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Chapter 7-6. Rhode Island Nonprofit Corporation Act

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

Rhode Island General Laws/Title 7/Chapter 7-6/Section 7-6-21

R.I. Gen. Laws § 7-6-21. Quorum.

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