reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-22. - 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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;
(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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-40. - Articles of amendment.

§ 7-6-40. Articles of amendment.
The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary and shall set forth:
(1)
The name of the corporation;
(2)
The amendment so adopted;
(3)
If there are members entitled to vote on the amendment:
(i)
A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or
(ii)
A statement that the amendment was adopted by a consent in writing signed by all members entitled to vote on it; and
(4)
If there are no members, or no members entitled to vote on the amendment, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-41. - Effectiveness of amendment.

§ 7-6-41. Effectiveness of amendment.
(a)
The articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:
(1)
Endorse on the original the word “Filed”, and the month, day, and year of the filing;
(2)
File the original in the secretary of state’s office; and
(3)
Issue a certificate of amendment.
(b)
The certificate of amendment shall be delivered to the corporation or its representative.
(c)
Upon the issuance of the certificate of amendment by the secretary of state, or upon any later date, not more than 30 days after the filing of articles of amendment, that is set forth in the articles, the amendment becomes effective and the articles of incorporation are deemed to be amended accordingly.
(d)
No amendment affects any existing cause of action in favor of or against the corporation, or any pending action to which the corporation is a party, or the existing rights of persons other than members; and, in the event the corporate name is changed by amendment, no action brought by or against the corporation under its former name abates for that reason.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-41.1. - Certificate of correction.

§ 7-6-41.1. Certificate of correction.
(a)
Whenever any instrument authorized to be filed with the secretary of state under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed, or acknowledged, the instrument may be corrected by filing with the secretary of state a certificate of correction, which must be executed, acknowledged, and filed in accordance with this section.
(b)
The corrected instrument must be specifically designated as such in its heading, specify the inaccuracy or defect to be corrected, and set forth the entire instrument in corrected form.
(c)
The certificate of correction shall be executed by the corporation, by its president or vice president, and by its secretary or an assistant secretary and shall set forth:
(1)
The name of the corporation.
(2)
The inaccuracy or defect to be corrected and set forth the portion of the instrument in corrected form.
(3)
If there are members entitled to vote on the correction:
(i)
A statement setting forth the date of the meeting of members at which the correction was adopted, that a quorum was present at the meeting, and that the correction received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or
(ii)
A statement that the correction was adopted by a consent in writing signed by all members entitled to vote on it.
(4)
If there are no members, or no members entitled to vote on the correction, a statement of the fact, the date of the meeting of the board of directors at which the correction was adopted, and a statement of the fact that the correction received the vote of a majority of the directors in office.
(5)
The entire instrument in corrected form attached.
(d)
An instrument corrected in accordance with this section is effective as of the date the original instrument was filed, except as to those individuals who are substantially and adversely affected by the correction and as to those individuals the instrument as corrected is effective from its filing date.
History of Section.
P.L. 2012, ch. 81, § 1; P.L. 2012, ch. 103, § 1; P.L. 2018, ch. 346, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-43. - Procedure for merger.

§ 7-6-43. Procedure for merger.
(a)
Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may merge into one of the entities pursuant to a plan of merger approved in the manner provided in this chapter. This section does not apply to insurance holding company systems as defined in § 27-35-1.
(b)
Each entity shall adopt a plan of merger setting forth:
(1)
The names of the entities proposing to merge, and the name of the entity into which they propose to merge, which is subsequently designated as the surviving entity;
(2)
The terms and conditions of the proposed merger;
(3)
A statement of any changes in the articles of incorporation of the surviving entity to be effected by the merger; and
(4)
Such other provisions regarding the proposed merger that are deemed necessary or desirable.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-44. - Procedure for consolidation.

§ 7-6-44. Procedure for consolidation.
(a)
Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may consolidate into one of the entities pursuant to a plan of consolidation approved in the manner provided in this chapter. This section does not apply to insurance holding company systems as defined in § 27-35-1.
(b)
Each entity shall adopt a plan of consolidation setting forth:
(1)
The names of the entities proposing to consolidate, and the name of the new entity into which they propose to consolidate, which is subsequently designated as the new entity;
(2)
The terms and conditions of the proposed consolidation;
(3)
Regarding the new entity, all of the statements required to be set forth in articles of incorporation for entities organized under this chapter; and
(4)
Any other provisions regarding the proposed consolidation that are deemed necessary or desirable.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-45. - Approval of merger or consolidation.

§ 7-6-45. Approval of merger or consolidation.
(a)
A plan of merger or consolidation is adopted in the following manner:
(1)
If the members of any merging or consolidating corporation are entitled to vote on it, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary of the plan shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least a majority of the votes that members present at each meeting or represented by proxy are entitled to cast.
(2)
If any merging or consolidating corporation has no members, or no members entitled to vote on it, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.
(3)
A limited liability company party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by § 7-16-21.
(4)
A domestic limited partnership party to a proposed merger or consolidation shall have the plan of merger or consolidation, unless otherwise provided in the limited partnership agreement, authorized and approved in the manner and by the vote required by the laws of this state for mergers or consolidations of a domestic limited partnership with other limited partnerships or other business entities.
(b)
After approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to any provisions for abandonment set forth in the plan of merger or consolidation.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-46. - Articles of merger or consolidation.

§ 7-6-46. Articles of merger or consolidation.
(a)
Upon approval, articles of merger or articles of consolidation shall duly be executed and shall set forth:
(1)
The plan of merger or the plan of consolidation;
(2)
If the members of any merging or consolidating corporation are entitled to vote on the plan, then as to each corporation:
(i)
A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or
(ii)
A statement that the plan was adopted by a consent in writing signed by all members entitled to vote on it;
(3)
If any merging or consolidating corporation has no members, or no members entitled to vote on the plan, then as to each corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office;
(4)
A statement that the plan of merger was authorized and approved by each other constituent entity;
(5)
The effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation;
(6)
The identity of the surviving entity or the new entity by name, type, and state or other jurisdiction under whose laws it is organized or formed.
(b)
The articles of merger or articles of consolidation shall be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, he or she shall, when all fees have been paid as prescribed in this chapter:
(1)
Endorse on the original the word “Filed,” and the month, day, and year of the filing;
(2)
File the original in the secretary of state’s office;
(3)
Issue a certificate of merger or a certificate of consolidation.
(c)
The certificate of merger or certificate of consolidation shall be delivered to the surviving or new entity, as the case may be, or its representative.
(d)
The articles of merger or consolidation shall act as a certificate of cancellation for each party to the merger or consolidation that is not the surviving entity or the new entity.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-47. - Effect of merger or consolidation.

§ 7-6-47. Effect of merger or consolidation.
(a)
Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation is effected.
(b)
When the merger or consolidation has been effected:
(1)
The several parties to the plan of merger or consolidation are a single entity, that, in the case of a merger, is that entity designated in the plan of merger as the surviving entity, and, in the case of a consolidation, is the new entity provided for in the plan of consolidation.
(2)
The separate existence of all parties to the plan of merger or consolidation, except the surviving or new entity, ceases.
(3)
The surviving or new entity has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of an entity organized under this chapter.
(4)
The surviving or new entity at that time and subsequently possesses all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating entities; and all property, real, personal, and mixed, and all debts due on any account, and all other choses in action. Every other interest, of or belonging to or due to each of the entities merged or consolidated, is deemed to be transferred to and vested in the single entity without further act or deed. The title to any real estate, or any interest in it, vested in any of the entities does not revert or become in any way impaired because of the merger or consolidation.
(5)
The surviving or new entity is from that time on responsible and liable for all the liabilities and obligations of each of the entities merged or consolidated. Any claim existing or action or proceeding pending by or against any of the entities may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any entity is impaired by the merger or consolidation.
(6)
In the case of a merger, the articles of incorporation of the surviving entity are deemed to be amended to the extent that changes in its articles of formation are stated in the plan of merger. In the case of a consolidation, the statements set forth in the articles of consolidation and that are required or permitted to be set forth in the articles of incorporation of entities organized under this chapter are deemed to be the articles of incorporation of the new entity.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-48. - Merger or consolidation of domestic and foreign corporations.

§ 7-6-48. Merger or consolidation of domestic and foreign corporations.
(a)
Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign entity is organized:
(1)
Each domestic entity shall comply with the provisions of this chapter regarding the merger or consolidation of domestic entities and each foreign entity shall comply with the applicable provisions of the laws of the state under which it is organized.
(2)
If the surviving or new entity is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign entities if it is to conduct affairs in this state, and in every case it shall file with the secretary of state of this state:
(i)
An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic entity that is a party to the merger or consolidation; and
(ii)
An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any proceeding.
(b)
The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic entities, if the surviving or new entity is to be governed by the laws of this state. If the surviving or new entity is to be governed by the laws of any state other than this state, the effect of the merger or consolidation is the same as in the case of the merger or consolidation of domestic entities except insofar as the laws of the other state provide otherwise.
(c)
After approval by the members or, if there are no members entitled to vote on it, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions for abandonment set forth in the plan of merger or consolidation.
(d)
This section does not apply to insurance holding company systems as defined in § 27-35-1.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-48.2. - Filing of certificate of conversion to corporation (nonprofit).

§ 7-6-48.2. Filing of certificate of conversion to corporation (nonprofit).
(a)
The certificate of conversion to corporation (nonprofit) shall be delivered to the secretary of state. If the secretary of state finds that the certificate of conversion to corporation (nonprofit) conforms to law, the secretary of state shall, when all fees have been paid as prescribed in subsection (b) of this section:
(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 conversion to corporation (nonprofit).
(b)
The secretary of state shall charge and collect for filing a certificate of conversion (nonprofit), twenty-five dollars ($25.00).
(c)
The certificate of conversion to corporation (nonprofit) shall be delivered to the corporation.
History of Section.
P.L. 2021, ch. 232, § 2, effective July 8, 2021; P.L. 2021, ch. 335, § 2, effective July 9, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-48.4. - Filing of certificate of conversion to corporation (nonprofit).

§ 7-6-48.4. Filing of certificate of conversion to corporation (nonprofit).
(a)
The certificate of conversion to corporation (nonprofit) shall be delivered to the secretary of state. If the secretary of state finds that the certificate of conversion to corporation (nonprofit) conforms to law, the secretary of state shall, when all fees have been paid as prescribed in subsection (b) of this section:
(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 conversion to corporation (nonprofit).
(b)
The secretary of state shall charge and collect for filing a certificate of conversion (nonprofit), twenty-five dollars ($25.00).
(c)
The certificate of conversion to corporation (nonprofit) shall be delivered to the corporation.
History of Section.
P.L. 2021, ch. 232, § 2, effective July 8, 2021; P.L. 2021, ch. 335, § 2, effective July 9, 2021.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-49. - Sale, lease, exchange, or mortgage of assets.

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