Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-1. Short title.

This chapter shall be known and may be cited as the “Rhode Island Nonprofit Corporation Act”.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-2. Definitions.

As used in this chapter, unless the context otherwise requires, the term:

(1) “Articles of incorporation” means the original or restated articles of incorporation or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations and/or entities.

(2) “Authorized representative” means a person who is duly authorized by a nonprofit corporation’s board of directors to act on behalf of the nonprofit corporation.

(3) “Board of directors” means the group of persons vested with the management of the affairs of the corporation (including, without being limited to, a board of trustees) regardless of the name by which the group is designated.

(4) “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation regardless of the name, or names, by which the rules are designated.

(5) “Corporation” or “Domestic corporation” means a nonprofit corporation subject to the provisions of this chapter, except a foreign corporation.

(6) “Delivering/Delivered” means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state.

(7) “Director” means a member of a board of directors.

(8) “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

(9) “Entity” includes a domestic or foreign business corporation, domestic or foreign nonprofit corporation, domestic or foreign unincorporated entity, estate, trust, state, the United States, a foreign government, or a governmental subdivision.

(10) “Filing” means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.

(11) “Foreign corporation” means a nonprofit corporation organized under laws other than the laws of this state.

(12) “Insolvent” means inability of a corporation to pay its debts as they become due in the usual course of its affairs.

(13) “Member” means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws regardless of the name by which the person is designated.

(14) “Nonprofit corporation” means a corporation of which no part of the income or profit is distributable to its members, directors, or officers, except as otherwise expressly permitted by this chapter.

(15) “Signature” or “signed” or “executed” means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state.

(16) “Unincorporated entity” means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a governmental subdivision, a state, the United States, or a foreign government. The term includes a general partnership, limited liability company, limited partnership, business or statutory trust, joint stock association, and unincorporated nonprofit association.

(17) “Volunteer” means an individual performing services for a nonprofit corporation without compensation.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-6. Indemnification.

(a) As used in this section:

(1) “Corporation” includes:

(i) Any corporation whether foreign or domestic, and whether a nonprofit or a for-profit corporation all of the profits of which go to a nonprofit corporation; and

(ii) Any domestic or foreign predecessory entity of the corporation in a merger, consolidation, or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(2) “Director” means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan.

(3) “Expenses” include attorneys’ fees.

(4) “Official capacity” means:

(i) When used with respect to a director, the office of director in the corporation.

(ii) When used with respect to a person other than a director, as contemplated in subsection (i), the elective or appointive office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or employee benefit plan.

(5) “Party” includes a person who was, is, or is threatened to be made, a named defendant or respondent in a proceeding.

(6) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative.

(b)(1) A corporation has power to indemnify any person made a party to any proceeding by reason of the fact that the person is or was a director if:

(i) He or she conducted himself or herself in good faith; and

(ii) He or she reasonably believed:

(A) In the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests; and

(B) In all other cases, that his or her conduct was at least not opposed to its best interests; and

(iii) In the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

(2) Indemnification may be made against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; except that if the proceeding was by or in the right of the corporation, indemnification may be made only against the reasonable expenses and shall not be made in respect of any proceeding in which the person has been adjudged to be liable to the corporation. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the person did not meet the requisite standard of conduct set forth in this subsection.

(c) A director is not indemnified under subsection (b) in respect of any proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she has been adjudged to be liable on the basis that personal benefit was improperly received by him or her.

(d)(1) Unless limited by the articles of incorporation:

(i) A director who is wholly successful, on the merits or otherwise, in the defense of any proceeding referred to in subsection (b) is indemnified against reasonable expenses incurred by the director in connection with the proceeding; and

(ii) A court of appropriate jurisdiction, upon application of a director and any notice that the court requires, has authority to order indemnification in the following circumstances:

(A) If it determines a director is entitled to reimbursement under subsection (d)(1)(i), the court shall order indemnification, in which case the director is also entitled to recover the expenses of securing the reimbursement; or

(B) If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director has met the standard of conduct described in subsection (b) or has been adjudged liable in the circumstances described in subsection (c), the court may order any indemnification that it deems proper, except that indemnification with respect to any proceeding by or in the right of the corporation or in which liability has been adjudged in the circumstances described in subsection (c) is limited to expenses.

(2) A court of appropriate jurisdiction may be the same court in which the proceeding involving the director’s liability took place.

(e)(1) No indemnification under subsection (b) shall be made by the corporation unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct described in subsection (b). The determination shall be made:

(i) By the board of directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(ii) If a quorum cannot be obtained, then by a majority vote of a committee of the board, duly designated to act in the matter by a majority vote of the full board (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding;

(iii) By special legal counsel, selected by the board of directors or a committee of the board by vote as described in subsection (e)(1)(i) or (e)(1)(ii), or, if the requisite quorum of the full board cannot be obtained for the vote and the committee cannot be established, by a majority vote of the full board (in which selection directors who are parties may participate); or

(iv) By the members.

(2) Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in a manner specified in subsection (e)(1)(iii) for the selection of counsel. Directors who are parties to the proceeding shall not, as members, vote on the subject matter under this subsection (e).

(f) Reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceedings upon receipt by the corporation of:

(1) A written affirmation by the director of the director’s good-faith belief that the director has met the standard of conduct necessary for indemnification by the corporation as authorized in this section; and

(2) A written undertaking by or on behalf of the director to repay the amount if it is ultimately determined that the director has not met the standard of conduct, and after a determination that the facts then known to those making the determination would not preclude indemnification under this section. The undertaking required by this subsection (f)(2) is an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payments under this subsection (f) shall be made in the manner specified in subsection (e).

(g) The indemnification provided by this section is not deemed exclusive of any other rights to which those seeking indemnification are entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office, and continues as to a person who ceases to be a director, officer, partner, trustee, employee, or agent and inures to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this section limits the corporation’s power to pay or reimburse expenses incurred by a director in connection with his or her appearance as a witness in a proceeding at a time when he or she has not been named a defendant or respondent in the proceeding.

(h) For purposes of this section, the corporation is deemed to have requested a director to service an employee benefit plan whenever the performance by the director of the director’s duties to the corporation also imposes duties on, or otherwise involves services by, the director to the plan or participants or beneficiaries of the plan; excise taxes assessed on a director regarding an employee benefit plan pursuant to applicable law are deemed “fines”; and action taken or omitted by the director regarding an employee benefit plan in the performance of the director’s duties for a purpose reasonably believed by the director to be in the interest of the participants and beneficiaries of the plan are deemed to be for a purpose that is not opposed to the best interests of the corporation.

(i) Unless limited by the articles of incorporation:

(1) An officer of the corporation is indemnified to the same extent provided in subsection (d) for a director and is entitled to the same extent as a director to seek indemnification pursuant to the provisions of subsection (d);

(2) A corporation has the power to indemnify and to advance expenses to an officer, employee, or agent of the corporation to the same extent that it may indemnify and advance expenses to directors pursuant to this section; and

(3) A corporation, in addition, has the power to indemnify and to advance expenses to an officer, employee, or agent who is not a director to any further extent, consistent with law, that is provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

(j) A corporation has power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against the director and incurred by the director in any capacity or arising out of the director’s status as director, whether or not the corporation would have the power to indemnify the director against liability under the provisions of this section.

(k) Any indemnification of, or advance of expenses to, a director in accordance with this section, if arising out of a proceeding by or in the right of the corporation, shall be reported, in writing, to the members with or before the notice of the next members’ meeting.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-11. Corporate name.

(a) The corporate name:

(1) Shall not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

(2) Shall be distinguishable upon the records of the secretary of state from:

(i) The name of any corporation, whether for profit or not for profit, limited partnership, or domestic or foreign limited liability company organized under the laws of, or registered or qualified or authorized to do business or conduct affairs in this state; or

(ii) Any name that is filed, reserved, or registered under this title, or as permitted by the laws of this state, subject to the following:

(A) This provision shall not apply if the applicant files with the secretary of state a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(iii) The name may be the same as the name of a corporation, non-business corporation, or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from that date.

(3) Shall be translated into letters of the English alphabet, if it is not in English.

(4) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(5) The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.

(b)(1) Any nonprofit corporation organized under the laws of, or registered or qualified to do business in this state, may transact its affairs in this state under a fictitious name if it files a fictitious business name statement in accordance with this subsection (b).

(2) A fictitious business name statement shall be filed with the secretary of state accompanied by a fee of twenty dollars ($20.00), and shall be executed by an authorized person of the nonprofit corporation or by a person with authority to do so under the laws of the state or other jurisdiction of the organization of the nonprofit corporation and shall describe:

(i) The fictitious business name to be used; and

(ii) The name of the nonprofit corporation, the state or other jurisdiction in which the nonprofit corporation is organized, and date of the nonprofit corporation’s organization.

(3) The fictitious business name statement expires upon the filing of a statement of abandonment of use of a fictitious business name registered in accordance with this subsection (b) or upon the dissolution of the domestic corporation or the cancellation of registration of the foreign corporation.

(4) The statement of abandonment of use of a fictitious business name under this subsection (b) shall be filed with the secretary of state; shall be executed in the same manner as provided in subsection (b)(2); and shall describe:

(i) The fictitious business name being abandoned;

(ii) The date on which the original fictitious business name statement being abandoned was filed; and

(iii) The information described in subsection (b)(2)(ii).

(5) No domestic or foreign nonprofit corporation conducting its affairs under a fictitious business name contrary to the provisions of this section, or its assignee, may maintain any action upon or because of any contract made, or transaction had, in the fictitious business name in any court of the state or until a fictitious business name statement has been filed in accordance with this section.

(6) No nonprofit corporation may conduct its affairs under a fictitious business name pursuant to this section that is not distinguishable upon the records of the secretary of state from the name of any corporation, limited partnership, or domestic or foreign limited liability company organized under the laws of, or registered or qualified to do business in this state or any name that is filed, reserved, or registered under this title or as permitted by the laws of this state, subject to the following:

(i) This provision does not apply if the applicant files with the secretary of state:

(ii) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state; and

(iii) The name may be the same as the name of a corporation, non-business corporation, or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from that date.

(iv) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(v) The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-17. Bylaws and other powers in emergency.

(a) The board of directors of any corporation may adopt emergency bylaws, that are, notwithstanding any different provision contained in this chapter or in the articles of incorporation or bylaws, operative during any emergency in the conduct of the affairs of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:

(1) A meeting of the board of directors may be called by any officer or director in the manner and under the conditions that are prescribed in the emergency bylaws;

(2) The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, constitutes a quorum; and

(3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in the order of priority and subject to the conditions and for the period of time (not longer than reasonably necessary after the termination of the emergency) as is provided in the emergency bylaws or in the resolution approving the list, are, to the extent required to provide a quorum at any meeting of the board of directors, deemed directors for the meeting.

(b) The board of directors, either before or during any emergency, may provide, and from time to time modify, lines of succession in the event that during any emergency any or all officers or agents of the corporation are for any reason rendered incapable of discharging their duties.

(c) The board of directors, either before or during any emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so.

(d) To the extent not inconsistent with any emergency bylaws adopted, the bylaws of the corporation remain in effect during any emergency and upon its termination the emergency bylaws cease to be operative.

(e) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during any emergency may be given only to the directors that it may be feasible to reach at the time and by the means that may be feasible at the time, including publication or radio.

(f) To the extent required to constitute a quorum at any meeting of the board of directors during any emergency, the officers of the corporation who are present are, unless otherwise provided in emergency bylaws, deemed, in order of rank and within the same rank in order of seniority, directors for the meeting.

(g) No officer, director, or employee acting in accordance with any emergency bylaws is liable except for willful misconduct. No officer, director, or employee is liable for any action taken by him or her in good faith in any emergency in furtherance of the ordinary affairs of the corporation even though not authorized by the bylaws then in effect.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 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.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-22. Board of directors.

(a) The affairs of a corporation are managed by a board of directors. Directors need not be residents of this state or members of the corporation unless the articles of incorporation or the bylaws requires it. The articles of incorporation or the bylaws may prescribe other qualifications for directors.

(b) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:

(1) In good faith;

(2) With the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and

(3) In a manner he or she reasonably believes to be in the best interests of the corporation.

(c) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or

(3) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.

(d) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (c) unwarranted.

(e) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-23. Number and election of directors.

(a) The number of directors of a corporation shall be not less than three (3). Subject to limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors, which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to or as provided by the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number has the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

(b) The directors constituting the first board of directors shall be named in the articles of incorporation and hold office until the first annual election of directors or for any other period that may be specified in the articles of incorporation or the bylaws. Subsequently, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director is one year.

(c) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified.

(d) A director may be removed from office pursuant to any procedure for removal that is provided in the articles of incorporation or in bylaws and that has been approved by the members of the corporation.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-24. Vacancies on board of directors.

(a) Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, unless the articles of incorporation or the bylaws provide that a vacancy or created directorship shall be filled in some other manner, in which case the provision shall control.

(b) A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the director’s predecessor in office.

(c) Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-25. Quorum of directors.

(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, constitutes a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event does a quorum consist of less than one-quarter (¼) of the number of the directors fixed or stated.

(b) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation, or the bylaws.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-26. Committees.

(a) The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two (2) or more directors. These committees, to the extent provided in the resolution, in the articles of incorporation, or in the bylaws of the corporation, have and exercise all the authority of the board of directors, except that no committee has the authority of the board of directors in reference to:

(1) Amending, altering, or repealing the bylaws;

(2) Electing, appointing, or removing any member of any committee or any director or officer of the corporation;

(3) Amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger, or adopting a plan of consolidation with another corporation;

(4) Authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation;

(5) Authorizing the voluntary dissolution of the corporation or revoking proceedings for voluntary dissolution; adopting a plan for the distribution of the assets of the corporation; or

(6) Amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by the committee.

(b) The designation and appointment of any committee and the delegation to it of authority does not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-26.1. Director conflicts of interest.

(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, is void or voidable nor are the directors or officers liable regarding the contract or transaction solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee of the board that authorizes the contract or transaction, or solely because his, her, or their votes are counted for the purpose, if:

(1) The material facts as to his, her, or their interest or relationship are disclosed or are known to the board of directors or the committee, and the board of directors or committee authorizes, approves, or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(2) The material facts as to his, her, or their interest or relationship are disclosed or are known to the members entitled to vote on the contract or transaction, and the contract or transaction is specifically authorized, approved, or ratified by vote of the members; or

(3) The contract or transaction is fair and reasonable to the corporation.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes the contract or transaction.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-27. Place and notice of directors’ meetings.

(a) Regular or special meetings of the board of directors may be held either within or without this state, and on the notice that the bylaws prescribe. Attendance of a director at any meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.

(b) Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, and participation by that means constitutes presence in person at a meeting.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-28. Officers.

(a) The officers of a corporation consist of a president, one or more vice presidents, if prescribed by the bylaws, a secretary, a treasurer, and any other officers and assistant officers who are deemed necessary, each of whom shall be elected or appointed at the time and in the manner and for the terms not exceeding three (3) years that are prescribed in the articles of incorporation or the bylaws. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. Any two (2) or more offices may be held by the same person, except the offices of president and secretary.

(b) The articles of incorporation or the bylaws may provide that any one or more officers of the corporation are ex officio members of the board of directors.

(c) The officers of a corporation may be designated by any additional titles that may be provided in the articles of incorporation or the bylaws.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-29. Removal of officers.

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever, in their judgment, the best interests of the corporation will be served by removal. The removal of an officer is without prejudice to the contract rights, if any, of the officer removed. Election or appointment of an officer or agent does not of itself create contract rights.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-30. Books and records.

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-31. Dividends prohibited.

A corporation may issue shares to its members, but no dividend shall be paid on the shares and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers, except that dividends may be paid and income or profit may be distributed to its members by a corporation all of the members of which are corporations to which this chapter applies. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered; may confer benefits upon its members in conformity with its purposes; and upon dissolution or final liquidation, may make distributions to its members as permitted by this chapter; and no payment, benefit, or distribution is deemed to be a dividend or a distribution of income or profit.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-32. Loans to directors prohibited.

No loans shall be made by a corporation to its directors. Any director who assents to or participates in the making of any loan is liable to the corporation for the amount of loan until its repayment.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-33. Incorporators.

(a) One or more persons may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the secretary of state.

(b) Until the corporation has duly qualified members, or if it is intended that the corporation will have no members, until the first meeting of its board of directors, the incorporator or incorporators, at any meeting or meetings that may be held for the purposes provided for in this section, shall manage the affairs of the corporation and for that purpose will have the powers otherwise vested by this chapter in the board of directors or members.

(c) The incorporator or incorporators calling a meeting under this section shall give at least three (3) days’ notice of the meeting by mail to each incorporator, which notice shall state the time and place of the meeting.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-34. Articles of incorporation.

(a) The articles of incorporation shall set forth:

(1) The name of the corporation;

(2) The period of duration, which may be perpetual;

(3) The purpose or purposes for which the corporation is organized;

(4)(i) Any provisions, not inconsistent with the law, that the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including a provision eliminating or limiting the personal liability of a director to the corporation or to its members for monetary damages for breach of the director’s duty as a director. However, the provision does not eliminate or limit the liability of a director:

(A) For any breach of the director’s duty of loyalty to the corporation or its members;

(B) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or

(C) For any transaction from which the director derived an improper personal benefit, and also including any provision that under this chapter is required or permitted to be set forth in the bylaws.

(ii) No provision eliminating or limiting the personal liability of a director will be effective with respect to causes of action arising prior to the inclusion of the provision in the articles of incorporation of the corporation;

(5) The address of its initial registered office, and the name of its initial registered agent at the address;

(6) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors;

(7) The name and residence or business address of each incorporator.

(b) It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

(c) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws is controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation is controlling.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-35. Filing of articles of incorporation.

(a) The articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:

(1) Endorse on the original the word “Filed”, and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office; and

(3) Issue a certificate of incorporation.

(b) The certificate of incorporation shall be delivered to the incorporators or their representative.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-36. Effect of issuance of certificate of incorporation.

Upon the issuance of the certificate of incorporation, or upon a later date, not more than 30 days after the filing of articles of incorporation, that is set forth in the articles, the corporate existence begins, and the certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-37. Organization meetings.

(a) After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles of incorporation may be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers, and the transaction of any other business that may come before the meeting. The incorporators calling the meeting shall give at least three (3) days’ notice of the meeting by mail to each named director, which notice states the time and place of the meeting.

(b) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three (3) days’ notice, for any purposes that are stated in the notice of the meeting.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-38. Right to amend articles of incorporation.

A corporation may amend its articles of incorporation, from time to time, in any respect desired, as long as its articles of incorporation, as amended, contain only provisions that are lawful under this chapter.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-39. Procedure to amend articles of incorporation.

(a) Amendments to the articles of incorporation are made in the following manner:

(1) If there are members entitled to vote on the amendments, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment is adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on it, an amendment is adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Any number of amendments may be submitted and voted upon at any one meeting.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-40. Articles of amendment.

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary and shall set forth:

(1) The name of the corporation;

(2) The amendment so adopted;

(3) If there are members entitled to vote on the amendment:

(i) A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(ii) A statement that the amendment was adopted by a consent in writing signed by all members entitled to vote on it; and

(4) If there are no members, or no members entitled to vote on the amendment, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-41. Effectiveness of amendment.

(a) The articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:

(1) Endorse on the original the word “Filed”, and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office; and

(3) Issue a certificate of amendment.

(b) The certificate of amendment shall be delivered to the corporation or its representative.

(c) Upon the issuance of the certificate of amendment by the secretary of state, or upon any later date, not more than 30 days after the filing of articles of amendment, that is set forth in the articles, the amendment becomes effective and the articles of incorporation are deemed to be amended accordingly.

(d) No amendment affects any existing cause of action in favor of or against the corporation, or any pending action to which the corporation is a party, or the existing rights of persons other than members; and, in the event the corporate name is changed by amendment, no action brought by or against the corporation under its former name abates for that reason.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-41.1. Certificate of correction.

(a) Whenever any instrument authorized to be filed with the secretary of state under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed, or acknowledged, the instrument may be corrected by filing with the secretary of state a certificate of correction, which must be executed, acknowledged, and filed in accordance with this section.

(b) The corrected instrument must be specifically designated as such in its heading, specify the inaccuracy or defect to be corrected, and set forth the entire instrument in corrected form.

(c) The certificate of correction shall be executed by the corporation, by its president or vice president, and by its secretary or an assistant secretary and shall set forth:

(1) The name of the corporation.

(2) The inaccuracy or defect to be corrected and set forth the portion of the instrument in corrected form.

(3) If there are members entitled to vote on the correction:

(i) A statement setting forth the date of the meeting of members at which the correction was adopted, that a quorum was present at the meeting, and that the correction received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(ii) A statement that the correction was adopted by a consent in writing signed by all members entitled to vote on it.

(4) If there are no members, or no members entitled to vote on the correction, a statement of the fact, the date of the meeting of the board of directors at which the correction was adopted, and a statement of the fact that the correction received the vote of a majority of the directors in office.

(5) The entire instrument in corrected form attached.

(d) An instrument corrected in accordance with this section is effective as of the date the original instrument was filed, except as to those individuals who are substantially and adversely affected by the correction and as to those individuals the instrument as corrected is effective from its filing date.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-42. Restated articles of incorporation.

(a) A domestic 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 § 7-6-39. The corporation may restate articles of incorporation in the following manner:

(1) If there are members entitled to vote on the restated articles, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote on them, which may be either an annual or a special meeting.

(2) Written notice setting forth the proposed restated articles or a summary of their provisions shall be given to each member entitled to vote on them, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of their provisions may be included in the notice of the annual meeting.

(3) At the meeting, a vote of the members entitled to vote on the restated articles shall be taken on them, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote on them present at the meeting or represented by proxy.

(4) If there are no members, or no members entitled to vote on them, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(b) Upon approval, restated articles of incorporation shall be executed by the corporation by its president or vice president and by its secretary or assistant secretary and shall set forth:

(1) The name of the corporation;

(2) The period of its duration;

(3) The purpose or purposes that the corporation is authorized to pursue;

(4) Any other provisions, not inconsistent with law, that are then set forth in the articles of incorporation as previously amended, except that it is not necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors, or its incorporators.

(c) The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as previously amended, that they have been duly adopted as required by law, and 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 § 7-6-39, 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.

(d) The restated articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the restated articles conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:

(1) Endorse on the original the word “Filed”, and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office;

(3) Issue a restated certificate of incorporation.

(e) The restated certificate of incorporation shall be delivered to the corporation or its representative.

(f) Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation become effective and supersede the original articles of incorporation and all amendments to them.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-43. Procedure for merger.

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may merge into one of the entities pursuant to a plan of merger approved in the manner provided in this chapter. This section does not apply to insurance holding company systems as defined in § 27-35-1.

(b) Each entity shall adopt a plan of merger setting forth:

(1) The names of the entities proposing to merge, and the name of the entity into which they propose to merge, which is subsequently designated as the surviving entity;

(2) The terms and conditions of the proposed merger;

(3) A statement of any changes in the articles of incorporation of the surviving entity to be effected by the merger; and

(4) Such other provisions regarding the proposed merger that are deemed necessary or desirable.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-44. Procedure for consolidation.

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may consolidate into one of the entities pursuant to a plan of consolidation approved in the manner provided in this chapter. This section does not apply to insurance holding company systems as defined in § 27-35-1.

(b) Each entity shall adopt a plan of consolidation setting forth:

(1) The names of the entities proposing to consolidate, and the name of the new entity into which they propose to consolidate, which is subsequently designated as the new entity;

(2) The terms and conditions of the proposed consolidation;

(3) Regarding the new entity, all of the statements required to be set forth in articles of incorporation for entities organized under this chapter; and

(4) Any other provisions regarding the proposed consolidation that are deemed necessary or desirable.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-45. Approval of merger or consolidation.

(a) A plan of merger or consolidation is adopted in the following manner:

(1) If the members of any merging or consolidating corporation are entitled to vote on it, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary of the plan shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least a majority of the votes that members present at each meeting or represented by proxy are entitled to cast.

(2) If any merging or consolidating corporation has no members, or no members entitled to vote on it, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.

(3) A limited liability company party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by § 7-16-21.

(4) A domestic limited partnership party to a proposed merger or consolidation shall have the plan of merger or consolidation, unless otherwise provided in the limited partnership agreement, authorized and approved in the manner and by the vote required by the laws of this state for mergers or consolidations of a domestic limited partnership with other limited partnerships or other business entities.

(b) After approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to any provisions for abandonment set forth in the plan of merger or consolidation.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-46. Articles of merger or consolidation.

(a) Upon approval, articles of merger or articles of consolidation shall duly be executed and shall set forth:

(1) The plan of merger or the plan of consolidation;

(2) If the members of any merging or consolidating corporation are entitled to vote on the plan, then as to each corporation:

(i) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(ii) A statement that the plan was adopted by a consent in writing signed by all members entitled to vote on it;

(3) If any merging or consolidating corporation has no members, or no members entitled to vote on the plan, then as to each corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office;

(4) A statement that the plan of merger was authorized and approved by each other constituent entity;

(5) The effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation;

(6) The identity of the surviving entity or the new entity by name, type, and state or other jurisdiction under whose laws it is organized or formed.

(b) The articles of merger or articles of consolidation shall be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, he or she shall, when all fees have been paid as prescribed in this chapter:

(1) Endorse on the original the word “Filed,” and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office;

(3) Issue a certificate of merger or a certificate of consolidation.

(c) The certificate of merger or certificate of consolidation shall be delivered to the surviving or new entity, as the case may be, or its representative.

(d) The articles of merger or consolidation shall act as a certificate of cancellation for each party to the merger or consolidation that is not the surviving entity or the new entity.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-47. Effect of merger or consolidation.

(a) Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation is effected.

(b) When the merger or consolidation has been effected:

(1) The several parties to the plan of merger or consolidation are a single entity, that, in the case of a merger, is that entity designated in the plan of merger as the surviving entity, and, in the case of a consolidation, is the new entity provided for in the plan of consolidation.

(2) The separate existence of all parties to the plan of merger or consolidation, except the surviving or new entity, ceases.

(3) The surviving or new entity has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of an entity organized under this chapter.

(4) The surviving or new entity at that time and subsequently possesses all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating entities; and all property, real, personal, and mixed, and all debts due on any account, and all other choses in action. Every other interest, of or belonging to or due to each of the entities merged or consolidated, is deemed to be transferred to and vested in the single entity without further act or deed. The title to any real estate, or any interest in it, vested in any of the entities does not revert or become in any way impaired because of the merger or consolidation.

(5) The surviving or new entity is from that time on responsible and liable for all the liabilities and obligations of each of the entities merged or consolidated. Any claim existing or action or proceeding pending by or against any of the entities may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any entity is impaired by the merger or consolidation.

(6) In the case of a merger, the articles of incorporation of the surviving entity are deemed to be amended to the extent that changes in its articles of formation are stated in the plan of merger. In the case of a consolidation, the statements set forth in the articles of consolidation and that are required or permitted to be set forth in the articles of incorporation of entities organized under this chapter are deemed to be the articles of incorporation of the new entity.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-48. Merger or consolidation of domestic and foreign corporations.

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign entity is organized:

(1) Each domestic entity shall comply with the provisions of this chapter regarding the merger or consolidation of domestic entities and each foreign entity shall comply with the applicable provisions of the laws of the state under which it is organized.

(2) If the surviving or new entity is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign entities if it is to conduct affairs in this state, and in every case it shall file with the secretary of state of this state:

(i) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic entity that is a party to the merger or consolidation; and

(ii) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any proceeding.

(b) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic entities, if the surviving or new entity is to be governed by the laws of this state. If the surviving or new entity is to be governed by the laws of any state other than this state, the effect of the merger or consolidation is the same as in the case of the merger or consolidation of domestic entities except insofar as the laws of the other state provide otherwise.

(c) After approval by the members or, if there are no members entitled to vote on it, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions for abandonment set forth in the plan of merger or consolidation.

(d) This section does not apply to insurance holding company systems as defined in § 27-35-1.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-48.1. Conversion of other entities to a domestic nonprofit corporation.

(a) As used in this section, the term “other entity” means a foreign corporation or domestic or foreign unincorporated entity no part of the income or profit of which is distributable to its members, directors, or officers.

(b) Any other entity may convert to a nonprofit corporation of this state by complying with subsection (h) of this section and filing in the office of the secretary of state:

(1) A certificate of conversion to corporation (nonprofit) that has been executed in accordance with subsection (i) of this section and filed in the office of the secretary of state in accordance with § 7-6-48.2; and

(2) Articles of incorporation that have been executed, acknowledged and filed in accordance with § 7-6-35.

(c) The certificate of conversion to corporation (nonprofit) shall state:

(1) The date on which, and the jurisdiction where, the other entity was first created, incorporated, formed, or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic corporation;

(2) The name and type of the other entity immediately prior to the filing of the certificate of conversion to corporation (nonprofit); and

(3) The name of the corporation as set forth in its articles of incorporation filed in accordance with subsection (b) of this section.

(d) Upon the effective time of the certificate of conversion to corporation (nonprofit) and the articles of incorporation, the other entity shall be converted to a corporation of this state and the corporation shall thereafter be subject to all of the provisions of this title, except that notwithstanding § 7-6-36, the existence of the corporation shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated, or otherwise came into being.

(e) The conversion of any other entity to a corporation of this state shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a corporation of this state or the personal liability of any person incurred prior to the conversion.

(f) When another entity has been converted to a corporation of this state pursuant to this section, the corporation of this state shall, for all purposes of the laws of the state, be deemed to be the same entity as the converting other entity. When any conversion shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges and powers of the other entity that has converted, and all property, real, personal, and mixed, and all debts due to the other entity, as well as all other things and causes of action belonging to the other entity, shall remain vested in the domestic corporation to which the other entity has converted and shall be the property of the domestic corporation and title to any real property vested by deed or otherwise in the other entity shall not revert to the other entity or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of the other entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other entity that has converted shall remain attached to the corporation of this state to which the other entity has converted, and may be enforced against it to the same extent as if the debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as a corporation of this state. The rights, privileges, powers, and interests in property of the other entity, as well as the debts, liabilities, and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic corporation to which the other entity has converted for any purpose of the laws of the state.

(g) Unless otherwise agreed for all purposes of the laws of the state, or as required under applicable non-Rhode Island law, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the other entity and shall constitute a continuation of the existence of the converting other entity in the form of a corporation of this state.

(h) Prior to filing a certificate of conversion to corporation (nonprofit) with the office of the secretary of state, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and articles of incorporation shall be approved by the same authorization required to approve the conversion.

(i) The certificate of conversion to corporation (nonprofit) shall be signed by any person who is authorized to sign the certificate of conversion to corporation (nonprofit) on behalf of the other entity.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-48.2. Filing of certificate of conversion to corporation (nonprofit).

(a) The certificate of conversion to corporation (nonprofit) shall be delivered to the secretary of state. If the secretary of state finds that the certificate of conversion to corporation (nonprofit) conforms to law, the secretary of state shall, when all fees have been paid as prescribed in subsection (b) of this section:

(1) Endorse on the original the word “Filed,” and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office; and

(3) Issue a certificate of conversion to corporation (nonprofit).

(b) The secretary of state shall charge and collect for filing a certificate of conversion (nonprofit), twenty-five dollars ($25.00).

(c) The certificate of conversion to corporation (nonprofit) shall be delivered to the corporation.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-48.3. Conversion of a domestic nonprofit corporation to other entities.

(a) A nonprofit corporation of this state may, upon the authorization of a conversion in accordance with this section, convert to a limited liability company, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business or entity, including a partnership (whether general or limited, including a registered limited liability partnership) or a foreign corporation.

(b) If the members of the converting corporation are entitled to vote on it, the board of directors of the corporation shall adopt a resolution, specifying the type of entity into which the corporation shall be converted, the terms and conditions of the conversion, and recommending the approval of such conversion by directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed conversion shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The conversion shall be adopted upon receiving at least a majority of the votes that members present at each meeting or represented by proxy are entitled to cast.

(c) If any converting corporation has no members, or no members entitled to vote on it, a resolution for conversion shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.

(d) The corporation shall file with the secretary of state a certificate of conversion to non-Rhode Island entity, executed by its president and vice president and by its secretary or an assistant secretary, that certifies:

(1) The name of the corporation, and if it has been changed, the name under which it was originally incorporated;

(2) The date of filing of its original articles of incorporation with the secretary of state;

(3) The name and jurisdiction of the entity and type of entity to which the corporation shall be converted;

(4) That the conversion has been approved in accordance with the provisions of this section;

(5) The agreement of the corporation that it may be served with process in the state of Rhode Island in any action, suit, or proceeding for enforcement of any obligation of the corporation arising while it was a corporation of this state, and that it irrevocably appoints the secretary of state as its agent to accept service of process in any such action, suit, or proceeding; and

(6) The address to which a copy of the process referred to in subsection (d)(5) of this section shall be mailed to it by the secretary of state. In the event of service upon the secretary of state in accordance with subsection (d)(5) of this section, the secretary of state shall forthwith notify the corporation that has converted out of the state of Rhode Island by letter, certified mail, return receipt requested, directed to the corporation that has converted out of the state of Rhode Island at the address so specified, unless the corporation shall have designated in writing to the secretary of state a different address for this purpose, in which case it shall be mailed to the last address designated. The letter shall enclose a copy of the process and any other papers served on the secretary of state pursuant to this subsection. It shall be the duty of the plaintiff in the event of service to serve process and any other papers in duplicate; to notify the secretary of state that service is being effected pursuant to this subsection; and to pay the secretary of state the sum of fifteen dollars ($15.00) for the use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any service setting forth the name of the plaintiff and the defendant; the title, docket number, and nature of the proceeding in which process has been served; the fact that service has been effected pursuant to this subsection; the return date thereof; and the day and hour service was made. The secretary of state shall not be required to retain such information longer than five (5) years from receipt of the service of process.

(e) Upon the filing in the office of the secretary of state of a certificate of conversion to non-Rhode Island entity in accordance with subsection (d) of this section, or upon the future effective date or time of the certificate of conversion to non-Rhode Island entity and payment to the secretary of state of all fees prescribed under this title, the secretary of state shall certify that the corporation has filed all documents and paid all fees required by this title, and thereupon the corporation shall cease to exist as a corporation of this state at the time the certificate of conversion becomes effective. The certificate of the secretary of state shall be prima facie evidence of the conversion by the corporation out of the state.

(f) The conversion of a corporation out of the state in accordance with this section and the resulting cessation of its existence as a corporation of this state pursuant to a certificate of conversion to non-Rhode Island entity shall not be deemed to affect any obligations or liabilities of the corporation incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of law applicable to the corporation with respect to matters arising prior to such conversion.

(g) Unless otherwise provided in a resolution of conversion adopted in accordance with this section, the converting corporation shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not constitute a dissolution of such corporation.

(h) When a corporation has been converted to another entity or business form pursuant to this section, the other entity or business form shall, for all purposes of the laws of the state, be deemed to be the same entity as the corporation. When any conversion shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges, and powers of the corporation that has converted, and all property, real, personal, and mixed, and all debts due to the corporation, as well as all other things and causes of action belonging to the corporation, shall remain vested in the other entity or business form to which the corporation has converted and shall be the property of the other entity or business form, and the title to any real property vested by deed or otherwise in the corporation shall not revert to the corporation or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of the corporation shall be preserved unimpaired, and all debts, liabilities, and duties of the corporation that has converted shall remain attached to the other entity or business form to which the corporation has converted, and may be enforced against it to the same extent as if the debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as the other entity or business form. The rights, privileges, powers, and interest in property of the corporation that has converted, as well as the debts, liabilities, and duties of the corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such corporation has converted for any purposes of the laws of the state.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-48.4. Filing of certificate of conversion to corporation (nonprofit).

(a) The certificate of conversion to corporation (nonprofit) shall be delivered to the secretary of state. If the secretary of state finds that the certificate of conversion to corporation (nonprofit) conforms to law, the secretary of state shall, when all fees have been paid as prescribed in subsection (b) of this section:

(1) Endorse on the original the word “Filed,” and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office; and

(3) Issue a certificate of conversion to corporation (nonprofit).

(b) The secretary of state shall charge and collect for filing a certificate of conversion (nonprofit), twenty-five dollars ($25.00).

(c) The certificate of conversion to corporation (nonprofit) shall be delivered to the corporation.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-49. Sale, lease, exchange, or mortgage of assets.

A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, that is authorized in the following manner:

(1) If there are members entitled to vote on it, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge, or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions of the disposition and the consideration to be received by the corporation for it. The authorization shall require at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating to the disposition of the assets, without further action or approval by members.

(2) If there are no members, or no members entitled to vote on it, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation is authorized upon receiving the vote of a majority of the directors in office.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-50. Voluntary dissolution.

(a) A corporation may dissolve and wind up its affairs in the following manner:

(1) If there are members entitled to vote on dissolution, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation is adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on dissolution, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

(b) Upon the adoption of the resolution by the members, or by the board of directors if there are no members or no members entitled to vote on dissolution, the corporation shall cease to conduct its affairs except to the extent necessary for the winding up of its affairs, shall immediately mail a notice of the proposed dissolution to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-51. Distribution of assets.

The assets of a corporation in the process of dissolution shall be applied and distributed as follows:

(1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made for their payment and discharge;

(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with the requirements;

(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter or as otherwise provided in its articles of incorporation or bylaws;

(4) Any other assets shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to any persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, that may be specified in a plan of distribution adopted as provided in this chapter.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-52. Plan of distribution.

A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:

(1) If there are members entitled to vote on the plan, the board of directors shall adopt a resolution recommending a plan of distribution and directing its submission to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary of it shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on it, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-53. Revocation of voluntary dissolution proceedings.

(a) A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action previously taken to dissolve the corporation, in the following manner:

(1) If there are members entitled to vote on it, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on it, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote on it, the corporation may at that time again conduct its affairs.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-54. Articles of dissolution.

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision has been made for them, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice president, and by its secretary or an assistant secretary, and shall set forth:

(1) The name of the corporation;

(2) If there are members entitled to vote on the dissolution:

(i) A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(ii) A statement that the resolution was adopted by a consent in writing signed by all members entitled to vote on it;

(3) If there are no members, or no members entitled to vote on the dissolution, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office;

(4) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for their payment;

(5) A copy of the plan of distribution as adopted by the corporation, or a statement that no plan was adopted;

(6) That all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter;

(7) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending suit.

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Corporations, Associations, and Partnerships

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Rhode Island Nonprofit Corporation Act

§ 7-6-55. Filing of articles of dissolution.

(a) The articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees have been paid as prescribed in this chapter:

(1) Endorse on the original the word “Filed”, and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office;

(3) Issue a certificate of dissolution.

(b) The certificate of dissolution shall be delivered to the representative of the dissolved corporation. Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-56. Revocation of certificate of incorporation.

(a) The certificate of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that:

(1) The corporation procured its articles of incorporation through fraud;

(2) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(3) The corporation has failed to file its annual report within the time required by this chapter, or has failed to pay any fees, when they have become due and payable;

(4) The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter;

(5) The corporation has failed, after change of its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;

(6) The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or

(7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.

(b) No certificate of incorporation of a corporation shall be revoked by the secretary of state unless:

(1) The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a domestic corporation that has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required; and

(2) The corporation fails prior to revocation to file the annual report or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.

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Rhode Island Nonprofit Corporation Act

§ 7-6-57. Issuance of certificate of revocation.

(a) Upon revoking any certificate of incorporation, the secretary of state shall:

(1) Issue a certificate of revocation in duplicate;

(2) File one of the certificates in the secretary of state’s office;

(3) Send to the corporation by regular mail a certificate of revocation, addressed to the registered office of the corporation in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the certificate of revocation is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a domestic corporation that has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required.

(b) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-58. Withdrawal of certificate of revocation.

(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-57, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing:

(1) Upon filing by the corporation of the documents it had previously failed to file as set forth in § 7-6-56(a)(3) — (a)(6); and

(2) Upon the payment by the corporation of a penalty in the amount of twenty-five dollars ($25.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation.

(b) If as permitted by § 7-6-11(b)(2) another corporation, whether business or nonprofit, or domestic or foreign qualified to transact business in this state, bears or has filed a fictitious business name statement with respect to or reserved or registered in a name that is the same as the name of a corporation regarding which the certificate of revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation’s amending its articles of incorporation so as to designate a name that is distinguishable upon the records of the secretary of state from its former name.

(c) Upon the withdrawal of the certificate of revocation and reinstatement of the corporation in good standing as provided in subsection (a), title to any real estate, or any interest in real estate, held by the corporation at the time of the issuance of the certificate of revocation and not conveyed subsequent to the revocation of its certificate of incorporation shall be deemed to be re-vested in the corporation without further act or deed.

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Rhode Island Nonprofit Corporation Act

§ 7-6-59. Appeal from revocation of articles of incorporation.

Any corporation aggrieved by the action of the secretary of state in revoking its articles of incorporation may appeal from the action in the manner provided in § 7-6-99.

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Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-60. Jurisdiction of court to liquidate assets and affairs of the corporation.

(a) The superior court has full power to liquidate the assets and affairs of a corporation:

(1) In an action by a member or director when it is made to appear:

(i) That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened because of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights;

(ii) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent;

(iii) That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two (2) years to elect successors to directors whose terms have expired or would have expired upon the election of their successors;

(iv) That the corporate assets are being misapplied or wasted; or

(v) That the corporation is unable to carry out its purposes;

(2) In an action by a creditor:

(i) When the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied and it is established that the corporation is insolvent; or

(ii) When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent;

(3) Upon application by a corporation to have its dissolution continued under the supervision of the court;

(4) When the corporation’s certificate of incorporation is subject to revocation by the secretary of state and it is established that liquidation of its affairs should precede the issuance of a certificate of revocation.

(b) Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.

(c) It is not necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-61. Procedure in liquidation of corporation by court.

(a) In proceedings to liquidate the assets and affairs of a corporation the court shall have the power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court directs, and to take such other proceedings as may be requisite to preserve the corporate assets wherever situated, and carry on the affairs of the corporation until a full hearing can be had.

(b) After a hearing upon any notice that the court directs to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation. The liquidating receiver or receivers have authority, subject to court order, to sell, convey, and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing the liquidating receiver or receivers shall state their powers and duties. The powers and duties may be increased or diminished at any time during the proceedings.

(c) The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition of the assets shall be applied and distributed as follows:

(1) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provision shall be made for that;

(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs because of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with the requirements;

(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court directs;

(4) Any other assets shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct.

(d) The court has power to allow as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment of the compensation out of the assets of the corporation or the proceeds of any sale or disposition of the assets.

(e) A receiver of a corporation appointed under the provisions of this section has authority to sue and defend in all courts in his or her own name as receiver of the corporation. The court appointing the receiver has exclusive jurisdiction of the corporation and its property, wherever situated.

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Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-62. Qualification of receivers.

A receiver shall in all cases be a citizen of the United States or a business corporation authorized to act as receiver, which corporations may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give any bond that the court directs with any sureties that the court requires.

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Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-63. Filing of claims in liquidation proceedings.

In proceedings to liquidate the assets and affairs of a corporation, the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in any form that the court prescribes, proofs under oath of their respective claims. If the court requires the filing of claims it shall fix a date of not less than four (4) months from the date of the order, as the last day of the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the fixed date. Prior to the fixed date, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the fixed date may be barred, by order of court, from participating in the distribution of the assets of the corporation.

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Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-64. Discontinuance of liquidation proceedings.

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.

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Rhode Island Nonprofit Corporation Act

§ 7-6-65. Decree of involuntary dissolution.

In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, at which time the existence of the corporation ceases.

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Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-66. Filing of decree of dissolution.

In case the court enters a decree dissolving a corporation, it is the duty of the clerk of the court to file a certified copy of the decree with the secretary of state. No fee shall be charged by the secretary of state for that filing.

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Rhode Island Nonprofit Corporation Act

§ 7-6-67. Deposits with general treasurer.

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and for whom there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the general treasurer and shall be paid over to the person or to that person’s legal representative upon satisfactory proof to the general treasurer of that person’s right to the cash.

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Rhode Island Nonprofit Corporation Act

§ 7-6-68. Survival of remedy after dissolution.

The dissolution of a corporation either: (1) By the issuance of a certificate of dissolution by the secretary of state; or (2) By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; or (3) By expiration of its period of duration; shall not take away or impair any remedy available to or against the corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding on the right, claim, or liability is commenced within two (2) years after the date of the dissolution. Any action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers have power to take any corporate or other action that is appropriate to protect the remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, the corporation may amend its articles of incorporation at any time during the period of two (2) years so as to extend its period of duration.

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Rhode Island Nonprofit Corporation Act

§ 7-6-69. Continuation of certain corporate powers.

Any corporation dissolved in any manner under this chapter or any corporation whose certificate of incorporation is revoked by the secretary of state under § 7-6-56 nevertheless continues for five (5) years after the date of the dissolution or revocation for the purpose of enabling it to settle and close out its affairs, to dispose of and convey its property, to discharge its liabilities, and to distribute its assets, but not for the purpose of continuing the activities for which it was organized. The members, directors, and officers have power to take any corporate or other action that is appropriate to carry out the purposes of this section.

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Rhode Island Nonprofit Corporation Act

§ 7-6-70. Admission of foreign corporation.

(a) No foreign corporation has the right to conduct affairs in this state until it has procured a certificate of authority to do so from the secretary of state. No foreign corporation is entitled to procure a certificate of authority under this chapter to conduct any affairs in this state that a corporation organized under this chapter is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority because of the fact that the laws of the state or country under which the corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in this chapter is construed to authorize this state to regulate the organization or the internal affairs of the corporation.

(b) Without excluding other activities that may not constitute conducting affairs in this state, a foreign corporation is not considered to be conducting affairs in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:

(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of claims or disputes;

(2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Creating evidences of debt, mortgages, or liens on real or personal property;

(5) Securing or collecting debts due to it or enforcing any rights in property securing the debts;

(6) Conducting its affairs in interstate commerce;

(7) Granting funds;

(8) Distributing information to its members;

(9) Conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.

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Rhode Island Nonprofit Corporation Act

§ 7-6-71. Powers of foreign corporation.

A foreign corporation that has received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal has been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which the certificate of authorization is issued; and, except as otherwise provided in this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or subsequently imposed upon a similar domestic corporation.

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Corporations, Associations, and Partnerships

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Rhode Island Nonprofit Corporation Act

§ 7-6-72. Corporate name of foreign corporation.

No certificate of authority shall be issued to a foreign corporation unless the corporate name of the corporation:

(1) Does not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

(2) Is distinguishable upon the records of the secretary of state from the name of any corporation, whether for-profit or not-for-profit, domestic or foreign limited partnership, or domestic or foreign limited-liability company organized under the laws of, or registered or qualified or authorized to transact business or conduct affairs in this state, or that is filed, reserved, or registered under this title.

(3) Is translated into letters of the English alphabet, if it is not in English.

(4) Words and/or abbreviations that are required by statute to identify the particular type of business entity shall be disregarded when determining if a name is distinguishable upon the records of the secretary of state.

(5) The secretary of state shall promulgate rules and regulations defining the term “distinguishable upon the record” for the administration of this chapter.

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Rhode Island Nonprofit Corporation Act

§ 7-6-73. Change of name by foreign corporation.

Whenever a foreign corporation that is authorized to conduct affairs in this state changes its name to one under which a certificate of authority would not be granted to it on application for a certificate, the certificate of authority of the corporation shall be suspended and it shall not thereafter conduct any affairs in this state until it has changed its name to a name that is available to it under the laws of this state.

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Rhode Island Nonprofit Corporation Act

§ 7-6-74. Application by foreign corporation for certificate of authority.

(a) A foreign corporation, in order to procure a certificate of authority to conduct affairs in this state, shall apply for it with the secretary of state. The application shall set forth:

(1) The name of the corporation and the state or country under the laws of which it is incorporated;

(2) The date of incorporation and the period of duration of the corporation;

(3) The street address of the principal office of the corporation;

(4) The address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at the address;

(5) The purpose or purposes of the corporation that it proposes to pursue in conducting its affairs in this state;

(6) The names and respective addresses of the directors and officers of the corporation;

(7) The additional information as is necessary or appropriate to enable the secretary of state to determine whether the corporation is entitled to a certificate of authority to conduct affairs in this state.

(b) The application shall be made on forms prescribed and furnished by the secretary of state and shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary.

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§ 7-6-75. Filing of application by foreign corporation for certificate of authority.

(a) The application of the corporation for a certificate of authority shall be delivered to the secretary of state, together with a certificate of good standing or legal existence issued by the proper officer of the state or country under the laws of which it is incorporated.

(b) If the secretary of state finds that the application conforms to law, the secretary of state shall, when all fees have been paid as prescribed in this chapter:

(1) Endorse on the documents the word “Filed”, and the month, day, and year of the filing;

(2) File in the secretary of state’s office the original of the application and certificate of good standing or legal existence issued by the proper officer of the state or country under the laws of which it is incorporated;

(3) Issue a certificate of authority to conduct affairs in this state.

(c) The certificate of authority shall be delivered to the corporation or its representative.

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§ 7-6-76. Effect of certificate of authority by foreign corporation.

Upon the issuance of a certificate of authority by the secretary of state, the corporation is authorized to conduct affairs in this state for those purposes set forth in its application, subject, however, to the right of the state to suspend or to revoke the authority as provided in this chapter.

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§ 7-6-77. Registered office and registered agent of foreign corporation.

Each foreign corporation authorized to conduct affairs in this state 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, which agent 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.

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Rhode Island Nonprofit Corporation Act

§ 7-6-78. Change of registered office or registered agent of foreign corporation.

(a) A foreign corporation authorized to conduct affairs in this state may change its registered office or its registered agent, or both, upon filing in the office of the secretary of state a statement setting forth:

(1) The name of the corporation;

(2) The address of its then-registered office;

(3) If the address of its registered office be changed, the address to which the registered office is to be changed;

(4) The name of its registered agent;

(5) If its registered agent be 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 an adopted resolution of 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 his or her 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 in this state appointed by a foreign 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 foreign corporation at its principal office in the state or country under the laws of which it is incorporated as shown by its most recent annual report. The appointment of the agent terminates upon the expiration of 30 days after receipt of the notice by the secretary of state.

(d) If a registered agent changes the registered agent’s 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 he, she, or it is registered agent by filing a statement as required above except that it need be signed only by the registered agent, need not be responsive to subsections (a)(5) and (a)(7), and must recite that a copy of the statement has been mailed to each corporation.

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§ 7-6-79. Service of process on foreign corporation.

(a) The registered agent appointed by a foreign corporation authorized to conduct affairs in this state 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 foreign corporation authorized to conduct affairs in this state fails to appoint or maintain a registered agent in this state, or whenever any registered agent cannot with reasonable diligence be found at the registered office or whenever the certificate of authority of a foreign corporation is suspended or revoked, 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 shall be 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. If 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 or certified mail, addressed to the corporation at its principal office in the state or country under the laws of which it is incorporated. Any service upon the secretary of state is returnable in not less than 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 the service and the secretary of state’s action with reference to the service.

(d) Nothing contained in this section 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.

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Rhode Island Nonprofit Corporation Act

§ 7-6-80. Amendment to articles of incorporation of foreign corporation.

Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, the foreign corporation shall, within 30 days after the amendment becomes effective, file in the office of the secretary of state a copy of the amendment duly certified by the proper officer of the state or country under the laws of which it is incorporated; but the filing of the articles does not of itself enlarge or alter the purpose or purposes that the corporation is authorized to pursue in conducting its affairs in this state, or authorize the corporation to conduct affairs in this state under any other name than the name set forth in its certificate of authority.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-80.1. Foreign application for transfer of authority.

(a) A duly authorized foreign nonprofit corporation in the state of Rhode Island that converts into any form of foreign other entity subject to the provisions of Title 7 and the resulting entity is required to file for authority to transact business in this state may apply for a transfer of authority in the office of the secretary of state by filing:

(1) An application for transfer of authority that has been executed and filed in accordance with § 7-6-2.1; and

(2) An application for authority to transact business in the state of Rhode Island for the resulting entity type; and

(3) A certificate of legal existence or good standing issued by the proper officer of the state or country under the laws of which the resulting entity has been formed.

(b) The application for transfer of authority shall state:

(1) The name of the nonprofit corporation;

(2) The type of other entity into which it has been converted; and

(3) The jurisdiction whose laws govern its internal affairs.

(c) Upon the effective time and date of the application for transfer of authority, the authority of the nonprofit corporation authorized to transact business under this chapter shall be transferred without interruption to the other entity which shall thereafter hold such authority subject to the provisions of the laws of the state of Rhode Island applicable to that type of resulting entity.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-81. Merger of foreign corporation authorized to conduct affairs in this state.

Whenever a foreign corporation authorized to conduct affairs in this state is a party to a statutory merger permitted by the laws of the state or country under the laws of which it is incorporated, and the corporation is the surviving corporation, it shall, within thirty (30) days after the merger becomes effective, file with the secretary of state a copy of the articles of merger duly certified by the proper officer of the state or country under the laws of which the statutory merger was effected. It is not necessary for the corporation to procure either a new or amended certificate of authority to conduct affairs in this state unless the name of the corporation is changed by the merger or unless the corporation desires to pursue in this state other or additional purposes than those that it is then authorized to pursue in this state.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-82. Amended certificate of authority.

(a) A foreign corporation authorized to conduct affairs in this state shall procure an amended certificate of authority by making application for one with the secretary of state if it changes its corporate name or desires to pursue in this state other or additional purposes than those set forth in its prior application for a certificate of authority.

(b) The requirements as to the form and contents of the application, the manner of its execution, the filing of the original with the secretary of state, the issuance of an amended certificate of authority and its effect, are the same as in the case of an original application for a certificate of authority.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-83. Withdrawal of foreign corporation.

(a) A foreign corporation authorized to conduct affairs in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, setting forth:

(1) The name of the corporation and the state or country under the laws of which it is incorporated;

(2) That the corporation is not conducting affairs in this state;

(3) That the corporation surrenders its authority to conduct affairs in this state;

(4) That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to conduct affairs in this state may subsequently be made on the corporation by service on the secretary of state;

(5) A post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on the secretary of state.

(b) The application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the corporation by its president or a vice president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by the receiver or trustee.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-84. Filing of application for withdrawal.

(a) The application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that the application conforms to the provisions of this chapter, the secretary of state shall, when all fees have been paid as prescribed in this chapter:

(1) Endorse on the original the word “Filed”, and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office;

(3) Issue a certificate of withdrawal.

(b) The certificate of withdrawal shall be delivered to the corporation or its representative. Upon the issuance of the certificate of withdrawal, the authority of the corporation to conduct affairs in this state ceases.

Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-85. Revocation of certificate of authority.

(a) The certificate of authority of a foreign corporation to conduct affairs in this state may be revoked by the secretary of state upon the conditions prescribed in this section when:

(1) The corporation has failed to file its annual report within the time required by this chapter or has failed to pay any fees or penalties prescribed by this chapter when they have become due and payable;

(2) The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter;

(3) The corporation has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;

(4) The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter;

(5) The certificate of authority of the corporation was procured through fraud practiced upon the state;

(6) The corporation has continued to exceed or abuse the authority conferred upon it by this chapter; or

(7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.

(b) No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless:

(1) The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a foreign corporation that has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice shall be required; and

(2) The corporation fails prior to revocation to file the annual report, pay the fees or penalties, file the required statement of change of registered agent, file the articles of amendment or articles of merger, or correct the misrepresentation.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-86. Issuance of certificate of revocation.

(a) Upon revoking any certificate of authority, the secretary of state shall:

(1) Issue a certificate of revocation in duplicate;

(2) File one of the certificates in the secretary of state’s office;

(3) Send to the corporation by regular mail a certificate of revocation, addressed to the registered office of the corporation in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a foreign corporation that has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice shall be required.

(b) Upon the issuance of the certificate of revocation, the authority of the corporation to conduct affairs in this state ceases.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-87. Withdrawal of certificates of revocation.

Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-86, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing:

(1) Upon the filing by the corporation of the documents it had previously failed to file as set forth in § 7-6-85(a)(1) — (a)(4), inclusive; and

(2)(i) Upon the payment by the corporation of a penalty of twenty-five dollars ($25.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation.

(ii) If as permitted by § 7-6-72(2) another corporation, whether business or nonprofit, or domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious business name statement regarding or reserved or registered a name that is the same as the name of a corporation regarding which the certificate of revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of a certificate of revocation upon the reinstated corporation’s amending its articles of incorporation so as to designate a name that is distinguishable upon the records of the secretary of state from its former name.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-88. Appeal from revocation of certificate of authority.

Any foreign corporation aggrieved by the action of the secretary of state in revoking its certificate of authority may appeal from the revocation in the manner provided in § 7-6-99.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-89. Conducting affairs without certificate of authority.

(a) No foreign corporation that is conducting affairs in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until the corporation has obtained a certificate of authority. Nor shall any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of the corporation on any right, claim, or demand arising out of the conduct of affairs by the corporation in this state, until a certificate of authority has been obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.

(b) The failure of a foreign corporation to obtain a certificate of authority to conduct affairs in this state does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action, suit, or proceeding in any court of this state.

(c) A foreign corporation that conducts affairs in this state without a certificate of authority is liable to this state, for the years or parts of years during which it conducted affairs in this state without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to conduct affairs in this state as required by this chapter and subsequently filed all reports required by this chapter, plus all interest and penalties imposed by this chapter for failure to pay the fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-90. Annual report of domestic and foreign corporations.

(a) Each domestic corporation, and each foreign corporation authorized to conduct affairs in this state, shall file, within the time prescribed by this chapter, an annual report setting forth the following information as of the date of the report:

(1) The name of the corporation and the state or country under the laws of which it is incorporated;

(2) [Deleted by P.L. 2021, ch. 137, §  2 and P.L. 2021, ch. 138, §  2.]

(3) The address of the principal office of the corporation;

(4) A brief statement of the character of the affairs that the corporation is actually conducting, or, in the case of a foreign corporation, that the corporation is actually conducting in this state; and

(5) The names and respective addresses of the directors and officers of the corporation.

(b) The annual report shall be made on forms prescribed and furnished by the secretary of state and the information contained in the report shall be given as of the date of the execution of the report. It shall be executed by the corporation by its president, a vice president, secretary, an assistant secretary, treasurer, or authorized representative, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by the receiver or trustee.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-91. Filing of annual report of domestic and foreign corporations.

(a) The annual report of a domestic or foreign corporation shall be delivered to the secretary of state between February 1 and May 1 of each year, except that the first annual report of a domestic or foreign corporation shall be filed between February 1 and May 1 of the year following the calendar year in which its certificate of incorporation or its certificate of authority was issued by the secretary of state.

(b) Proof to the satisfaction of the secretary of state that prior to the first day of May the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed a compliance with this requirement.

(c) If the secretary of state finds that the report conforms to the requirements of this chapter, the secretary of state shall file the report.

(d) If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the corporation for any necessary corrections, in which case the penalties subsequently prescribed for failure to file the report within the time above provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the corporation by the secretary of state.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-92. Fees for filing documents and issuing certificates.

The secretary of state shall charge and collect for:

(1) Filing articles of incorporation and issuing a certificate of incorporation, thirty-five dollars ($35.00).

(2) Filing articles of amendment and issuing a certificate of amendment, ten dollars ($10.00).

(3) Filing certificate of correction and issuing a certificate of correction, ten dollars ($10.00).

(4) Filing restated articles of incorporation and issuing restated certificate of incorporation, ten dollars ($10.00).

(5) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, twenty-five dollars ($25.00).

(6)(i) Filing a statement of change of registered agent and registered office or filing a statement of change of registered agent, ten dollars ($10.00).

(ii) Filing a statement of change of registered office only, without fee.

(7) Filing articles of dissolution, ten dollars ($10.00).

(8) Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority, fifty dollars ($50.00).

(9) Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority, twenty-five dollars ($25.00).

(10) Filing a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to conduct affairs in this state, twenty-five dollars ($25.00).

(11) Filing a copy of articles of merger of a foreign corporation holding a certificate of authority to conduct affairs in this state, twenty-five dollars ($25.00).

(12) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, ten dollars ($10.00).

(13) Filing any other statement or report, including an annual report, of a domestic or foreign corporation, twenty dollars ($20.00).

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-93. Miscellaneous charges.

The secretary of state shall charge and collect:

(1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, fifteen cents ($.15) per page and five dollars ($5.00) for the certificate and affixing the seal to it.

(2) At the time of any service of process on the secretary of state as resident agent of a corporation, fifteen dollars ($15.00), which is recoverable as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.

(3) For issuing a certificate of good standing/letter of status, five dollars ($5.00).

(4) For issuing a certificate of fact, five dollars ($5.00).

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-94. Penalties imposed upon corporation.

(a) Each domestic or foreign corporation that fails or refuses to file its annual report for any year within the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) for each year to be assessed by the secretary of state.

(b) Each domestic or foreign corporation that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon conviction may be fined in any amount not exceeding five hundred dollars ($500).

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-95. Penalties imposed upon directors and officers.

Each director and officer of a domestic or foreign corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to the director or officer by the secretary of state in accordance with the provisions of this chapter, or who signs any articles, statement, report, application, or other document filed with the secretary of state that is known to the director or officer to be false in any material respect, is guilty of a misdemeanor, and upon conviction may be fined in any amount not exceeding five hundred dollars ($500).

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Rhode Island Nonprofit Corporation Act

§ 7-6-96. Interrogatories by secretary of state.

The secretary of state may propound to any domestic or foreign corporation, subject to the provisions of this chapter, and to any officer or director of the corporation, any interrogatories that are reasonably necessary and proper to enable the secretary of state to ascertain whether the corporation has complied with all the applicable provisions of this chapter. The interrogatories shall be answered within thirty (30) days after their mailing, or within any additional time that is fixed by the secretary of state. The answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by that individual and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary, or treasurer or assistant treasurer of the corporation. The secretary of state need not file any document to which the interrogatories relate until the interrogatories are answered as provided in this section, and not then if the interrogatory answers disclose that the document is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for any action that the attorney general deems appropriate, all interrogatories and answers to them that disclose a violation of any of the provisions of this chapter.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-97. Information disclosed by interrogatories.

Interrogatories propounded by the secretary of state and the answers to them shall not be open to public inspection nor shall the secretary of state disclose any facts or information obtained from them except insofar as the secretary of state’s official duty may require the facts or information to be made public or if the interrogatories or the answers to them are required for evidence in any criminal proceedings or in any other action by this state.

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Rhode Island Nonprofit Corporation Act

§ 7-6-98. Powers of secretary of state.

The secretary of state has the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed on him or her by this chapter.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-99. Appeal from secretary of state.

(a) If the secretary of state fails to approve the articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this chapter to be approved by the secretary of state before the document is filed in the secretary of state’s office, the secretary of state shall, within ten (10) days after the delivery of the document to him or her, give written notice of his or her disapproval to the domestic or foreign person or corporation delivering the document, specifying the reasons for the disapproval. From the disapproval, or from the revocation of a certificate of incorporation pursuant to the provisions of this chapter, the person or corporation may appeal to the superior court of the county in which the registered office of the corporation is, or is proposed to be, situated by filing with the clerk of the court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval by the secretary of state; at which time the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the court deems proper.

(b) If the secretary of state revokes the certificate of authority to conduct affairs in this state of any foreign corporation, pursuant to the provisions of this chapter, the foreign corporation may similarly appeal to the superior court of the county where the registered office of the corporation in this state is situated, by filing with the clerk of the court a petition setting forth a copy of its certificate of authority to conduct affairs in this state and a copy of the notice of revocation given by the secretary of state; at which time the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the court deems proper.

(c) Appeals from all final orders and judgments entered by the superior court under this section in review of any ruling or decision of the secretary of state may be taken as in other civil actions.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-100. Certificates and certified copies to be received in evidence.

All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of documents filed in the secretary of state’s office in accordance with the provisions of this chapter when certified by the secretary of state, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated in them. A certificate by the secretary of state under the great seal of this state, as to the existence or nonexistence of the facts relating to corporations that would not appear from a certified copy of any of the preceding documents or certificates, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts stated in them.

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Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-101. Forms to be furnished by secretary of state.

All reports required by this chapter to be filed in the office of the secretary of state shall be made on forms that shall be prescribed and furnished by the secretary of state. Forms for all other documents to be filed in the office of the secretary of state shall be furnished by the secretary of state on request for them, but their use, unless otherwise specifically prescribed in this chapter, is not mandatory.

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Rhode Island Nonprofit Corporation Act

§ 7-6-102. Greater voting requirements.

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provisions of the articles of incorporation or bylaws control.

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Rhode Island Nonprofit Corporation Act

§ 7-6-103. Waiver of notice.

Whenever any notice is required to be given to any member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver of the notice in writing signed by the person or persons entitled to the notice, whether before or after the time stated in the waiver, is equivalent to the giving of the notice.

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§ 7-6-104. Action by incorporators, members, or directors without a meeting.

(a) Any action required by this chapter to be taken at a meeting of the incorporators, members, or directors of a corporation, or any action that may be taken at a meeting of the incorporators, members, or directors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the incorporators, by all the members entitled to vote with respect to the subject matter of the action, or by all of the directors.

(b) The consent has the same force and effect as a unanimous vote, and that may be stated in any articles or document filed with the secretary of state under this chapter.

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§ 7-6-105. Unauthorized assumption of corporate powers.

All persons who assume to act as a corporation without authority so to do are jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.

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§ 7-6-106. Reservation of power.

The general assembly at all times has the power to prescribe any regulations, provisions, and limitations that it deems advisable, which regulations, provisions, and limitations are binding on any corporations subject to the provisions of this chapter, and the general assembly has power to amend, repeal, or modify this chapter at pleasure.

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Rhode Island Nonprofit Corporation Act

§ 7-6-107. Effect of repeal of prior chapters.

(a) The repeal of a prior chapter by this chapter does not affect any right accrued or established, or any liability or penalty incurred, under the provisions of the prior chapter, prior to its repeal.

(b) The limitation formerly set forth in § 7-6-8, as amended, which is repealed hereby, and any similar limitation does not subsequently apply to any existing corporation whether created by special act of the general assembly or otherwise, even if the corporation’s articles of incorporation or any special act of the general assembly contain a reference to § 7-6-8 or a recitation of the limitation previously contained in that section or any similar limitation.

(c) Each existing corporation has the powers set forth in § 7-6-5 of this chapter even if its articles of incorporation contain other or different powers or contain a reference to or recitation of the powers granted by any act at this time or subsequently repealed.

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§ 7-6-108. Effect of invalidity of part of this chapter.

If a court of competent jurisdiction adjudges any clause, sentence, paragraph, section, or part of this chapter to be invalid or unconstitutional, the judgment or decree does not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect of the judgment or decree is confined to the clause, sentence, paragraph, section, or part of this chapter adjudged to be invalid or unconstitutional.