2014 -- S 2443

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LC003691

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2014

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

     

     Introduced By: Senator Juan M.Pichardo

     Date Introduced: February 27, 2014

     Referred To: Senate Commerce

     (Secretary of State)

It is enacted by the General Assembly as follows:

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     SECTION 1. Sections 7-6-2 and 7-6-90 of the General Laws in Chapter 7-6 entitled

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"Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:

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     7-6-2. Definitions. -- As used in this chapter, unless the context otherwise requires, the

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term:

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      (1) "Articles of incorporation" means the original or restated articles of incorporation or

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articles of consolidation and all amendments to it, including articles of merger and special acts of

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the general assembly creating corporations.

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      (2) "Board of directors" means the group of persons vested with the management of the

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affairs of the corporation (including, without being limited to, a board of trustees) regardless of

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the name by which the group is designated.

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      (3) "Bylaws" means the code or codes of rules adopted for the regulation or management

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of the affairs of the corporation regardless of the name or names by which the rules are

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designated.

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      (4) "Corporation" or "dDomestic corporation" means a nonprofit corporation subject to

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the provisions of this chapter, except a foreign corporation.

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      (5) "Delivering/Delivered" means either physically transferring a paper document to the

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secretary of state or transferring a document to the secretary of state by electronic transmission

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through a medium provided and authorized by the secretary of state.

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      (6) "Director" means a member of a board of directors.

 

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      (7) "Filing" means delivered to the secretary of state in either paper format or electronic

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transmission through a medium provided and authorized by the secretary of state.

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      (8) "Foreign corporation" means a nonprofit corporation organized under laws other than

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the laws of this state.

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      (9) "Insolvent" means inability of a corporation to pay its debts as they become due in

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the usual course of its affairs.

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      (10) "Member" means one having membership rights in a corporation in accordance with

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the provisions of its articles of incorporation or bylaws regardless of the name by which the

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person is designated.

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      (11) "Nonprofit corporation" means a corporation of which no part of the income or

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profit of which is distributable to its members, directors, or officers, except as otherwise

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expressly permitted by this chapter.

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      (12) "Volunteer" means an individual performing services for a nonprofit corporation

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without compensation.

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      (13) "Signature" or "Signed" or "Executed" means an original signature, facsimile, or an

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electronically transmitted signature submitted through a medium provided and authorized by the

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secretary of state.

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      (14) "Electronic transmission" means any form of communication, not directly involving

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the physical transmission of paper, that creates a record that may be retained, retrieved, and

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reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a

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recipient through an automated process.

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     (15) "Authorized Representative" means a person who is duly authorized by a nonprofit

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corporation's board of directors to act on behalf of the nonprofit corporation.

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     7-6-90. Annual report of domestic and foreign corporations. -- (a) Each domestic

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corporation, and each foreign corporation authorized to conduct affairs in this state, shall file,

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within the time prescribed by this chapter, an annual report setting forth the following

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information as of the date of the report:

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

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incorporated.

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      (2) The address of the registered office of the corporation in this state, and the name of

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its registered agent in this state at the address.

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

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      (4) A brief statement of the character of the affairs which that the corporation is actually

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conducting, or, in the case of a foreign corporation, which that the corporation is actually

 

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conducting in this state.

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

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      (b) The annual report shall be made on forms prescribed and furnished by the secretary

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of state, and the information contained in the report shall be given as of the date of the execution

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of the report. It shall be executed by the corporation by its president, a vice president, secretary,

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an assistant secretary, or treasurer or authorized representative, or, if the corporation is in the

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hands of a receiver or trustee, it shall be executed on behalf of the corporation by the receiver or

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trustee.

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     SECTION 2. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

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     This act would establish the position of an "authorized representative" for nonprofit

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corporations, and would authorize an authorized representative to execute the nonprofit

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corporation's annual report.

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     This act would take effect upon passage.

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