Section 7-6-1. – Short title.
§ 7-6-1. Short title. This chapter shall be known and may be cited as the “Rhode Island Nonprofit Corporation Act”. History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
Section 7-6-10. – Defense of ultra vires.
§ 7-6-10. Defense of ultra vires. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid because the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer, but the lack of capacity […]
Section 7-6-100. – Certificates and certified copies to be received in evidence.
§ 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 […]
Section 7-6-101. – Forms to be furnished by secretary of state.
§ 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 […]
Section 7-6-102. – Greater voting requirements.
§ 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 […]
Section 7-6-103. – Waiver of notice.
§ 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 […]
Section 7-6-104. – Action by incorporators, members, or directors without a meeting.
§ 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 […]
Section 7-6-105. – Unauthorized assumption of corporate powers.
§ 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. History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
Section 7-6-106. – Reservation of power.
§ 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 […]
Section 7-6-107. – Effect of repeal of prior chapters.
§ 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 […]
Section 7-6-108. – Effect of invalidity of part of this chapter.
§ 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 […]
Section 7-6-11. – Corporate name.
§ 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) […]
Section 7-6-11.1. – Reservation of name — Transfer of reserved name.
§ 7-6-11.1. Reservation of name — Transfer of reserved name. (a) The exclusive right to use a specified name for a domestic or foreign nonprofit corporation may be reserved by: (1) A person who intends to organize a domestic nonprofit corporation; (2) A domestic nonprofit corporation or foreign nonprofit corporation authorized to conduct affairs in […]
Section 7-6-12. – Registered office and registered agent.
§ 7-6-12. Registered office and registered agent. Each corporation shall have and continuously maintain in this state: (1) A registered office, which may be the same as its principal office; (2) A registered agent, who may be either an individual resident in this state whose business office is identical with the registered office, or a […]
Section 7-6-13. – Change of registered office or registered agent.
§ 7-6-13. Change of registered office or registered agent. (a) A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement stating: (1) The name of the corporation; (2) The address of its then-registered office; (3) If the address of […]
Section 7-6-14. – Service of process on corporation.
§ 7-6-14. Service of process on corporation. (a) The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served. (b) Whenever a corporation fails to appoint or maintain a registered agent […]
Section 7-6-15. – Members.
§ 7-6-15. Members. A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes; the manner of election or appointment; and the qualifications and rights of the members of each class shall be stated […]
Section 7-6-16. – Bylaws.
§ 7-6-16. Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for […]
Section 7-6-17. – Bylaws and other powers in emergency.
§ 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 […]
Section 7-6-18. – Meetings of members.
§ 7-6-18. Meetings of members. (a) Meetings of members may be held at any place, either within or without this state, that is provided in the bylaws. In the absence of any provision, all meetings shall be held at the registered office of the corporation in this state. (b) An annual meeting of the members […]