R.I. Gen. Laws tit. 7, ch. 6 – Rhode Island Nonprofit Corporation Act | Midpage

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Rhode Island General Laws

Chapter 7-6

R.I. Gen. Laws tit. 7, ch. 6

Rhode Island Nonprofit Corporation Act

7-6-1Short title 7-6-2Definitions 7-6-3Corporations to which this chapter applies 7-6-4Purposes 7-6-5General powers 7-6-6Indemnification 7-6-7Guarantee authorized by members 7-6-8Limiting powers of certain corporations 7-6-9Exemption from liability 7-6-10Defense of ultra vires 7-6-11Corporate name 7-6-11.1Reservation of name — Transfer of reserved name 7-6-12Registered office and registered agent 7-6-13Change of registered office or registered agent 7-6-14Service of process on corporation 7-6-15Members 7-6-16Bylaws 7-6-17Bylaws and other powers in emergency 7-6-18Meetings of members 7-6-19Notice of members’ meetings 7-6-20Voting 7-6-21Quorum 7-6-22Board of directors 7-6-23Number and election of directors 7-6-24Vacancies on board of directors 7-6-25Quorum of directors 7-6-26Committees 7-6-26.1Director conflicts of interest 7-6-27Place and notice of directors’ meetings 7-6-28Officers 7-6-29Removal of officers 7-6-30Books and records 7-6-31Dividends prohibited 7-6-32Loans to directors prohibited 7-6-33Incorporators 7-6-34Articles of incorporation 7-6-35Filing of articles of incorporation 7-6-36Effect of issuance of certificate of incorporation 7-6-37Organization meetings 7-6-38Right to amend articles of incorporation 7-6-39Procedure to amend articles of incorporation 7-6-40Articles of amendment 7-6-41Effectiveness of amendment 7-6-41.1Certificate of correction 7-6-42Restated articles of incorporation 7-6-43Procedure for merger 7-6-44Procedure for consolidation 7-6-45Approval of merger or consolidation 7-6-46Articles of merger or consolidation 7-6-47Effect of merger or consolidation 7-6-48Merger or consolidation of domestic and foreign corporations 7-6-48.1Conversion of other entities to a domestic nonprofit corporation 7-6-48.2Filing of certificate of conversion to corporation (nonprofit)7-6-48.3Conversion of a domestic nonprofit corporation to other entities 7-6-48.4Filing of certificate of conversion to corporation (nonprofit)7-6-49Sale, lease, exchange, or mortgage of assets 7-6-50Voluntary dissolution 7-6-51Distribution of assets 7-6-52Plan of distribution 7-6-53Revocation of voluntary dissolution proceedings 7-6-54Articles of dissolution 7-6-55Filing of articles of dissolution 7-6-56Revocation of certificate of incorporation 7-6-57Issuance of certificate of revocation 7-6-58Withdrawal of certificate of revocation 7-6-59Appeal from revocation of articles of incorporation 7-6-60Jurisdiction of court to liquidate assets and affairs of the corporation 7-6-61Procedure in liquidation of corporation by court 7-6-62Qualification of receivers 7-6-63Filing of claims in liquidation proceedings 7-6-64Discontinuance of liquidation proceedings 7-6-65Decree of involuntary dissolution 7-6-66Filing of decree of dissolution 7-6-67Deposits with general treasurer 7-6-68Survival of remedy after dissolution 7-6-69Continuation of certain corporate powers 7-6-70Admission of foreign corporation 7-6-71Powers of foreign corporation 7-6-72Corporate name of foreign corporation 7-6-73Change of name by foreign corporation 7-6-74Application by foreign corporation for certificate of authority 7-6-75Filing of application by foreign corporation for certificate of authority 7-6-76Effect of certificate of authority by foreign corporation 7-6-77Registered office and registered agent of foreign corporation 7-6-78Change of registered office or registered agent of foreign corporation 7-6-79Service of process on foreign corporation 7-6-80Amendment to articles of incorporation of foreign corporation 7-6-80.1Foreign application for transfer of authority 7-6-81Merger of foreign corporation authorized to conduct affairs in this state 7-6-82Amended certificate of authority 7-6-83Withdrawal of foreign corporation 7-6-84Filing of application for withdrawal 7-6-85Revocation of certificate of authority 7-6-86Issuance of certificate of revocation 7-6-87Withdrawal of certificates of revocation 7-6-88Appeal from revocation of certificate of authority 7-6-89Conducting affairs without certificate of authority 7-6-90Annual report of domestic and foreign corporations 7-6-91Filing of annual report of domestic and foreign corporations 7-6-92Fees for filing documents and issuing certificates 7-6-93Miscellaneous charges 7-6-94Penalties imposed upon corporation 7-6-95Penalties imposed upon directors and officers 7-6-96Interrogatories by secretary of state 7-6-97Information disclosed by interrogatories 7-6-98Powers of secretary of state 7-6-99Appeal from secretary of state 7-6-100Certificates and certified copies to be received in evidence 7-6-101Forms to be furnished by secretary of state 7-6-102Greater voting requirements 7-6-103Waiver of notice 7-6-104Action by incorporators, members, or directors without a meeting 7-6-105Unauthorized assumption of corporate powers 7-6-106Reservation of power 7-6-107Effect of repeal of prior chapters 7-6-108Effect of invalidity of part of this chapter