the certificates in the secretary of state’s office;
(3)
Send to the corporation by regular mail a certificate of revocation, addressed to the registered office of the corporation in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:
(i)
To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or
(ii)
In the case of a foreign corporation that has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice shall be required.
(b)
Upon the issuance of the certificate of revocation, the authority of the corporation to conduct affairs in this state ceases.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2001, ch. 26, § 2; P.L. 2001, ch. 268, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-87. - Withdrawal of certificates of revocation.

§ 7-6-87. Withdrawal of certificates of revocation.
Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-86, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing:
(1)
Upon the filing by the corporation of the documents it had previously failed to file as set forth in § 7-6-85(a)(1) — (a)(4), inclusive; and
(2)(i)
Upon the payment by the corporation of a penalty of twenty-five dollars ($25.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation.
(ii)
If as permitted by § 7-6-72(2) another corporation, whether business or nonprofit, or domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious business name statement regarding or reserved or registered a name that is the same as the name of a corporation regarding which the certificate of revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of a certificate of revocation upon the reinstated corporation’s amending its articles of incorporation so as to designate a name that is distinguishable upon the records of the secretary of state from its former name.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1989, ch. 380, § 1; P.L. 2003, ch. 247, § 2; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 385, § 2, effective July 13, 2021; P.L. 2021, ch. 386, § 2, effective July 13, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-88. - Appeal from revocation of certificate of authority.

§ 7-6-88. Appeal from revocation of certificate of authority.
Any foreign corporation aggrieved by the action of the secretary of state in revoking its certificate of authority may appeal from the revocation in the manner provided in § 7-6-99.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-89. - Conducting affairs without certificate of authority.

§ 7-6-89. Conducting affairs without certificate of authority.
(a)
No foreign corporation that is conducting affairs in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until the corporation has obtained a certificate of authority. Nor shall any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of the corporation on any right, claim, or demand arising out of the conduct of affairs by the corporation in this state, until a certificate of authority has been obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.
(b)
The failure of a foreign corporation to obtain a certificate of authority to conduct affairs in this state does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action, suit, or proceeding in any court of this state.
(c)
A foreign corporation that conducts affairs in this state without a certificate of authority is liable to this state, for the years or parts of years during which it conducted affairs in this state without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to conduct affairs in this state as required by this chapter and subsequently filed all reports required by this chapter, plus all interest and penalties imposed by this chapter for failure to pay the fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-90. - Annual report of domestic and foreign corporations.

§ 7-6-90. Annual report of domestic and foreign corporations.
(a)
Each domestic corporation, and each foreign corporation authorized to conduct affairs in this state, shall file, within the time prescribed by this chapter, an annual report setting forth the following information as of the date of the report:
(1)
The name of the corporation and the state or country under the laws of which it is incorporated;
(2)
[Deleted by P.L. 2021, ch. 137, §  2 and P.L. 2021, ch. 138, §  2.]
(3)
The address of the principal office of the corporation;
(4)
A brief statement of the character of the affairs that the corporation is actually conducting, or, in the case of a foreign corporation, that the corporation is actually conducting in this state; and
(5)
The names and respective addresses of the directors and officers of the corporation.
(b)
The annual report shall be made on forms prescribed and furnished by the secretary of state and the information contained in the report shall be given as of the date of the execution of the report. It shall be executed by the corporation by its president, a vice president, secretary, an assistant secretary, treasurer, or authorized representative, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by the receiver or trustee.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2012, ch. 81, § 2; P.L. 2012, ch. 103, § 2; P.L. 2014, ch. 25, § 1; P.L. 2014, ch. 40, § 1; P.L. 2021, ch. 137, § 2, effective January 1, 2022; P.L. 2021, ch. 138, § 2, effective January 1, 2022.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-91. - Filing of annual report of domestic and foreign corporations.

§ 7-6-91. Filing of annual report of domestic and foreign corporations.
(a)
The annual report of a domestic or foreign corporation shall be delivered to the secretary of state between February 1 and May 1 of each year, except that the first annual report of a domestic or foreign corporation shall be filed between February 1 and May 1 of the year following the calendar year in which its certificate of incorporation or its certificate of authority was issued by the secretary of state.
(b)
Proof to the satisfaction of the secretary of state that prior to the first day of May the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed a compliance with this requirement.
(c)
If the secretary of state finds that the report conforms to the requirements of this chapter, the secretary of state shall file the report.
(d)
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 case the penalties subsequently prescribed for failure to file the report within the time above provided do not apply if the report is corrected to conform to the requirements of this chapter 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.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2021, ch. 137, § 2, effective January 1, 2022; P.L. 2021, ch. 138, § 2, effective January 1, 2022.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-92. - Fees for filing documents and issuing certificates.

§ 7-6-92. Fees for filing documents and issuing certificates.
The secretary of state shall charge and collect for:
(1)
Filing articles of incorporation and issuing a certificate of incorporation, thirty-five dollars ($35.00).
(2)
Filing articles of amendment and issuing a certificate of amendment, ten dollars ($10.00).
(3)
Filing certificate of correction and issuing a certificate of correction, ten dollars ($10.00).
(4)
Filing restated articles of incorporation and issuing restated certificate of incorporation, ten dollars ($10.00).
(5)
Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, twenty-five dollars ($25.00).
(6)(i)
Filing a statement of change of registered agent and registered office or filing a statement of change of registered agent, ten dollars ($10.00).
(ii)
Filing a statement of change of registered office only, without fee.
(7)
Filing articles of dissolution, ten dollars ($10.00).
(8)
Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority, fifty dollars ($50.00).
(9)
Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority, twenty-five dollars ($25.00).
(10)
Filing a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to conduct affairs in this state, twenty-five dollars ($25.00).
(11)
Filing a copy of articles of merger of a foreign corporation holding a certificate of authority to conduct affairs in this state, twenty-five dollars ($25.00).
(12)
Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, ten dollars ($10.00).
(13)
Filing any other statement or report, including an annual report, of a domestic or foreign corporation, twenty dollars ($20.00).
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1990, ch. 65, art. 43, § 8; P.L. 2001, ch. 26, § 2; P.L. 2001, ch. 268, § 2; P.L. 2012, ch. 81, § 2; P.L. 2012, ch. 103, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-93. - Miscellaneous charges.

§ 7-6-93. Miscellaneous charges.
The secretary of state shall charge and collect:
(1)
For furnishing a certified copy of any document, instrument, or paper relating to a corporation, fifteen cents ($.15) per page and five dollars ($5.00) for the certificate and affixing the seal to it.
(2)
At the time of any service of process on the secretary of state as resident agent of a corporation, fifteen dollars ($15.00), which is recoverable as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.
(3)
For issuing a certificate of good standing/letter of status, five dollars ($5.00).
(4)
For issuing a certificate of fact, five dollars ($5.00).
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1990, ch. 65, art. 43, § 8; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-94. - Penalties imposed upon corporation.

§ 7-6-94. Penalties imposed upon corporation.
(a)
Each domestic or foreign corporation that fails or refuses to file its annual report for any year within the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) for each year to be assessed by the secretary of state.
(b)
Each domestic or foreign corporation that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon conviction may be fined in any amount not exceeding five hundred dollars ($500).
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1990, ch. 77, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-95. - Penalties imposed upon directors and officers.

§ 7-6-95. Penalties imposed upon directors and officers.
Each director and officer of a domestic or foreign corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to the director or officer by the secretary of state in accordance with the provisions of this chapter, or who signs any articles, statement, report, application, or other document filed with the secretary of state that is known to the director or officer to be false in any material respect, is guilty of a misdemeanor, and upon conviction may be fined in any amount not exceeding five hundred dollars ($500).
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-96. - Interrogatories by secretary of state.

§ 7-6-96. Interrogatories by secretary of state.
The secretary of state may propound to any domestic or foreign corporation, subject to the provisions of this chapter, and to any officer or director of the corporation, any interrogatories that are reasonably necessary and proper to enable the secretary of state to ascertain whether the corporation has complied with all the applicable provisions of this chapter. The interrogatories shall be answered within thirty (30) days after their mailing, or within any additional time that is fixed by the secretary of state. The answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by that individual and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary, or treasurer or assistant treasurer of the corporation. The secretary of state need not file any document to which the interrogatories relate until the interrogatories are answered as provided in this section, and not then if the interrogatory answers disclose that the document is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for any action that the attorney general deems appropriate, all interrogatories and answers to them that disclose a violation of any of the provisions of this chapter.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-97. - Information disclosed by interrogatories.

§ 7-6-97. Information disclosed by interrogatories.
Interrogatories propounded by the secretary of state and the answers to them shall not be open to public inspection nor shall the secretary of state disclose any facts or information obtained from them except insofar as the secretary of state’s official duty may require the facts or information to be made public or if the interrogatories or the answers to them are required for evidence in any criminal proceedings or in any other action by this state.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-98. - Powers of secretary of state.

§ 7-6-98. Powers of secretary of state.
The secretary of state has the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed on him or her by this chapter.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-99. - Appeal from secretary of state.

§ 7-6-99. Appeal from secretary of state.
(a)
If the secretary of state fails to approve the articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this chapter to be approved by the secretary of state before the document is filed in the secretary of state’s office, the secretary of state shall, within ten (10) days after the delivery of the document to him or her, give written notice of his or her disapproval to the domestic or foreign person or corporation delivering the document, specifying the reasons for the disapproval. From the disapproval, or from the revocation of a certificate of incorporation pursuant to the provisions of this chapter, the person or corporation may appeal to the superior court of the county in which the registered office of the corporation is, or is proposed to be, situated by filing with the clerk of the court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval by the secretary of state; at which time the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the court deems proper.
(b)
If the secretary of state revokes the certificate of authority to conduct affairs in this state of any foreign corporation, pursuant to the provisions of this chapter, the foreign corporation may similarly appeal to the superior court of the county where the registered office of the corporation in this state is situated, by filing with the clerk of the court a petition setting forth a copy of its certificate of authority to conduct affairs in this state and a copy of the notice of revocation given by the secretary of state; at which time the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the court deems proper.
(c)
Appeals from all final orders and judgments entered by the superior court under this section in review of any ruling or decision of the secretary of state may be taken as in other civil actions.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-100. - Certificates and certified copies to be received in evidence.

§ 7-6-100. Certificates and certified copies to be received in evidence.
All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of documents filed in the secretary of state’s office in accordance with the provisions of this chapter when certified by the secretary of state, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated in them. A certificate by the secretary of state under the great seal of this state, as to the existence or nonexistence of the facts relating to corporations that would not appear from a certified copy of any of the preceding documents or certificates, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts stated in them.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-101. - Forms to be furnished by secretary of state.

§ 7-6-101. Forms to be furnished by secretary of state.
All reports required by this chapter to be filed in the office of the secretary of state shall be made on forms that shall be prescribed and furnished by the secretary of state. Forms for all other documents to be filed in the office of the secretary of state shall be furnished by the secretary of state on request for them, but their use, unless otherwise specifically prescribed in this chapter, is not mandatory.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-102. - Greater voting requirements.

§ 7-6-102. Greater voting requirements.
Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provisions of the articles of incorporation or bylaws control.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-103. - Waiver of notice.

§ 7-6-103. Waiver of notice.
Whenever any notice is required to be given to any member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver of the notice in writing signed by the person or persons entitled to the notice, whether before or after the time stated in the waiver, is equivalent to the giving of the notice.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-104. - Action by incorporators, members, or directors without a meeting.

§ 7-6-104. Action by incorporators, members, or directors without a meeting.
(a)
Any action required by this chapter to be taken at a meeting of the incorporators, members, or directors of a corporation, or any action that may be taken at a meeting of the incorporators, members, or directors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the incorporators, by all the members entitled to vote with respect to the subject matter of the action, or by all of the directors.
(b)
The consent has the same force and effect as a unanimous vote, and that may be stated in any articles or document filed with the secretary of state under this chapter.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-105. - Unauthorized assumption of corporate powers.

§ 7-6-105. Unauthorized assumption of corporate powers.
All persons who assume to act as a corporation without authority so to do are jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-106. - Reservation of power.

§ 7-6-106. Reservation of power.
The general assembly at all times has the power to prescribe any regulations, provisions, and limitations that it deems advisable, which regulations, provisions, and limitations are binding on any corporations subject to the provisions of this chapter, and the general assembly has power to amend, repeal, or modify this chapter at pleasure.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-107. - Effect of repeal of prior chapters.

§ 7-6-107. Effect of repeal of prior chapters.
(a)
The repeal of a prior chapter by this chapter does not affect any right accrued or established, or any liability or penalty incurred, under the provisions of the prior chapter, prior to its repeal.
(b)
The limitation formerly set forth in § 7-6-8, as amended, which is repealed hereby, and any similar limitation does not subsequently apply to any existing corporation whether created by special act of the general assembly or otherwise, even if the corporation’s articles of incorporation or any special act of the general assembly contain a reference to § 7-6-8 or a recitation of the limitation previously contained in that section or any similar limitation.
(c)
Each existing corporation has the powers set forth in § 7-6-5 of this chapter even if its articles of incorporation contain other or different powers or contain a reference to or recitation of the powers granted by any act at this time or subsequently repealed.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1994, ch. 437, § 1; P.L. 1997, ch. 188, § 2; P.L. 2018, ch. 346, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-108. - Effect of invalidity of part of this chapter.

§ 7-6-108. Effect of invalidity of part of this chapter.
If a court of competent jurisdiction adjudges any clause, sentence, paragraph, section, or part of this chapter to be invalid or unconstitutional, the judgment or decree does not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect of the judgment or decree is confined to the clause, sentence, paragraph, section, or part of this chapter adjudged to be invalid or unconstitutional.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-1. - Purpose of chapter.

§ 7-6.1-1. Purpose of chapter.
The purpose of this chapter is to foster safe, decent, and affordable housing in the state by enabling individuals to form cooperative housing corporations for the purpose of developing, acquiring, owning, and operating multifamily housing on a cooperative plan.
History of Section.
P.L. 1986, ch. 256, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-2. - Applicability of chapter — Amendment of articles of incorporation to comply with chapter.

§ 7-6.1-2. Applicability of chapter — Amendment of articles of incorporation to comply with chapter.
This chapter applies to all cooperative housing corporations organized under it. Any corporation organized under any other chapter of the general laws may become a cooperative housing corporation by adopting an amendment to its articles electing to become subject to this chapter and by adopting any further amendment necessary to comply with this chapter. The amendment must be adopted and filed and is effective according to the chapter under which the corporation was organized before acceptance of this chapter.
History of Section.
P.L. 1986, ch. 256, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-3. - Cooperative housing corporations subject to certain laws.

§ 7-6.1-3. Cooperative housing corporations subject to certain laws.
All cooperative housing corporations are subject to laws that are enacted affecting or altering their corporate rights or duties or dissolving them.
History of Section.
P.L. 1986, ch. 256, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-4. - Definitions.

§ 7-6.1-4. Definitions.
In this chapter, the following words have the following meanings:
(1)
“Board” means board of directors;
(2)
“Bylaws” means the bylaws of a cooperative housing corporation as they exist from time to time;
(3)
“Cooperative housing corporation” means a corporation organized or existing under this chapter;
(4)
“Limited-equity cooperative housing corporation” means a cooperative housing corporation organized and operated primarily for the benefit of low- and moderate-income persons and whose equity, after allowance for maximum transfer value of its stock, is permanently dedicated to providing housing to persons of low or moderate income or to a charitable purpose;
(5)
“Member” means a person who holds voting rights in a non-business cooperative housing corporation by virtue of a membership certificate issued by that corporation;
(6)
“Non-business cooperative housing corporation” means a limited-equity housing cooperative that, pursuant to § 7-6.1-5, elects to apply chapter 6 of this title to the corporation’s operations. All other cooperative housing corporations are business cooperative housing corporations;
(7)
“Proprietary lease” means an agreement between a cooperative housing corporation and its stockholders or members for occupancy of a dwelling unit owned by the cooperative housing corporation;
(8)
“Stock” means shares of stock issued by a business cooperative housing corporation or membership certificates issued by a non-business cooperative housing corporation;
(9)
“Transfer value” means the value that may be paid or received upon the sale or transfer of the stock of a cooperative housing corporation.
History of Section.
P.L. 1986, ch. 256, § 1; P.L. 1987, ch. 185, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-5. - Applicability of other laws — Conflict of laws.

§ 7-6.1-5. Applicability of other laws — Conflict of laws.
The provisions of chapter 1.2 of this title are applicable to cooperative housing corporations. However, a limited-equity housing corporation may elect to apply the provisions of chapter 6 of this title to the corporation’s operation in lieu of chapter 1.2 of this title. All cooperative housing corporations shall enjoy the powers and privileges, and be subject to the duties, restrictions, and liabilities of other corporations, except where inconsistent with the letter and purpose of this chapter. This chapter takes precedence in the event of any conflict with provisions of chapter 1.2 or 6 of this title.
History of Section.
P.L. 1986, ch. 256, § 1; P.L. 1987, ch. 185, § 1; P.L. 2005, ch. 36, § 5; P.L. 2005, ch. 72, § 5.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-6. - Articles of organization.

§ 7-6.1-6. Articles of organization.
Three (3) or more persons who are residents of the state may organize a cooperative housing corporation by filing articles of organization with the secretary of the state. The articles must meet the requirements of chapter 1.2 of this title and shall additionally state:
(1)
Whether transfer of its stock is restricted;
(2)
Whether or not it is authorized to pay dividends on its stock, but no cooperative corporation may pay a dividend of more than ten percent (10%), noncumulative, upon its stock;
(3)
Whether the transfer value of its stock is restricted;
(4)
Whether it is organized as a business or non-business cooperative housing corporation.
History of Section.
P.L. 1986, ch. 256, § 1; P.L. 2005, ch. 36, § 5; P.L. 2005, ch. 72, § 5.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-7. - Name.

§ 7-6.1-7. Name.
The name of each cooperative housing corporation must comply with the relevant provisions of chapter 1.2 or 6 of this title and, in addition, must contain the word “cooperative”.
History of Section.
P.L. 1986, ch. 256, § 1; P.L. 2005, ch. 36, § 5; P.L. 2005, ch. 72, § 5.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-8. - Name — Forfeiture — Judicial action.

§ 7-6.1-8. Name — Forfeiture — Judicial action.
Any domestic or foreign person, partnership, association, or corporation, except producers’ cooperatives, consumers’ cooperatives, cooperative banks and corporations, transacting business in the state under any name or title containing the word “cooperative” or any close variation, forfeits to the state one hundred dollars ($100) for every day the name or title is used. The forfeiture may be recovered by an information brought in the supreme court or superior court by the attorney general or any other person. The court may enjoin the unlawful use and may make any other orders and decrees that justice and equity require.
History of Section.
P.L. 1986, ch. 256, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-9. - Power to make, amend, or repeal bylaws.

§ 7-6.1-9. Power to make, amend, or repeal bylaws.
The power to make, amend, or repeal bylaws is reserved to the stockholders or members in the case of a non-business cooperative housing corporation.
History of Section.
P.L. 1986, ch. 256, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-10. - Articles or bylaws.

§ 7-6.1-10. Articles or bylaws.
The articles or bylaws may provide:
(1)
For election of directors and other officials by unit or district;
(2)
For voting by stockholders or members on the basis of one vote per stockholder or member, or one vote per dwelling unit rather than one vote per share or certificate;
(3)
That any action required or permitted to be taken at a meeting of stockholders or members may be taken by mail ballot;
(4)
For a method of membership representation of stockholders or members at meetings by delegates from units or districts; provided, that delegates must be proportional to the number of stockholders or members in each unit district;
(5)
For redemption or recall of stock;
(6)
For termination of membership rights and privileges of a stockholder;
(7)
Standards for eligibility to become a stockholder or member;
(8)
For the allocation of its net savings among the uses permitted in § 7-6.1-11.
History of Section.
P.L. 1986, ch. 256, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-11. - Net savings — Apportionment.

§ 7-6.1-11. Net savings — Apportionment.
At least once a year, the board of every cooperative housing corporation shall, after first setting aside an adequate portion of the net savings in a reserve fund for the general operation of the business, apportion the remainder of the net savings in one or more of the following ways:
(1)
As a dividend not to exceed ten percent (10%), noncumulative, upon one or more classes of stock;
(2)
As an equitable distribution or refund to all patrons in proportion to their individual patronage except that:
(i)
In the case of a subscriber patron, the distribution or refund may be credited to the subscriber’s account until the subscription has been fully paid; and
(ii)
In the case of a nonmember patron, the amount otherwise distributable may be retained by the cooperative housing corporation;
(3)
This section does not prevent a cooperative housing corporation from disposing of the net savings by reducing the cost of goods, facilities, or services or by applying the net savings otherwise for the common benefit of members or stockholders;
(4)
This section does not prevent a cooperative housing corporation from adopting a system by which the payment of net savings is deferred for a fixed period of time, nor from adopting a system in which the net savings distributed are partly in cash and partly in stock.
History of Section.
P.L. 1986, ch. 256, § 1; P.L. 2018, ch. 346, § 7.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-12. - Termination of proprietary leases.

§ 7-6.1-12. Termination of proprietary leases.
A cooperative housing corporation may terminate all of its proprietary leases, but only by agreement of proprietary lessees holding at least eighty percent (80%) of its stock or any larger percentage than specified in the articles or bylaws.
History of Section.
P.L. 1986, ch. 256, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.1 - Cooperative Housing Corporations › Section 7-6.1-13. - Loans.

§ 7-6.1-13. Loans.
Any financial institution organized, incorporated, chartered, or licensed to conduct business under the laws of the state of Rhode Island shall be authorized to make loans secured by a pledge of a proprietary lease and the appurtenant stock of a cooperative housing corporation upon the same terms and with the same limitations as loans secured by mortgages of real property.
History of Section.
P.L. 1986, ch. 256, § 1; P.L. 2018, ch. 346, § 7.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-1. - Legislative purpose.

§ 7-6.2-1. Legislative purpose.
The purpose of this chapter is to promote the creation of workers’ cooperatives by incentivizing workers to create enterprises that are democratically controlled and operated by their own workers.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-2. - Definitions.

§ 7-6.2-2. Definitions.
As used in this chapter, the following words and terms have the following meaning:
(1)
“Member” means a natural person who has been accepted in and owns a membership share issued by a workers’ cooperative.
(2)
“Paid-in capital” means money or other property contributed by a member to a workers’ cooperative that is exclusive of any membership fee.
(3)
“Patronage” means the amount of work performed as a member of a workers’ cooperative that is measured in accordance with the certificate of incorporation and bylaws.
(4)
“Person” means an individual, a partnership, a corporation, an association, or two (2) or more persons having a joint or common interest.
(5)
“Workers’ cooperative” means a corporation that has elected to be governed by the provisions of this chapter.
(6)
“Written notice of allocation” means the amount of work performed as a member of a workers’ cooperative that is measured in accordance with the certificate of incorporation and bylaws.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-3. - Corporations organized under general corporation law; election to be governed as workers’ cooperative.

§ 7-6.2-3. Corporations organized under general corporation law; election to be governed as workers’ cooperative.
Any corporation organized under chapter 1.2 of title 7 may elect to be governed as a workers’ cooperative under the provisions of this chapter, by so stating in its certificate of incorporation filed in accordance with §§ 7-1.2-201 and 7-1.2-202 of the Rhode Island business corporation act, or amendments to its certificate of incorporation filed in accordance with §§ 7-1.2-901 — 7-1.2-907.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.