Title 7
Corporations, Associations, and Partnerships

Chapter 6
Rhode Island Nonprofit Corporation Act

§ 7-6-34. Articles of incorporation.

(a) The articles of incorporation shall set forth:

(1) The name of the corporation;

(2) The period of duration, which may be perpetual;

(3) The purpose or purposes for which the corporation is organized;

(4)(i) Any provisions, not inconsistent with the law, that the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including a provision eliminating or limiting the personal liability of a director to the corporation or to its members for monetary damages for breach of the director’s duty as a director. However, the provision does not eliminate or limit the liability of a director:

(A) For any breach of the director’s duty of loyalty to the corporation or its members;

(B) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or

(C) For any transaction from which the director derived an improper personal benefit, and also including any provision that under this chapter is required or permitted to be set forth in the bylaws.

(ii) No provision eliminating or limiting the personal liability of a director will be effective with respect to causes of action arising prior to the inclusion of the provision in the articles of incorporation of the corporation;

(5) The address of its initial registered office, and the name of its initial registered agent at the address;

(6) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors;

(7) The name and residence or business address of each incorporator.

(b) It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

(c) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws is controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation is controlling.