reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 6 - Shares Issuance and Distributions › Section 7-1.2-610. - Fractional shares.

§ 7-1.2-610. Fractional shares.
(a)
A corporation may:
(1)
Issue fractions of a share;
(2)
Arrange for the disposition of fractional interests by those entitled to those interests;
(3)
Pay in cash the fair value of fractions of a share as of the time when those entitled to receive the fractions are determined; or
(4)
Issue scrip in registered or bearer form which entitles the holder to receive a certificate for a full share upon the surrender of the scrip aggregating a full share.
(b)
A certificate for a fractional share, but not scrip, entitles unless it otherwise provides, the holder to exercise voting rights, to receive dividends on that share, and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may issue scrip subject to the condition that it becomes void if not exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which scrip is exchangeable may be sold by the corporation and the proceeds from the sale distributed to the holders of scrip, or subject to any other conditions which the board of directors deems advisable.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 6 - Shares Issuance and Distributions › Section 7-1.2-611. - Bonds — Facsimile signatures and seals.

§ 7-1.2-611. Bonds — Facsimile signatures and seals.
The seal of the corporation and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached to the bond may be facsimiles if the bond is countersigned by an officer or other agent of a trustee or other certifying or authenticating authority. In case any officer or other agent who has signed or whose facsimile signature has been placed upon the bond or coupon has ceased to be the officer or agent before the bond is issued, it may be issued by the corporation with the same effect as if he were the officer or agent at the date of its issue.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 6 - Shares Issuance and Distributions › Section 7-1.2-612. - Liability of subscribers and shareholders.

§ 7-1.2-612. Liability of subscribers and shareholders.
(a)
A holder of or subscriber to shares of a corporation is under no obligation to the corporation or its creditors with respect to the shares other than the obligation to pay to the corporation the unpaid portion of the consideration for which the shares were issued or to be issued, which in no event may be less than the amount of the consideration for which the shares could be lawfully issued.
(b)
Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration for the shares has not been paid is not personally liable to the corporation or its creditors for any unpaid portion of the consideration. An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors or receiver is not personally liable to the corporation as a holder of or subscriber to shares of a corporation but the estate and funds in his or her hands are so liable.
(c)
No pledgee or other holder of shares as collateral security is personally liable as a shareholder.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 7 - Shareholders › Section 7-1.2-702. - Notice to shareholders.

§ 7-1.2-702. Notice to shareholders.
(a)
Any notice to shareholders given by the corporation under any provision of this chapter, the articles of incorporation or the bylaws is effective if given in writing, or by facsimile or a form of electronic transmission consented to by the shareholder to whom the notice is given. Any consent to alternative notice is revocable by the shareholder by written notice to the corporation. Any consent to alternative notice is deemed revoked if:
(1)
The corporation is unable to deliver by facsimile or electronic transmission two (2) consecutive notices given by the corporation in accordance with such consent; and
(2)
Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation does not invalidate the action.
(b)
If mailed, the notice is deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the stock transfer books of the corporation, with prepaid postage on the mail.
(c)
In the case of any corporation which has fifty (50) or more shareholders of record, if two (2) successive notices, reports or other communications addressed to a shareholder of the corporation at the address of the shareholder appearing on the books of the corporation have been returned to the corporation by the United States postal service marked to indicate that the United States postal service is unable to deliver the notices, reports or other communications to the shareholder at the address, all future notices, reports or other communications are deemed to have been given without further mailing if they are available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice, report, or other communication to other shareholders.
(d)
A shareholder may waive any notice required by this section, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 7 - Shareholders › Section 7-1.2-704. - Voting list.

§ 7-1.2-704. Voting list.
(a)
After fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting.
(b)
The shareholders’ list must be available for inspection by any shareholder, at least ten (10) days before the meeting for which the list was prepared and continuing through the meeting, at the corporation’s registered office or principal place of business. A shareholder, his or her agent or attorney is entitled on written demand to inspect the list during regular business hours during the period it is available for inspection.
(c)
The corporation shall make the shareholders’ list available to any shareholder in attendance, whether in person or by remote communication, and any shareholder, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d)
The persons who appear from the list to be shareholders entitled to vote at the meeting may vote at the meeting.
(e)
If the right to vote at any meeting is challenged, the person presiding at the meeting shall rely on the list to determine the right of the challenged person to vote.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2018, ch. 346, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 7 - Shareholders › Section 7-1.2-705. - Quorum of shareholders required for shareholders’ action.

§ 7-1.2-705. Quorum of shareholders required for shareholders’ action.
(a)
Unless otherwise provided in the articles of incorporation or bylaws, a majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders, but in no event does a quorum consist of less than one-third (⅓) of the shares entitled to vote at the meeting. If a quorum is present, unless the vote of a greater number or voting by classes is required by this chapter or the articles of incorporation or bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter is the act of the shareholders.
(b)
Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. No amendment to the bylaws made by the board of directors pursuant to § 7-1.2-203 may require a greater number or voting by classes.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 7 - Shareholders › Section 7-1.2-706. - Greater voting requirements.

§ 7-1.2-706. Greater voting requirements.
Whenever, with respect to any action to be taken by the shareholders of a corporation, the articles of incorporation require the vote of the holders of a greater proportion of the shares, or of any class or series of the shares, than required by this chapter with respect to the action, the provisions of the articles of incorporation control. An amendment of the articles of incorporation which changes or deletes a provision is authorized by the same vote as would be required to take action under the provision.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 7 - Shareholders › Section 7-1.2-707. - Action by shareholders without a meeting.

§ 7-1.2-707. Action by shareholders without a meeting.
(a)
Any action required or permitted to be taken at a meeting of shareholders by this chapter, or the articles of incorporation or bylaws of a corporation, may be taken without a meeting if all the shareholders entitled to vote on the action consent to the action in writing.
(b)(1)
Except for actions pursuant to § 7-1.2-1002 or § 7-1.2-1102, any action required or permitted to be taken at a meeting of shareholders by this chapter or the articles of incorporation or bylaws of a corporation, may be taken without a meeting upon the written consent of less than all the shareholders entitled to vote on the action, if:
(i)
Shareholders who consent would be entitled to cast at least the minimum number of votes that would be required to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting in person or by proxy; and
(ii)
Action pursuant to this section is authorized by the articles of incorporation.
(2)
Prompt notice of the action must be given to all shareholders who would have been entitled to vote upon the action if the meeting were held.
(c)
Whenever action is taken pursuant to this section, the written consents of the shareholders consenting to the action must be filed with the minutes of proceedings of shareholders.
(d)
Any action taken pursuant to this section has the same effect for all purposes as if the action had been taken at a meeting of the shareholders.
(e)
If any other provision of this chapter requires the filing of a certificate upon the taking of an action by shareholders, and action is taken in the manner authorized by this section, the certificate must state that the action was taken without a meeting pursuant to the written consents of the shareholders and must include the number of shares represented by the consents.
(f)
The record date for determining shareholders entitled to express consent in writing, without a meeting, is determined in accordance with § 7-1.2-703 and, if no record date is fixed for the determination of shareholders entitled to vote by written consent, the date on which such request for written consent is delivered, in accordance with § 7-1.2-702, to shareholders is the record date for the determination of shareholders entitled to express such written consent.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 7 - Shareholders › Section 7-1.2-709. - Voting trusts and agreements among shareholders.

§ 7-1.2-709. Voting trusts and agreements among shareholders.
(a)
Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed ten (10) years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purposes of the agreement. The trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all the holders and the number and class of the shares in respect of which the voting trust certificates held by each are issued, and shall deposit a copy of the record with the corporation at its registered office. The counterpart of the voting trust agreement and the copy of the record deposited with the corporation are subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and the counterpart and the copy of the record is subject to examination by any holder of record of voting trust certificates, either in person or by agent or attorney, at any reasonable time for any proper purpose. The trust certificates must state that they are issued pursuant to the voting trust agreement, and that fact must be stated in the stock ledger of the corporation.
(b)
Agreements among shareholders regarding the voting of their shares are valid and enforceable in accordance with their terms for a period not to exceed ten (10) years. An agreement is not subject to the provision of this section regarding voting trusts unless it is stated in the agreement that it is a voting trust.
(c)
The provisions of this section are construed as permissive and should not be interpreted to invalidate any voting or other agreement among shareholders, or any irrevocable proxy which is otherwise not illegal.
(d)
A voting trust or shareholders agreement may at any time or times be extended for an additional period not in excess of ten (10) years, but the extension is binding only with respect to those shares owned of record or beneficially by parties to the extension.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 7 - Shareholders › Section 7-1.2-710. - Voting and inspection rights of bondholders and debenture holders.

§ 7-1.2-710. Voting and inspection rights of bondholders and debenture holders.
The articles of incorporation may, to the extent and in the manner provided in the articles of incorporation, confer on the holders of bonds or other evidences of indebtedness of the corporation rights to vote in the election of directors and on any other matters on which shareholders may vote and rights to inspect the books and records of the corporation.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-801. - Board of directors.

§ 7-1.2-801. Board of directors.
(a)
Except as may be otherwise provided in this chapter or in the articles of incorporation, the business and affairs of a corporation are managed by a board of directors. Directors need not be residents of this state or shareholders of the corporation unless the articles of incorporation or bylaws require it. The articles of incorporation or bylaws may prescribe other qualifications for directors. The board of directors has authority to fix the compensation of directors unless otherwise provided in the articles of incorporation.
(b)
A director shall discharge his duties as a director, including his duties as a member of a committee:
(1)
In good faith;
(2)
With the care that a person in a like position would reasonably believe appropriate 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.
(f)
For the purposes of subsections (b) through (e), “corporation” also includes any financial institution, insurance company, public utility or other quasi-public corporation having purposes enumerated as exceptions to this chapter in § 7-1.2-301 and the provisions of subsections (b) through (e) of this section are applicable to the directors of that corporation.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-802. - Number and election of directors.

§ 7-1.2-802. Number and election of directors.
The board of directors of a corporation consists of one or more members. The number of directors is fixed by, or in the manner provided in, the articles of incorporation or the bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, but no decrease has the effect of shortening the term of any incumbent director. If the articles of incorporation provide for the election of directors in the manner specified in subsection (d) of § 7-1.2-708, the number of directors may not be decreased unless approved by the shareholders with less than the number of shares previously entitled to elect one director voting against the decrease. Initial directors hold office until the first annual meeting of shareholders, and until their successors have been elected and qualified. At the first annual meeting of shareholders and at each subsequent annual meeting, the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in the case of the classification of directors as permitted by this chapter. Each director holds office for the term for which he or she is elected and until his or her successor has been elected and qualified. Any director may resign at any time upon notice given in writing to the corporation.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 36, § 36; P.L. 2005, ch. 72, § 36; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-803. - Classification of directors.

§ 7-1.2-803. Classification of directors.
When the board of directors consists of nine (9) or more members, in lieu of electing the whole number of directors annually, the articles of incorporation may provide that the directors be divided into either two (2) or three (3) classes, each class to be as nearly equal in number as possible, the term of office of directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after the classification, the number of directors equal to the number of the class whose term expires at the time of the meeting will be elected to hold office until the second succeeding annual meeting, if there are two (2) classes, or until the third succeeding annual meeting, if there are three (3) classes. No classification of directors is effective prior to the first annual meeting of shareholders. The articles of incorporation may confer upon holders of any class or series of shares the right to elect one or more directors who serve for any term and have any voting powers stated in the articles of incorporation. The terms of office and voting powers of the directors elected in the manner provided in the articles of incorporation may be greater than or less than those of any other director or class of directors.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-804. - Vacancies.

§ 7-1.2-804. Vacancies.
Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy is elected for the unexpired term of his or her predecessor in office. 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 by the shareholders. If at any time, by reason of death, resignation or other cause, a corporation should have no directors in office, then any officer or any shareholder or an executor, administrator, trustee or guardian of a shareholder, or other fiduciary entrusted with like responsibility for the person or estate of a shareholder, may call a special meeting of shareholders in accordance with the provisions of the articles of incorporation or the bylaws, or may apply to the superior court for a decree summarily ordering a meeting for the purposes of conducting an election.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-805. - Removal of directors.

§ 7-1.2-805. Removal of directors.
(a)
Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw adopted by the shareholders may provide for the removal by action of the board, except in the case of any director elected by cumulative voting, or by the holders of the shares of any class or series, or holders of bonds, voting as a class, when entitled by the provisions of the articles of incorporation.
(b)
Unless the articles of incorporation provide that directors may be removed only for cause, any or all of the directors may be removed without cause by vote of the shareholders.
(c)
The removal of directors, with or without cause, as provided in subsections (a) and (b) of this section is subject to the following:
(1)
In the case of a corporation having cumulative voting, no director may be removed when the votes cast against his or her removal would be sufficient to elect him or her if voted cumulatively at an election at which the same total number of votes were cast and the entire board, or the entire class of directors of which he or she is a member, were then being elected; and
(2)
When by the provisions of the articles of incorporation the holders of the shares of any class or series, or holders of bonds, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series or the holders of the bonds, voting as a class.
(d)
An action to procure a judgment removing a director for cause may be brought by the attorney general or by the holders of ten percent (10%) of the outstanding shares, whether or not entitled to vote. The court having jurisdiction may bar from reelection any directors so removed for a period fixed by the court.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-806. - Quorum of directors.

§ 7-1.2-806. Quorum of directors.
A majority of the number of directors fixed by or in the manner provided in the articles of incorporation or the bylaws, or by the shareholders or in the absence of a bylaw or shareholder action fixing the number of directors, then of the number stated in the articles of incorporation, constitutes a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-807. - Director and officer conflicts of interest.

§ 7-1.2-807. Director and officer conflicts of interest.
(a)
No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, is void or voidable nor are the directors or officers liable with respect to the contract or transaction solely for this reason, or solely because the director or officer is present at, or participates in, the meeting of the board or committee of the board which authorizes the contract or transaction, or solely because his or her or their votes are counted for that purpose, if:
(1)
The material facts as to his or her or their interest or relationship are disclosed or are known to the board of directors or the committee, and the board of directors or committee authorizes, approves, or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
(2)
The material facts as to his or her or their interest or relationship are disclosed or are known to the shareholders entitled to vote on the contract or transaction, and the contract or transaction is specifically authorized, approved, or ratified by vote of the shareholders; or
(3)
The contract or transaction is fair and reasonable as to the corporation.
(b)
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-808. - Executive and other committees.

§ 7-1.2-808. Executive and other committees.
Unless otherwise restricted or limited by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution or in the articles of incorporation or the bylaws of the corporation, have and may exercise all the authority of the board of directors, but no committee has the authority of the board of directors in reference to amending the articles of incorporation, adopting a plan of merger, recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the corporation other than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution or revocation of the corporation, or amending the bylaws of the corporation. The designation of any committee and the delegation to the committee of authority does not operate to relieve the board of directors, or any member of the board, of any responsibility imposed by law.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-809. - Place, notice, and form of notice of directors’ and committee meetings.

§ 7-1.2-809. Place, notice, and form of notice of directors’ and committee meetings.
(a)
Meetings of the board of directors, or any committee designated by the board, regular or special, may be held either within or without this state.
(b)
Regular meetings of the board of directors or any committee designated by the board may be held with or without notice as prescribed in the bylaws. Unless the articles of incorporation or the bylaws provide for an alternative period, special meetings of the board of directors or any committee designated by the board must be preceded by at least two (2) days’ notice of the date, time, and place of the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated by the board of directors need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time and participation by those means constitutes presence in person at a meeting.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-810. - Action by directors without a meeting.

§ 7-1.2-810. Action by directors without a meeting.
Unless otherwise provided by the articles of incorporation or bylaws, any action required by this chapter to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if all of the directors, or all of the members of the committee, as the case may be, consent thereto in writing or by electronic transmission, before or after the action, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. The consent has the same effect as a unanimous vote for all purposes, and that may be stated in any certificate or other document filed with the secretary of state.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-812. - Officers.

§ 7-1.2-812. Officers.
(a)
The officers of a corporation consist of a president, a secretary, and a treasurer, and such other officers as are authorized by the bylaws or the board of directors each of whom is elected by the board of directors or by the shareholders at a time and in a manner as prescribed by the bylaws. Any other officers and assistant officers and agents that are necessary may be elected or appointed by the board of directors or by the shareholders or chosen in another manner prescribed by the bylaws. Any two (2) or more offices may be held by the same person. A failure to elect officers does not dissolve or otherwise affect the corporation.
(b)
All officers of the corporation, as between themselves and the corporation, have the authority and perform any duties in the management of the corporation that may be provided in the bylaws, or that may be determined by resolution of the board of directors, subject to any limitations on the authority contained in the bylaws.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 8 - Directors and Officers › Section 7-1.2-813. - Resignation and removal of officers.

§ 7-1.2-813. Resignation and removal of officers.
An officer may resign at any time by delivering notice to the corporation. Any officer may be removed at any time with or without cause by the board of directors or by any other manner permitted by the articles of incorporation or the bylaws. Election, appointment or removal of an officer or agent does not of itself create contract rights.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 9 - Amendment of Articles of Incorporation › Section 7-1.2-901. - Right to amend articles of incorporation.

§ 7-1.2-901. Right to amend articles of incorporation.
A corporation may amend its articles of incorporation, from time to time, in any and all respects as is desired, to the extent that its articles of incorporation, as amended, contain only provisions that might be lawfully contained in original articles of incorporation filed as of the time of the filing of the amendment, and, if a change in shares or the rights of shareholders, or an exchange, reclassification, subdivision, combination or cancellation of shares or rights of shareholders is to be made, the provisions that may be necessary to effect the change, exchange, reclassification, subdivision, combination or cancellation.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 9 - Amendment of Articles of Incorporation › Section 7-1.2-902. - Right to amend legislative charters.

§ 7-1.2-902. Right to amend legislative charters.
Any corporation created by special act of the general assembly, which is organized under this chapter, whose charter is subject to amendment or repeal at the will of the general assembly, may make amendment to its charter that corporations organized under this chapter may make to their articles of incorporation under § 7-1.2-901. The proposed amendment is effected and evidenced in the same manner, by the same vote and upon the same terms and conditions as are prescribed in §§ 7-1.2-903 and 7-1.2-904.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 9 - Amendment of Articles of Incorporation › Section 7-1.2-905. - Articles of amendment.

§ 7-1.2-905. Articles of amendment.
(a)
The corporation may amend its articles of incorporation by filing with the secretary of state articles of amendment which must state:
(1)
The name of the corporation.
(2)
The amendment so adopted.
(3)
The date of the adoption of the amendment by the shareholders or by the board of directors where no shares have been issued.
(b)
No amendment may affect any existing cause of action in favor of or against the corporation, or any pending suit to which the corporation is a party, or the existing rights of persons other than shareholders; and, in the event the corporate name is changed by amendment, no suit brought by or against the corporation under its former name abates for that reason.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 9 - Amendment of Articles of Incorporation › Section 7-1.2-906. - Restated articles of incorporation.

§ 7-1.2-906. Restated articles of incorporation.
(a)
The corporation may at any time restate its articles of incorporation as previously amended by filing with the secretary of state restated articles of incorporation. The restated articles of incorporation may include one or more amendments to the articles of incorporation adopted in accordance with the provisions of § 7-1.2-903.
(b)
The restated articles of incorporation must state all of the provisions of the articles of incorporation as previously amended, the additional amendments to the articles of incorporation, if any, together with a statement that such additional amendments were adopted in accordance with the provisions of § 7-1.2-903, and a further statement that, except for the designated amendments, if any, the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as previously amended, and that the restated articles of incorporation, together with the designated amendments, if any, supersede the original articles of incorporation and all previous amendments to the articles of incorporation.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 36, § 36; P.L. 2005, ch. 72, § 36.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 9 - Amendment of Articles of Incorporation › Section 7-1.2-907. - Amendment of articles of incorporation in reorganization proceedings.

§ 7-1.2-907. Amendment of articles of incorporation in reorganization proceedings.
(a)
Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, the articles of incorporation of the corporation may be amended, in the manner provided in this section, in as many respects as are necessary to carry out the plan and put into effect, as long as the articles of incorporation, as amended, contain only provisions that might be lawfully contained in original articles of incorporation at the time of making the amendment.
(b)
Articles of amendment approved by decree or order of the court must be executed by the trustee or trustees of such corporation appointed in the reorganization proceedings (or a majority thereof), or if none are appointed and acting, by the person or persons that the court designates or appoints for the purpose, and must state the name of the corporation, the amendments of the articles of incorporation approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered, and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation pursuant to the provisions of an applicable statute of the United States.
(c)
This section does not apply to such corporation upon the entry of a final decree in the reorganization proceedings closing the case and discharging the trustee or trustees, if any.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 10 - Merger; Conversion › Section 7-1.2-1001. - Procedure for merger.

§ 7-1.2-1001. Procedure for merger.
(a)
Any two (2) or more domestic corporations may merge into one of the corporations, or into a new corporation, pursuant to a plan of merger approved in the manner provided in this chapter.
(b)
The board of directors of each corporation shall, by resolution adopted by each board, approve a plan of merger stating:
(1)
The names of the corporations proposing to merge, and the name of the corporation which will survive or result from the merger, which is hereinafter designated as the surviving corporation.
(2)
The terms and conditions of the proposed merger.
(3)
The manner and basis of converting the shares of each merging corporation (other than those held by the surviving corporation, if any) into shares or obligations or other securities of the surviving corporation or, in whole or in part, into cash, property, or shares, obligations, or other securities of any other corporation.
(4)
Any amendments to the articles of incorporation of the surviving corporation to be effected by the merger, or if no amendments are desired, a statement that the articles of incorporation of one of the corporations are the articles of incorporation of the surviving corporation, or in the case of a new corporation, all of the statements required to be stated in articles of incorporation for corporations organized under this chapter.
(5)
Any other provisions with respect to the proposed merger that are deemed necessary or desirable.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 10 - Merger; Conversion › Section 7-1.2-1003. - Articles of merger.

§ 7-1.2-1003. Articles of merger.
(a)
Upon approval, articles of merger must be executed by each corporation by its authorized representative and must state:
(1)
The plan of merger; and
(2)
If, pursuant to § 7-1.2-1005, the merger is to become effective at a time subsequent to the issuance of the certificate of merger by the secretary of state, the date when the merger is to become effective.
(b)
The original articles of merger must be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, and all fees and taxes have been paid, the secretary of state shall:
(1)
Endorse on the original the word “Filed”, and the month, day, and year of the filing;
(2)
File the original in his or her office; and
(3)
Issue a certificate of merger.
(c)
The secretary of state shall deliver the certificate of merger to the surviving or new corporation, as the case may be, or its representative.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2015, ch. 80, § 1; P.L. 2015, ch. 88, § 1; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-1.2 - Rhode Island Business Corporation Act › Part 10 - Merger; Conversion › Section 7-1.2-1004. - Merger of subsidiary corporation.

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