Chapter 081
2012 -- S 2351
Enacted 05/14/12
A N A C T
RELATING TO
CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE
ISLAND NONPROFIT
CORPORATION ACT
Introduced By: Senators Bates, and Miller
Date Introduced: February 09, 2012
It is enacted by the
General Assembly as follows:
SECTION 1. Chapter 7-6 of the General Laws entitled
"Rhode Island Nonprofit
Corporation Act" is
hereby amended by adding thereto the following sections:
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 which 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) Attach the entire
instrument in corrected form.
(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.
7-6-80.1. Foreign application for transfer of authority. – (a)
A duly authorized
foreign nonprofit corporation in the state of
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 section 7-6-2.1; and
(2) An application
for authority to transact business in the state of
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
resulting entity.
SECTION 2. Sections 7-6-42, 7-6-90 and 7-6-92 of the General
Laws in Chapter 7-6
entitled "Rhode Island Nonprofit Corporation Act"
are hereby amended to read as follows:
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
section 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 which the corporation is authorized to pursue.
(4) Any other
provisions, not inconsistent with law, which 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 that they supersede the
original articles of incorporation and all
amendments to them 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 section 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 of 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.
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) The address of the
registered office of the corporation in this state, and the name of
its registered agent in this state at the address,
and, in the case of a foreign corporation, the
address of its principal office in the state or country under
the laws of which it is incorporated.
(3) The address of
the principal office of the corporation.
(3)(4) A
brief statement of the character of the affairs which the corporation is
actually
conducting, or, in the case of a foreign corporation, which the
corporation is actually conducting
in this state.
(4)(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, or treasurer, 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.
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).
(3)(4)
Filing restated articles of incorporation and issuing restated certificate of
incorporation, ten dollars ($10.00).
(4)(5)
Filing articles of merger or consolidation and issuing a certificate of merger
or
consolidation, twenty-five dollars ($25.00).
(5)(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.
(6)(7)
Filing articles of dissolution, ten dollars ($10.00).
(7)(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).
(8)(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).
(9)(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).
(10)(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).
(11)(12)
Filing an application for withdrawal of a foreign corporation and issuing a
certificate of withdrawal, ten dollars ($10.00).
(12)(13) Filing
any other statement or report, including an annual report, of a domestic
or foreign corporation, twenty dollars ($20.00).
SECTION 3. This act shall take effect upon passage.
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LC01167
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