reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.2 - Business Combination Act › Section 7-5.2-2. - Legislative findings.

§ 7-5.2-2. Legislative findings.
The general assembly finds and declares that:
(1)
The hostile takeover of publicly held domestic corporations by business combinations is generally not in the public interest;
(2)
A permissive statutory method should be established under which domestic, publicly owned corporations can have available methods to limit hostile takeovers; and
(3)
In determining whether a takeover, whether by way of tender offer or other acquisition proposal, is desirable, the board of directors of a domestic corporation can review and take into consideration any factors that affect the corporation’s employees, suppliers, creditors, customers, and the community in general.
History of Section.
P.L. 1990, ch. 138, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.2 - Business Combination Act › Section 7-5.2-5. - Exemptions.

§ 7-5.2-5. Exemptions.
The provisions of this chapter do not apply:
(1)
To any business combination of a resident domestic corporation that does not have a class of voting stock registered with the Securities and Exchange Commission pursuant to § 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, unless the articles of incorporation provide otherwise;
(2)
To any business combination of a resident domestic corporation whose articles of incorporation have been amended to provide that the resident domestic corporation is subject to the provisions of this chapter, that did not have a class of voting stock registered with the Securities and Exchange Commission pursuant to § 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, on the effective date of the amendment, and that is a business combination with an interested shareholder whose stock acquisition date is prior to the effective date of the amendment;
(3)
To any business combination of a resident domestic corporation:
(i)
The original articles of incorporation of which contain a provision expressly electing not to be governed by this chapter;
(ii)
That adopts an amendment to the resident domestic corporation’s bylaws prior to March 31, 1991, expressly electing not to be governed by this chapter; or
(iii)
That adopts an amendment to the resident domestic corporation’s articles of incorporation, approved by the affirmative vote of the holders, other than interested shareholders and their affiliates and associates, of two-thirds (⅔) of the outstanding voting stock of the resident domestic corporation, excluding the voting stock of interested shareholders and their affiliates and associates, expressly electing not to be governed by this chapter, provided that the amendment to the articles of incorporation is not effective until twelve (12) months after the vote of the resident domestic corporation’s shareholders and does not apply to any business combination of the resident domestic corporation with an interested shareholder whose stock acquisition date is on or prior to the effective date of the amendment; or
(4)
To any business combination of a resident domestic corporation with an interested shareholder of the resident domestic corporation that became an interested shareholder inadvertently, if the interested shareholder:
(i)
As soon as practicable, divests itself of a sufficient amount of the voting stock of the resident domestic corporation that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the outstanding voting stock of the resident domestic corporation; and
(ii)
Would not at any time within the five-year (5) period preceding the announcement date with respect to the business combination have been an interested shareholder but for the inadvertent acquisition.
History of Section.
P.L. 1990, ch. 138, § 1; P.L. 1991, ch. 422, § 1; P.L. 2018, ch. 346, § 4.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.2 - Business Combination Act › Section 7-5.2-6. - Effect of invalidity of part of this chapter.

§ 7-5.2-6. Effect of invalidity of part of this chapter.
If a court of competent jurisdiction adjudges to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this chapter, the judgment or decree does not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect of the judgment is confined to the clause, sentence, paragraph, section, or part of this chapter adjudged to be invalid or unconstitutional.
History of Section.
P.L. 1990, ch. 138, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.2 - Business Combination Act › Section 7-5.2-7. - Validation of rights plans.

§ 7-5.2-7. Validation of rights plans.
The terms and conditions of rights or options issued by a corporation, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt, or holding of the rights or options by any person or persons owning or offering to acquire a specified number or percentage of the outstanding stock of the corporation, or any transferee or transferees of any person or persons, or that invalidate or void the rights or options held by any person or persons or any transferee or transferees.
History of Section.
P.L. 1990, ch. 138, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.2 - Business Combination Act › Section 7-5.2-8. - Duties in response to acquisition proposals.

§ 7-5.2-8. Duties in response to acquisition proposals.
(a)
In discharging the duties of their respective positions with respect to any proposed business combination, as defined in § 7-5.2-3, the board of directors, committees of the board, individual directors, and individual officers may, in considering the best interest of the corporation, in addition to considering the effects on shareholders, consider any of the following:
(1)
The effect on the corporation’s employees, suppliers, creditors, and customers;
(2)
The effect on the communities in which the corporation operates;
(3)
The long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.
(b)
On the basis of the factors described in subsection (a), if the board of directors determines that any business combination is not in the best interests of the corporation, it may reject the business combination. If the board of directors determines to reject any business combination, the board of directors has no obligation to facilitate, to remove any barriers to, or to refrain from impeding, the business combination.
History of Section.
P.L. 1990, ch. 138, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.3 - Benefit Corporations › Section 7-5.3-1. - Application and effect of chapter.

§ 7-5.3-1. Application and effect of chapter.
(a)
This chapter shall be applicable to all benefit corporations.
(b)
The existence of a provision of this chapter shall not of itself create an implication that a contrary or different rule of law is applicable to a corporation that is not a benefit corporation. This chapter shall not affect a statute or rule of law that is applicable to a corporation that is not a benefit corporation.
(c)
Except as otherwise provided in this chapter, all provisions of the general corporation law, including the Rhode Island Business Corporation Act, chapter 1.2 of this title, applicable to domestic business corporations are applicable to corporations organized under this chapter. A benefit corporation may be subject simultaneously to this chapter and chapter 5.1 of this title. The provisions of this chapter shall control over the provisions of any other chapter of this title to which a benefit corporation is subject.
(d)
A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede a provision of this chapter.
History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1; P.L. 2018, ch. 346, § 5.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.3 - Benefit Corporations › Section 7-5.3-3. - Incorporation of benefit corporation.

§ 7-5.3-3. Incorporation of benefit corporation.
A benefit corporation shall be incorporated in accordance with § 7-1.2-202, and, if applicable, chapter 5.1 of this title but its articles of incorporation must also state that it is a benefit corporation and disclose the fiscal year end of the corporation.
History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.3 - Benefit Corporations › Section 7-5.3-4. - Election of benefit corporation status.

§ 7-5.3-4. Election of benefit corporation status.
(a)
An existing corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 7-1.2-202, a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.
(b)
If an entity that is not a benefit corporation is a party to a merger or conversion and the surviving or resulting entity in the merger or consolidation is to be a benefit corporation, the merger or conversion must be approved by the entity by at least the minimum status vote.
History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.3 - Benefit Corporations › Section 7-5.3-5. - Termination of benefit corporation status.

§ 7-5.3-5. Termination of benefit corporation status.
(a)
A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by § 7-5.3-3 or § 7-5.3-4 to be stated in the articles of a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.
(b)
If a merger or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, the merger or conversion must be adopted by at least the minimum status vote in order to be effective. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.3 - Benefit Corporations › Section 7-5.3-6. - Corporate purposes.

§ 7-5.3-6. Corporate purposes.
(a)
A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under § 7-1.2-301.
(b)
The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under § 7-1.2-301 and subsection (a). The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection (a).
(c)
The creation of general public benefit and specific public benefit under subsections (a) and (b) is in the best interests of the benefit corporation.
(d)
A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote.
History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.3 - Benefit Corporations › Section 7-5.3-9. - Standard of conduct for officers.

§ 7-5.3-9. Standard of conduct for officers.
(a)
Each officer of a benefit corporation shall consider the interests and factors described in § 7-5.3-7(a) in the manner provided in that subsection if:
(1)
The officer has discretion to act with respect to a matter; and
(2)
It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
(b)
The consideration by an officer of interests and factors in the manner described in subsection (a) shall not constitute a violation of the duties of the officer.
(c)
Except as provided in the articles of incorporation, an officer is not personally liable for monetary damages for:
(1)
An action or inaction as an officer in the course of performing the duties of an officer under subsection (a) if the officer performed the duties of the position in compliance with § 7-1.2-812(b) and this section; or
(2)
Failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.
(d)
An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
(e)
An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:
(1)
Is not interested in the subject of the business judgment;
(2)
Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and
(3)
Rationally believes that the business judgment is in the best interests of the benefit corporation.
History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.3 - Benefit Corporations › Section 7-5.3-10. - Benefit officer.

§ 7-5.3-10. Benefit officer.
(a)
A benefit corporation may have an officer designated as the benefit officer.
(b)
A benefit officer shall have:
(1)
The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided:
(i)
By the bylaws; or
(ii)
Absent controlling provisions in the bylaws, by resolutions or orders of the board of directors.
(2)
The duty to prepare the benefit report required by § 7-5.3-12.
History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.3 - Benefit Corporations › Section 7-5.3-11. - Right of action.

§ 7-5.3-11. Right of action.
(a)
Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(1)
Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or
(2)
Violation of an obligation, duty, or standard of conduct under this chapter.
(b)
A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(c)
A benefit enforcement proceeding may be commenced or maintained only:
(1)
Directly by the benefit corporation; or
(2)
Derivatively in accordance with the procedures in § 7-1.2-711 by:
(i)
A person or group of persons that owned beneficially, or of record, at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(ii)
A director;
(iii)
A person or group of persons that owned beneficially, or of record, five percent (5%) or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(iv)
Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
(d)
For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-5.3 - Benefit Corporations › Section 7-5.3-13. - Availability of annual benefit report.

§ 7-5.3-13. Availability of annual benefit report.
(a)
A benefit corporation shall send its annual benefit report to each shareholder within one hundred twenty (120) days following the end of the fiscal year of the benefit corporation, except that the first report shall be recorded the year following the calendar year in which its articles of incorporation or its certificate of authority was issued by the secretary of state.
(b)
A benefit corporation shall post all of its benefit reports on the public portion of its internet website, if any, but the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.
(c)
If a benefit corporation does not have an internet website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy, but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.
(d)
Concurrently with the delivery of the benefit report to shareholders under subsection (c), the benefit corporation shall deliver an annual report as specified in § 7-1.2-1501 together with a copy of the benefit report specified in § 7-5.3-12 to the secretary of state for filing. The compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the secretary of state. The secretary of state shall charge a fee of sixty dollars ($60.00) for filing the combined reports. Benefit corporations will not be subject to the annual report filing period outlined in § 7-1.2-1501(c).
(e)
If the secretary of state finds that the annual report conforms to the requirements of this section, the secretary of state shall file the report. If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the corporation for any necessary corrections, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this section and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the corporation by the secretary of state.
(f)
Each corporation, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) per year.
History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1; P.L. 2015, ch. 61, § 1; P.L. 2015, ch. 65, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-1. - Short title.

§ 7-6-1. Short title.
This chapter shall be known and may be cited as the “Rhode Island Nonprofit Corporation Act”.
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 7-6-3. - Corporations to which this chapter applies.

§ 7-6-3. Corporations to which this chapter applies.
(a)
The provisions of this chapter relating to domestic corporations apply to:
(1)
All corporations organized under these provisions;
(2)
All corporations previously organized under any act hereby or previously repealed for a purpose or purposes for which a corporation might be organized under this chapter; and
(3)
All corporations previously or subsequently created by any special act of the general assembly for a purpose or purposes for which a corporation might be organized under this chapter, except insofar as the provisions of this chapter are inconsistent with the provisions of any special act.
(b)
The provisions of this chapter relating to the amendment of articles of incorporation of domestic corporations apply to all corporations previously or subsequently created by special act of the general assembly whose charters are subject to amendment, repeal, or modification at the pleasure of the general assembly.
(c)
The provisions of this chapter notwithstanding, incorporation authorized by an act entitled “An Act to Incorporate the Bishop and Vicar General of the Diocese of Hartford, Together with the Pastor and Two Laymen of any Roman Catholic Church or Congregation in Rhode Island” passed at the January session, 1869, and any acts in amendment of it or in addition to it may be continued to be made under it and nothing in this chapter or in the general corporation law contained is to be construed as repealing the acts.
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 7-6-4. - Purposes.

§ 7-6-4. Purposes.
Corporations may be organized under this chapter for any lawful purpose or purposes subject to the condition that no part of the net income or profit of any corporation will be distributable to its members, directors, or officers. Subject to that condition, the purpose or purposes for which corporations may be organized under this chapter include, but are not limited to, any one or more of the following purposes or activities:
(1)
Charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; recreational; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; health services; and professional, commercial, industrial, or trade association;
(2)
Libraries; and fire engine companies;
(3)
Constructing, acquiring, leasing, fostering, encouraging, and assisting the physical location, settlement, or resettlement of industrial, manufacturing, commercial, or recreational facilities or enterprises within the state;
(4)
Planning, constructing, erecting, maintaining, operating, and managing land, buildings, and improvements in projects undertaken pursuant to chapters 31 — 33 of title 45;
(5)
Engaging in municipal projects authorized by the governing body of the municipality; and
(6)
Providing housing and related facilities and services for elderly persons.
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 7-6-5. - General powers.

§ 7-6-5. General powers.
Each corporation has power to:
(1)
Have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation;
(2)
Sue and be sued, complain and defend, in its corporate name;
(3)
Have a corporate seal that may be altered at pleasure, and to use that seal by causing it, or a facsimile of it, to be impressed or affixed or in any other manner reproduced;
(4)
Purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property, or any interest in real or personal property, wherever situated, and without restriction as to amount;
(5)
Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;
(6)
Lend money to and use its credit to assist its employees (other than employees who are also directors) and otherwise assist its employees;
(7)
Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality, or of any instrumentality of those entities;
(8)
Make contracts and guarantees and incur liabilities; borrow money at the rates of interest that the corporation determines; issue its notes, bonds, and other obligations; guarantee debts and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income;
(9)
Lend money for its corporate purposes; invest and reinvest its funds; and take and hold real and personal property as security for the payments of funds loaned or invested in that manner;
(10)
Conduct its affairs, carry on its operations, have offices, and exercise the powers granted by this chapter within or without this state;
(11)
Elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation;
(12)
Make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation;
(13)
Unless otherwise provided in the articles of incorporation, make donations for the public welfare or for charitable, scientific, or educational purposes;
(14)
Pay pensions and establish pension plans or pension trusts for any or all of its directors, officers, and employees;
(15)
Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.
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 7-6-7. - Guarantee authorized by members.

§ 7-6-7. Guarantee authorized by members.
Each corporation has the power to make guarantees, although not in furtherance of its corporate purposes, when authorized at a meeting of members by the affirmative vote of a majority of the members entitled to vote on the guarantees, or a greater percentage that may be provided by the articles of incorporation or bylaws, or if there are no members, or no members entitled to vote on the guarantees, by the affirmative vote of a majority of the directors in office, or a greater percentage that is provided by the articles of incorporation or bylaws. If authorized by a like vote, a corporation has the power to mortgage, pledge, or give a security interest in all or any of its property, franchises, and income to secure the guarantee or to secure obligations other than its own.
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 7-6-8. - Limiting powers of certain corporations.

§ 7-6-8. Limiting powers of certain corporations.
(a)
No corporation that is a “private foundation” as defined in § 509(a) (26 U.S.C. § 509(a)) of the Internal Revenue Code of 1954 shall:
(1)
Engage in any act of “self-dealing”, as defined in § 4941(d) (26 U.S.C. § 4941(d)) of the Internal Revenue Code of 1954, which would give rise to any liability for the tax imposed by § 4941(a) (26 U.S.C. § 4941(a)) of the code;
(2)
Retain any “excess business holdings”, as defined in § 4943(c) (26 U.S.C. § 4943(c)) of the Internal Revenue Code of 1954, which would give rise to any liability for the tax imposed by § 4943(a) (26 U.S.C. § 4943(a)) of the code;
(3)
Make any investment which would jeopardize the carrying out of any of the exempt purposes of the trust, within the meaning of § 4944 (26 U.S.C. § 4944) of the Internal Revenue Code of 1954, so as to give rise to any liability for the tax imposed by § 4944(a) (26 U.S.C. § 4944(a)) of the code; and
(4)
Make any “taxable expenditures”, as defined in § 4945(d) (26 U.S.C. § 4945(d)) of the Internal Revenue Code of 1954, which would give rise to any liability for the tax imposed by § 4945(a) (26 U.S.C. § 4945(a)) of the code.
(b)
Each corporation which is a “private foundation” as defined in § 509(a) (26 U.S.C. § 509(a)) of the Internal Revenue Code of 1954 shall distribute for the purposes specified in articles of organization for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by § 4942(a) (26 U.S.C. § 4942(a)) of the code.
(c)
The provisions of subsections (a) and (b) of this section do not apply to any corporation to the extent that a court of competent jurisdiction determines that the application would be contrary to the terms of the articles of organization or other instrument governing the corporation or governing the administration of charitable funds held by it and that the articles of incorporation may not properly be changed to conform to the sections.
(d)
All references to sections of the Internal Revenue Code of 1954 include future amendments to the sections and corresponding provisions of future internal revenue laws.
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 7-6-9. - Exemption from liability.

§ 7-6-9. Exemption from liability.
Notwithstanding any other provisions of this chapter:
(a)
No person serving without compensation as a volunteer, director, officer, or trustee of a nonprofit corporation, including a corporation qualified as a tax-exempt corporation under § 501(c) of the United States Internal Revenue Code, 26 U.S.C. § 501(c), or of an unincorporated nonprofit organization or an unincorporated public charitable institution qualified as a tax-exempt organization under § 501(c) of the United States Internal Revenue Code, is liable to any person based solely on his or her conduct in the execution of the office or duty unless the conduct of the director, officer, trustee, or volunteer regarding the person asserting the liability constituted malicious, willful, or wanton misconduct. As used in this section, “compensation” does not include a per diem or per meeting allowance, health insurance benefits, or reimbursement for out of pocket costs and expenses incurred in the service. Nothing in these provisions is construed to exempt a volunteer from liability based upon his or her ownership and/or operation of a motor vehicle.
(b)
Officers, directors, agents, servants, volunteers, and employees of a corporation are not liable for bodily injury to any person incurred while the person is practicing for, or participating in, any contest or exhibition of an athletic or sports nature sponsored by the corporation; provided, that the person has, or in the case of a minor, a parent or guardian of the minor has, signed a written waiver of liability of the corporation and acknowledgment of assumption of risk regarding the practicing for, or participating in, any contest or exhibition of an athletic or sports nature sponsored by the corporation.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1; P.L. 1987, ch. 522, § 3; P.L. 1988, ch. 573, § 1; P.L. 1989, ch. 186, § 1; P.L. 1989, ch. 380, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-10. - Defense of ultra vires.

§ 7-6-10. Defense of ultra vires.
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid because the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer, but the lack of capacity or power may be asserted:
(1)
In a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems it to be equitable, set aside and enjoin the performance of the contract, and in doing so may allow to the corporation or the other parties to the contract compensation for the loss or damage sustained by either of them that results from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract are not to be awarded by the court as a loss or damage sustained.
(2)
In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the corporation for exceeding their authority.
(3)
In a proceeding by the secretary of state, as provided in this chapter, to revoke the certificate of incorporation of the corporation, or in a proceeding by the secretary of state to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the secretary of state.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-11.1. - Reservation of name — Transfer of reserved name.

§ 7-6-11.1. Reservation of name — Transfer of reserved name.
(a)
The exclusive right to use a specified name for a domestic or foreign nonprofit corporation may be reserved by:
(1)
A person who intends to organize a domestic nonprofit corporation;
(2)
A domestic nonprofit corporation or foreign nonprofit corporation authorized to conduct affairs in this state that, in either case, proposes to change its name;
(3)
A foreign nonprofit corporation that intends to make applications for a certificate of authority to conduct affairs in this state; or
(4)
Any person intending to organize a foreign nonprofit corporation and intending to have it registered in this state and adopt that name.
(b)
A person may reserve a specified name by filing a signed application with the secretary of state accompanied by a fee of twenty dollars ($20.00) and, if the secretary of state finds that the name is available, the secretary of state shall reserve the name for one hundred twenty (120) days for the exclusive use of the applicant.
(c)
The exclusive right to use a reserved name may be transferred to another person by filing with the secretary of state a notice of the transfer, specifying the name and address of the transferee and signed by the applicant for whom the name was reserved.
History of Section.
P.L. 1997, ch. 188, § 3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6 - Rhode Island Nonprofit Corporation Act › Section 7-6-12. - Registered office and registered agent.

§ 7-6-12. Registered office and registered agent.
Each corporation shall have and continuously maintain in this state:
(1)
A registered office, which may be the same as its principal office;
(2)
A registered agent, who may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, having an office identical with the registered 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 7-6-13. - Change of registered office or registered agent.

§ 7-6-13. Change of registered office or registered agent.
(a)
A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement stating:
(1)
The name of the corporation;
(2)
The address of its then-registered office;
(3)
If the address of its registered office is changed, the address to which the registered office is to be changed;
(4)
The name of its then-registered agent;
(5)
If its registered agent is changed, the name of its successor registered agent;
(6)
That the address of its registered office and the address of the office of its registered agent, as changed, will be identical;
(7)
That the change was authorized by a duly adopted resolution by its board of directors.
(b)
The statement shall be executed by the corporation by its president or a vice president and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of this chapter, the secretary of state shall file the statement in the secretary of state’s office, and upon filing, the change of address of the registered office, or the appointment of a new registered agent, or both, becomes effective.
(c)
Any registered agent of a corporation may resign as the agent upon filing a written notice of resignation, executed in duplicate, with the secretary of state, who shall immediately mail a copy of it to the corporation in care of an officer, who is not the resigning registered agent, at the address of the officer as shown by the most recent annual report of the corporation. The appointment of the agent terminates upon the expiration of thirty (30) days after receipt of the notice by the secretary of state.
(d)
If a registered agent changes his, her, or its business address to another place within the state, the registered agent may change the address and the address of the registered office of any corporations of which the registered agent is registered agent by filing a statement as required in this section except that it need be signed only by the registered agent and need not be responsive to subsection (a)(5) or (a)(7) and must recite that a copy of the statement has been mailed to each 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 7-6-14. - Service of process on corporation.

§ 7-6-14. Service of process on corporation.
(a)
The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.
(b)
Whenever a corporation fails to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, the secretary of state shall be an agent of the corporation upon whom any process, notice, or demand may be served. Service on the secretary of state of any process, notice, or demand is made by delivering to and leaving with the secretary of state or with any clerk having charge of the corporation department of the secretary of state’s office, duplicate copies of the process, notice, or demand. In the event any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately forward one of the copies by registered mail, addressed to the corporation at its registered office. Any service upon the secretary of state is returnable in not less than thirty (30) days.
(c)
The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, and shall record in the record the time of service and his or her action with reference to it.
(d)
Nothing contained in these provisions limits or affects the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or subsequently permitted 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 7-6-15. - Members.

§ 7-6-15. Members.
A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes; the manner of election or appointment; and the qualifications and rights of the members of each class shall be stated in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be stated in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership. The directors, officers, employees, and members of the corporation are not liable on its obligations.
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 7-6-16. - Bylaws.

§ 7-6-16. Bylaws.
The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.
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 7-6-18. - Meetings of members.

§ 7-6-18. Meetings of members.
(a)
Meetings of members may be held at any place, either within or without this state, that is provided in the bylaws. In the absence of any provision, all meetings shall be held at the registered office of the corporation in this state.
(b)
An annual meeting of the members shall be held at the time that is provided in the bylaws. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the corporation.
(c)
Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by any other officers or persons or number or proportion of members that is provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth (1/20) of the votes entitled to be cast at 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 7-6-19. - Notice of members’ meetings.

§ 7-6-19. Notice of members’ meetings.
Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice is deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid.
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 7-6-20. - Voting.

§ 7-6-20. Voting.
(a)
The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members.
(b)
A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws provide otherwise, may vote by proxy executed in writing by the member or by his or her authorized attorney in fact. No proxy is valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.
(c)
The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote has the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of candidates.
(d)
If a corporation has no members or its members have no right to vote, the directors have the sole voting power.
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 7-6-21. - Quorum.

§ 7-6-21. Quorum.
The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, that constitutes a quorum at a meeting of members. In the absence of any provision, members holding one-tenth (1/10) of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy constitute a quorum. If a quorum is present, the affirmative vote of a majority of the members present or represented by proxy is the act of the members unless a greater proportion or voting by classes 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.